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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

[X]Quarterly Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934

For the quarterly period ended October 31, 2007

[   ] Transition Report Under Section 13 Or 15(d) Of
The Exchange Act

For the transition period from ________ to ________

COMMISSION FILE NUMBER **000-50930**

CLYVIA INC.(Exact name of
small business issuer as specified in its charter)

|NEVADA                                                               | 98-0415276                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

1480 Gulf Road, #204 Point Roberts, WA
98281(Address of principal executive offices)

(360) 306-1133(Issuer's telephone number)

Not Applicable(Former name, former address
and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.**Yes [X]**  ****No [  
]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [  
]   **No [X]**

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
December 12, 2007, the Issuer had 102,351,779 Shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format (check one): Yes
[   ]   No [X]

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PART I - FINANCIAL INFORMATION

ITEM
1.               
FINANCIAL STATEMENTS.





2

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CLYVIA INC.

(A Development Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)



October 31, 2007 
  (Unaudited)

F-1

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CLYVIA INC.(A Development Stage Company)CONSOLIDATED BALANCE SHEET(Expressed in U.S. Dollars) 
  (Unaudited)

|                                                                         |   | October 31, |  
|------------------------------------------------------------------------ | - | ----------- | -
|                                                                         |   | 2007        |  
|                                                                         |   |             |  
|ASSETS                                                                   |   |             |  
|                                                                         |   |             |  
|Current Assets                                                           |   |             |  
|Other receivables                                                        | $ | 58,488      |  
|Other receivables related
      parties (Note 7)                        |   | 8,725       |  
|Prepaid expenses                                                         |   | 9,908       |  
|Deferred tax asset, less valuation allowance
      $1,055,343            |   | -           |  
|Total Current Assets                                                     |   | 77,121      |  
|                                                                         |   |             |  
|Property,
      plant and equipment (Note 4)                             |   | 3,419,255   |  
|                                                                         |   |             |  
|Total Assets                                                             | $ | 3,496,376   |  
|                                                                         |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                     |   |             |  
|                                                                         |   |             |  
|Current Liabilities                                                      |   |             |  
|Bank indebtedness                                                        | $ | 37,843      |  
|Accounts payable and accrued liabilities                                 |   | 386,424     |  
|Accounts payable and accrued liabilities
      related parties (Note 7) |   | 193,154     |  
|Total Current Liabilities                                                |   | 617,421     |  
|                                                                         |   |             |  
|Loans
      payable (Note 5)                                             |   | 910,043     |  
|                                                                         |   |             |  
|Total Liabilities                                                        |   | 1,527,464   |  
|                                                                         |   |             |  
|Commitments (Note 11)                                                    |   |             |  
|                                                                         |   |             |  
|Stockholders Equity                                                     |   |             |  
|Common stock (Note 8)                                                    |   |             |  
|Authorized                                                               |   |             |  
|525,000,000 common shares, par value $0.001                              |   |             |  
|Issued and outstanding                                                   |   |             |  
|102,351,779 common shares                                                |   | 102,352     |  
|Additional paid-in capital                                               |   | 14,231,240  |  
|Accumulated other comprehensive
      income:                            |   |             |  
|Foreign currency cumulative
      translation adjustment                 |   | 703,223     |  
|Deficit accumulated during the development
      stage                   |   | (13,067,903 | )
|                                                                         |   |             |  
|Total Stockholders Equity                                               |   | 1,968,912   |  
|                                                                         |   |             |  
|Total Liabilities and Stockholders Equity                               | $ | 3,496,376   |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-2

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CLYVIA INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Expressed in U.S. Dollars) 
  (Unaudited)

CumulativeAmounts
      
      
      Nine
      
      
      Nine
      
      
      Three
      
      
      ThreeFrom Inception
      
      
      Months
      
      
      Months
      
      
      Months
      
      
      Months(December 21,
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      Ended2004) to October 31,
      
      
      October 31,
      
      
      October 31,
      
      
      October 31,
      
      
      October 31,2007
      
      
      2007
      
      
      2006
      
      
      2007
      
      
      2006REVENUE
      $
      17,907
      
      $
      17,907
      
      $
      -
      
      $
      4,771
      
      $
      -EXPENSESAmortization
      
      193,083
      
      
      151,917
      
      
      24,658
      
      
      70,819
      
      
      13,213Management fees
      
      547,214
      
      
      207,846
      
      
      191,749
      
      
      70,725
      
      
      65,088Professional fees
      
      957,525
      
      
      281,873
      
      
      211,437
      
      
      49,852
      
      
      76,608Other operating expenses
      
      1,166,516
      
      
      436,663
      
      
      366,182
      
      
      140,824
      
      
      149,452Stock-based compensation
      
      9,963,954
      
      
      577,156
      
      
      2,340,000
      
      
      -
      
      
      2,340,000Foreign currency loss
      
      263,333
      
      
      5,781
      
      
      1,549
      
      
      4,831
      
      
      8413,091,625
      
      
      1,661,236
      
      
      3,135,575
      
      
      337,051
      
      
      2,644,445LOSS BEFORE OTHER ITEMSAND INCOME TAXES
      
      (13,073,718
      )
      
      (1,643,329
      )
      
      (3,135,575
      )
      
      (332,280
      )
      
      (2,644,445
      )OTHER ITEMSInterest expense
      
      (41,433
      )
      
      (33,229
      )
      
      -
      
      
      (18,278
      )
      
      -Interest income
      
      23,461
      
      
      1,594
      
      
      14,681
      
      
      285
      
      
      1,940Miscellaneous income (recovery)
      
      23,787
      
      
      13,267
      
      
      3,505
      
      
      -
      
      
      (1,993
      )LOSS BEFORE INCOME TAXES
      
      (13,067,903
      )
      
      (1,661,697
      )
      
      (3,117,389
      )
      
      (350,273
      )
      
      (2,644,498
      )Provision for income taxes
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -NET LOSS
      
      (13,067,903
      )
      
      (1,661,697
      )
      
      (3,117,389
      )
      
      (350,273
      )
      
      (2,644,498
      )OTHER COMPREHENSIVE INCOME (LOSS)Foreign currency translation adjustment
      
      703,223
      
      
      274,922
      
      
      36,969
      
      
      128,803
      
      
      (2,725
      )COMPREHENSIVE LOSS
      $
      (12,364,680
      )
      $
      (1,386,775
      )
      $
      (3,080,420
      )
      $
      (221,470
      )
      $
      (2,647,223
      )BASIC AND DILUTED NET LOSS PER SHARE
      
      
      
      $
      (0.01
      )
      $
      (0.03
      )
      $
      (0.01
      )
      $
      (0.03
      )WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING
      
      
      
      
      102,351,779
      
      
      100,866,893
      
      
      102,351,779
      
      
      98,515,317


The accompanying notes are an integral part of these consolidated
  financial statements.

F-3

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CLYVIA INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in U.S. Dollars) 
  (Unaudited)

|                                                                              |   | Cumulative           |   |   |             |   |   |             |  
|----------------------------------------------------------------------------- | - | -------------------- | - | - | ----------- | - | - | ----------- | -
|                                                                              |   | Amounts              |   |   | Nine        |   |   | Nine        |  
|                                                                              |   | From Inception       |   |   | Months      |   |   | Months      |  
|                                                                              |   | (December 21,        |   |   | Ended       |   |   | Ended       |  
|                                                                              |   | 2004) to October 31, |   |   | October 31, |   |   | October 31, |  
|                                                                              |   | 2007                 |   |   | 2007        |   |   | 2006        |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                          |   |                      |   |   |             |   |   |             |  
|Net loss for the period                                                       | $ | (13,067,903          | ) | $ | (1,661,697  | ) | $ | (3,117,389  | )
|Adjustments to reconcile net loss to cash used
      in operating activities: |   |                      |   |   |             |   |   |             |  
|Stock-based compensation                                                      |   | 9,963,954            |   |   | 577,156     |   |   | 2,340,000   |  
|Amortization                                                                  |   | 191,820              |   |   | 150,654     |   |   | 24,660      |  
|Change in operating assets and liabilities                                    |   |                      |   |   |             |   |   |             |  
|Increase in other receivables                                                 |   | (56,028              | ) |   | (20,118     | ) |   | (9,472      | )
|Increase in other receivables related
      parties                          |   | (8,218               | ) |   | (8,218      | ) |   | -           |  
|Decrease (increase) in
      prepaid expenses                                 |   | (4,477               | ) |   | 32,167      |   |   | 4,354       |  
|Increase (decrease) in accounts payable
      and accrued liabilities         |   | 583,601              |   |   | 308,205     |   |   | (80,442     | )
|Increase in accounts payable
      and accrued liabilities related parties   |   | 187,287              |   |   | 187,287     |   |   | -           |  
|Increase
      in accrued interest payable                                    |   | 38,849               |   |   | 30,644      |   |   | 4,373       |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Net
      cash used in operating activities                                   |   | (2,171,115           | ) |   | (403,920    | ) |   | (833,916    | )
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                          |   |                      |   |   |             |   |   |             |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Acquisition
      of capital assets                                           |   | (3,458,410           | ) |   | (268,961    | ) |   | (2,463,076  | )
|                                                                              |   |                      |   |   |             |   |   |             |  
|Net
      cash used in investing activities                                   |   | (3,458,410           | ) |   | (268,961    | ) |   | (2,463,076  | )
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                          |   |                      |   |   |             |   |   |             |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Bank indebtedness                                                             |   | 35,644               |   |   | 35,644      |   |   | -           |  
|Cash acquired from Clyvia
      Inc.                                          |   | 7,654                |   |   | -           |   |   | -           |  
|Advances to related parties, net of repayments                                |   | -                    |   |   | -           |   |   | 24,686      |  
|Issuance of common stock
      for cash                                       |   | 4,383,267            |   |   | -           |   |   | 1,000,000   |  
|Proceeds
      from loans payable                                             |   | 546,096              |   |   | 356,096     |   |   | 190,000     |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Net
      cash provided by financing activities                               |   | 4,972,661            |   |   | 391,740     |   |   | 1,214,686   |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                     |   |                      |   |   |             |   |   |             |  
|CASH DURING THE PERIOD                                                        |   | 656,864              |   |   | 9,281       |   |   | 53,500      |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|NET DECREASE IN CASH                                                          |   | -                    |   |   | (271,860    | ) |   | (2,028,806  | )
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH, BEGINNING OF PERIOD                                                     |   | -                    |   |   | 271,860     |   |   | 2,089,518   |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH, END OF PERIOD                                                           | $ | -                    |   | $ | -           |   | $ | 60,712      |  

The accompanying notes are an integral part of these consolidated
  financial statements.

F-4

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|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Clyvia Inc. (formerly Rapa Mining Inc.) (the Company)
        was incorporated on December 11, 2003, under the Laws of the State of
        Nevada and was in the business of exploring mineral properties. Effective
        June 16, 2005, the Company acquired 100% of the issued and outstanding
        shares of Clyvia Technology GmbH (Clyvia Technology), a company
        engaged in the development of a process known as catalytic depolymerization
        to produce fuel from various forms of waste materials including plastics.
        The Company has abandoned its mineral property acquisition and exploration
        business in order to focus its resources on the development of Clyvia
        Technologys proprietary technology. The Company is considered to
        be a development stage company, as it has not generated significant revenues
        from operations.                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Effective June 16, 2005, the Company acquired 100% of
        the issued and outstanding shares of Clyvia Technology from Clyvia Capital
        Holding GmbH (Clyvia Capital) in exchange for an aggregate
        of 55,000,000 shares of the Companys common stock. In addition,
        Brian Cheston transferred 14,000,000 shares of the Companys common
        stock already issued and outstanding prior to the transaction to Clyvia
        Capital in exchange for $10,000. Completion of the acquisition resulted
        in the former sole shareholder of Clyvia Technology holding the majority
        of the Companys issued and outstanding common stock. As a result,
        the transaction was accounted for as a recapitalization of Clyvia Technology.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The unaudited consolidated statements of operations
        and cash flows of the Company prior to June 16, 2005, are those of Clyvia
        Technology. The Companys date of incorporation is considered to
        be December 21, 2004, the date of inception of Clyvia Technology. Effective
        September 1, 2005, the Company changed its name from Rapa Mining Inc.
        to Clyvia Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These consolidated financial statements have been prepared
        in conformity with generally accepted accounting principles in the United
        States of America for interim financial information. The accompanying
        consolidated financial statements do not include all information and footnote
        disclosures required by the accounting principles generally accepted in
        the United States of America for complete financial statements. In the
        opinion of management, all adjustments (consisting solely of normal recurring
        accruals) considered necessary for a fair presentation of financial position,
        results of operations and cash flows as at October 31, 2007 and for all
        periods presented, have been included. Interim results for the period
        ended October 31, 2007 are not necessarily indicative of the results that
        may be expected for the fiscal year as a whole.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These consolidated financial statements have been prepared
        with the on-going assumption that the Company will be able to realize
        its assets and discharge its liabilities in the normal course of business.
        However, certain conditions noted below raise substantial doubt about
        the Companys ability to continue as a going concern. These financial
        statements do not include any adjustments to the amounts and classifications
        of assets and liabilities that might be necessary should the Company be
        unable to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                        

F-5

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|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|2. | GOING CONCERN (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The operations of the Company have primarily been funded
        by the sale of common stock and loans received. Continued operations of
        the Company are dependent on the Companys ability to complete equity
        financings or generate profitable operations in the future. Managements
        plan in this regard is to secure additional funds through future equity
        financings. Such financings may not be available or may not be available
        on reasonable terms to the Company.                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The financial statements of the Company have been prepared
        in conformity with generally accepted accounting principles in the United
        States of America and are stated in U.S. dollars. The significant accounting
        policies adopted by the Company are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a)    
        Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The preparation of financial statements in
        conformity with generally accepted accounting principles in the United
        States requires management to make estimates and assumptions that affect
        the reported amount of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and the
        reported amount of revenues and expenses during the reporting period.
        Actual results could differ from these estimates.                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b)    
        Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The functional currency of the Company is
        the U.S. dollar. The Companys subsidiary, Clyvia Technology, uses
        the Euro as its functional currency. Accordingly, monetary assets and
        liabilities denominated in a foreign currency are translated at the exchange
        rate in effect at the balance sheet date while non-monetary assets and
        liabilities are translated at historical rates. Revenue and expense items
        denominated in a foreign currency are translated at exchange rates prevailing
        when such items are recognized in the statement of operations. Exchange
        gains and losses arising on translation of foreign currency items are
        included in the statement of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company follows the current rate method
        of translation with respect to its foreign subsidiary. Accordingly, assets
        and liabilities are translated into U.S. dollars at the period-end exchange
        rates while revenue and expenses are translated at the average exchange
        rates during the period. Related exchange gains and losses are included
        in a separate component of stockholders equity as accumulated other
        comprehensive income.                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (c)    
        Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company considers cash held at banks
        and all highly liquid investments with original maturities of three months
        or less to be cash and cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                          
|   | (d)    
        Prepaid expenses                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                          
|   | Prepaid expenses consist primarily of prepaid
        rent and insurance.                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                          
|   | (e)    
        Other receivables                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                          
|   | Other receivables consist primarily of Value
        Added Tax in Germany.                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                          
|   | (f)    
        Property, plant and equipment                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                          
|   | Property, plant and equipment is recorded
        at cost. Depreciation is calculated using the straight-line method over
        the useful lives of the assets. Maintenance and repairs are expensed as
        incurred while betterments or renewals are capitalized.
|   |                                                                                                                                                                                                                                                                          
|   | The Company provides for depreciation over
        the estimated life of each asset on a straight-line basis over the following
        periods:                                                                                                                         

Office equipment
      3-13 yearsPlant equipment
      10-13 yearsLaboratory equipment
      14 yearsBuilding
      33.33 years


(g)     Accounting
  for the impairment of long-lived assets and long-lived assets to be disposed
  of

The Company reviews all long-lived assets
  for impairment whenever events or changes in circumstances indicate that the
  carrying amount of an asset may not be recoverable. Recoverability of assets
  to be held and used is measured by a comparison of the carrying amount of an
  asset to future net cash flows expected to be generated by the asset. If such
  assets are considered to be impaired, the impairment recognized is measured
  by the amount by which the carrying amount of the assets exceeds the fair value
  of the assets. Assets to be disposed of are reported at the lower of the carrying
  amount or fair value less costs to sell.

(h)     Income
  taxes

A deferred tax asset or liability is
  recorded for all temporary differences between financial and tax reporting and
  net operating loss carryforwards. Deferred tax expenses (benefit) result from
  the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a
  valuation allowance when, in the opinion of management, it is more likely than
  not that some portion or all of the deferred tax assets will not be realized.
  Deferred tax assets and liabilities are adjusted for the effects of changes
  in tax laws and rates on the date of enactment.

F-7

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (i)    
        Fair value of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company's financial instruments consist
        of cash, other receivables, other receivables related parties, accounts
        payable and accrued liabilities, accounts payable and accrued liabilities
        related parties and loans payable. Unless otherwise noted, it is
        management's opinion that the Company is not exposed to significant interest,
        currency or credit risks arising from these financial instruments. The
        fair value of these financial instruments approximates their carrying
        values, unless otherwise noted.     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (j)    
        Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company recognizes revenue when persuasive
        evidence of an arrangement exists, delivery has occurred, the sales price
        is fixed or determinable and collectibility is reasonably assured. Revenue
        from processing waste is recognized when title passes to the customer
        and all revenue recognition criteria specified above is met.                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (k)    
        Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Effective January 1, 2006, the Company accounts
        for stock-based compensation issued to employees in accordance with the
        provisions of Statement of Financial Accounting Standards (SFAS)
        123R, Share- Based Payment.which superseded Accounting
        Principles Board (APB) Opinion 25, Accounting for
        Stock Issued to Employees.                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company accounts for stock-based compensation
        issued to non-employees in accordance with the provisions of SFAS 123,
        Accounting for Stock-Based Compensation,and the consensus
        in Emerging Issues Task Force (EITF) No. 96-18, Accounting
        for Equity Instruments that are Issued to Other Than Employees for Acquiring
        or in Conjunction with Selling, Goods or Services.                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (l)    
        Net loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Basic net loss per share is computed by dividing
        the net loss for the period by the weighted average number of shares of
        common stock outstanding during the period. Diluted earnings per share
        takes into consideration shares of common stock outstanding (computed
        under basic earnings per share) and potentially dilutive shares of common
        stock. As of October 31, 2007 and 2006, the 9,870,000 and 6,050,000 options
        outstanding respectively, have been excluded from diluted loss per share
        as they were anti-dilutive.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (m) Comprehensive
        income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company has adopted SFAS 130, Reporting
        of Comprehensive Income,which establishes guidelines for the
        reporting and display of comprehensive income (loss) and its components
        in financial statements. Comprehensive income (loss) includes foreign
        currency translation adjustments.                                                                                                                                                                                                                                                              

F-8

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (n) Development
        stage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company is a development stage company
        as defined in SFAS 7, Accounting and Reporting by Development
        Stage Enterprises,as it is devoting substantially all of its
        efforts to establish a new business and planned principal operations have
        not yet commenced.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (o)    
        Concentration of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Cash is the only financial instrument that
        potentially subjects the Company to concentration of credit risk. The
        Company maintains cash in bank accounts that, at times, may exceed federally
        insured limits. The Company has not experienced any losses in such accounts
        and believes it is not exposed to any significant risks on its cash in
        bank accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (p)    
        Recent accounting pronouncement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In February 2007, the FASB issued SFAS No.
        159, The Fair Value Option for Financial Assets and Financial
        Liabilities  Including an Amendment of FASB Statement No. 115.
        This statement permits entities to choose to measure many financial instruments
        and certain other items at fair value. Most of the provisions of SFAS
        No. 159 apply only to entities that elect the fair value option. However,
        the amendment to SFAS No. 115 Accounting for Certain Investments
        in Debt and Equity Securities applies to all entities with available-
        for-sale and trading securities. SFAS No. 159 is effective as of the beginning
        of an entitys first fiscal year that begins after November 15, 2007.
        Early adoption is permitted as of the beginning of a fiscal year that
        begins on or before November 15, 2007, provided the entity also elects
        to apply the provision of SFAS No. 157, Fair Value Measurements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company does not expect that the adoption
        of this new accounting pronouncement will have a significant effect on
        its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (q)    
        Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Certain amounts reported in the prior periods
        have been reclassified to conform to the current periods presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-9

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|4. | PROPERTY, PLANT AND EQUIPMENT
|-- | -----------------------------

| |                          |   | October
      31, |  
| | ------------------------ | - | ----------------- | -
| |                          |   | 2007              |  
| |                          |   |                   |  
| | Office equipment         | $ | 97,967            |  
| | Plant equipment          |   | 2,281,196         |  
| | Laboratory equipment     |   | 28,620            |  
| | Building                 |   | 1,023,747         |  
| | Land                     |   | 180,808           |  
| |                          |   | 3,612,338         |  
| | Accumulated depreciation |   | (193,083          | )
| |                          |   |                   |  
| | Net book value           | $ | 3,419,255         |  

In the event that facts and circumstances
  indicate that the carrying amount of an asset may not be recoverable and an
  estimate of future undiscounted cash flows is less than the carrying amount
  of the asset, an impairment loss will be recognized. Management's estimates
  of revenues, operating expenses, and operating capital are subject to certain
  risks and uncertainties which may affect the recoverability of the Company's
  investments in its assets. Although management has made its best estimate of
  these factors based on current conditions, it is possible that changes could
  occur which could adversely affect management's estimate of the net cash flow
  expected to be generated from its operations.

F-10

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|5. | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the nine months ended October 31, 2007, two loans
        were granted from a third party company totaling Euro 70,000 (US -$100,865).
        The loans bear interest at 8% per annum and are due by either party providing
        one months notice at the end of a given month beginning December
        31, 2007. Interest expense accrued for the nine and three months ended
        October 31, 2007 totaled Euro 606 (US -$873) and Euro 606 (US -$873),
        respectively.                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the nine months ended October 31, 2007, a loan
        was granted from a third party company for Euro 35,000 (US -$50,432).
        The loan bears interest at 8.5% per annum and was due September 30, 2007.
        On September 26, 2007, the loan was extended until December 31, 2007.
        Interest expense accrued for the nine and three months ended October 31,
        2007 totaled Euro 758 (US -$1,092) and Euro 758 (US -$1,092), respectively.                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the nine months ended October 31, 2007, a loan
        was granted from a third party company for Euro 150,000 (US -$216,138).
        In addition, the same third party company agreed to reclassify Euro 210,000
        (US - $302,593) of accounts payable to loans payable. The loans bear interest
        at 8.5% per annum and were due August 31, 2007. Subsequent to August 31,
        2007, the loans were extended to December 31, 2007. Interest expense accrued
        for the nine and three months ended October 31, 2007 totaled Euro 12,580
        (US -$18,127) and Euro 7,815 (US -$11,261), respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the nine months ended October 31, 2007, a loan
        was granted from a third party company for $10,000. The loan is unsecured,
        non-interest bearing and due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the year ended January 31, 2007, a loan was granted
        from a third party company for $190,000. The loan bears interest at 8%
        per annum, compounded annually, and is due July 18, 2008. Interest expense
        accrued for the nine and three months ended October 31, 2007 totaled $11,719
        and 4,138, respectively.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | LICENSING AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Pursuant to a license agreement dated December 23, 2004,
        Clyvia Technology was granted an exclusive worldwide license with respect
        to certain German patents related to catalytic depolymerization. In consideration
        of the grant, Clyvia Technology is required to pay a declining royalty
        based on the level of sales generated. The royalties are between 6% and
        10%. The agreement has a twelve-month termination notice period with the
        earliest date of termination being December 31, 2009. The licensor or
        the licensee may terminate the agreement.                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In March 2005, Clyvia Technology and the licensor amended
        the license agreement dated December 23, 2004, to extend the earliest
        date of termination of the license agreement to December 31, 2017.                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In May 2006, Clyvia Technology and the licensor mutually
        agreed to cancel the terms of their amended license agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-11

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Other receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2007, included in other receivables related
        parties is Euro 5,013 (US -$7,223) owed from a company with a common director
        and officer of Clyvia Technology for vehicle maintenance. Net Vehicle
        costs paid for the nine and three months ended October 31, 2007 totaled
        Euro 8,237 (US -$11,181) and Euro 2,627 (US -$3,653), respectively.                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2007, included in other receivables related
        parties is Euro 1,042 (US -$1,502) owed to a company with a common director
        and officer of Clyvia Technology for various operating expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Accounts payable and accrued liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2007, included in accounts payable and
        accrued liabilities related parties is Euro 66,819 (US - $96,281)
        owed to a company related to a managing director of Clyvia Technology
        for the purchase of plant equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2007, included in accounts payable and
        accrued liabilities related parties is Euro 3,289 (US - $4,739)
        owed to an individual related to a managing director of Clyvia Technology
        for scientific consulting services.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2007, included in accounts payable and
        accrued liabilities related parties is CAD $95 (US - $101) owed
        to a former officer and director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2007, included in accounts payable and
        accrued liabilities related parties is $2,783 owed to a director
        and officer of the Company for management fees and reimbursement of expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2007, included in accounts payable and
        accrued liabilities related parties is Euro 61,939 (US - $89,250)
        owed to a director and officer of the Company for management fees and
        reimbursement of expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Management fees paid to an officer and director of the
        Company for the nine and three months ended October 31, 2007 totaled Euro
        67,500 (US -$91,950) and Euro 22,500 (US -$31,217), respectively. Consulting
        fees paid to an officer of the Company for the nine and three months ended
        October 31, 2007 totaled $9,000 and $3,000, respectively. Wages paid to
        officers and directors of Clyvia Technology for the nine and three months
        ended October 31, 2007 totaled Euro 78,750 (US -$106,896) and Euro 26,250
        (US -$36,508). Amounts due to and from officers and directors are unsecured,
        non-interest bearing and due on demand.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Lease fees paid to a company related to a managing director
        of Clyvia Technology for the nine and three months ended October 31, 2007
        totaled Euro 5,474 (US -$7,429) and Euro 1,771 (US -$2,463).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-12

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|8. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Companys articles of incorporation allow it
        to issue up to 525,000,000 shares of common stock, par value $0.001. Effective
        February 18, 2005, the Company effected a stock split of its common stock
        by issuing seven new shares for every one old share. Except as otherwise
        stated to the contrary in these financial statements, all references to
        shares and prices per share have been adjusted to give retroactive effect
        to the stock split.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On December 21, 2004, the Company issued 42,805,000
        shares of common stock for total proceeds of $33,467 (25,000 Euro).                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On June 16, 2005, the Company acquired all the issued
        and outstanding stock of Clyvia Technology, which was accounted for as
        a recapitalization of the Clyvia Technology (Note 1) in exchange for 55,000,000
        shares of common stock. The issued number of shares of common stock is
        that of the Company with adjustments made for differences in par value
        between the Company and Clyvia Technology.                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On June 28, 2005, the Company issued 305,555 units at
        a price of $1.08 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $330,000. Each warrant will entitle
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.08 for a period of two years from the date of issuance
        of the units.               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On July 27, 2005, the Company issued 404,762 units at
        a price of $1.05 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $425,000. Each warrant will entitle
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.05 for a period of two years from the date of issuance
        of the units.               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On December 15, 2005, the Company issued 1,801,802 units
        at a price of $1.11 per unit in a private placement transaction. Each
        unit consists of one share of the Companys common stock and one
        share purchase warrant for total proceeds of $2,000,000. Each warrant
        will entitle the holder to purchase an additional share of the Companys
        common stock at a price of $1.35 for a period of two years from the date
        of issuance of the units.       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 4, 2006, the Company issued 442,478 units at
        a price of $1.13 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $500,000. Each warrant entitles
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.13 per share for a period of two years from the
        date of closing.                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 5, 2006, the Company issued 217,391 units at
        a price of $1.15 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $250,000. Each warrant entitles
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.15 per share for a period of two years from the
        date of closing.                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On June 12, 2006, the Company issued 217,391 units at
        a price of $1.15 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $250,000. Each warrant entitles
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.15 per share for a period of two years from the
        date of closing.                       

F-13

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|8. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On December 6, 2006, the Company issued 1,157,400
        units at a price of Euro 0.432 (US -$0.57) per unit in a private placement
        transaction. Each unit consists of one share of the Companys common
        stock and one share purchase warrant for total proceeds of Euro 500,000
        (US $661,250). Each warrant entitles the holder to purchase an additional
        share of the Companys common stock at a price of Euro 0.44 (US -$0.57)
        per share for a period of one year from the date of closing. A finders
        fee of Euro 50,000 (US -$66,450) equal to 10% of the proceeds of the private
        placement was paid on December 12, 2006 to a company in consideration
        for its efforts in arranging the private placement.                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | STOCK OPTIONS AND WARRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 17, 2005, the Company adopted a stock incentive
        plan (the 2005 Stock Option Plan) to provide incentives to
        employees, directors, officers and consultants. The 2005 Stock Option
        Plan provides for the issuance of up to 6,420,750 options with a maximum
        term of five years. The maximum aggregate number of shares that may be
        optioned under the 2005 Stock Option Plan will be increased effective
        the first day of each of the Companys fiscal quarters, beginning
        with the fiscal quarter commencing May 1, 2005, up to a maximum of 15%
        of the outstanding shares on the first day of the applicable quarter.
        The plan administrator has sole discretion to establish, waive or modify
        the vesting terms of the options.               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On August 16, 2006, the Company adopted a
        second stock incentive plan (the 2006 Stock Option Plan) to
        provide incentives to employees, directors, officers and consultants.
        The 2006 Stock Option Plan provides for the issuance of up to 6,000,000
        options with a maximum term of five years. The maximum aggregate number
        of shares that may be optioned under the 2006 Stock Option Plan will be
        increased effective the first day of each of the Companys fiscal
        quarters, beginning with the fiscal quarter commencing November 1, 2006,
        up to a maximum of 10% of the outstanding shares on the first day of the
        applicable quarter. The plan administrator has sole discretion to establish,
        waive or modify the vesting terms of the options.

| |                                              |  |           |  |   | Weighted Average | 
| | -------------------------------------------- |  | --------- |  | - | ---------------- | 
| |                                              |  | Number    |  |   | Exercise Price   | 
| |                                              |  |           |  |   |                  | 
| | Options outstanding, beginning of the period |  | 8,650,000 |  | $ | 1.06             | 
| | Granted                                      |  | 1,220,000 |  |   | 0.40             | 
| | Exercised                                    |  | -         |  |   | -                | 
| | Expired                                      |  | -         |  |   | -                | 
| | Options outstanding, October 31, 2007        |  | 9,870,000 |  | $ | 0.98             | 

F-14

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|9. | STOCK OPTIONS AND WARRANTS (continued)                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                              
|   | Stock Options (continued)                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                              
|   | On July 11, 2005, the Company granted stock options
        to directors, officers and consultants under the 2005 Stock Option Plan,
        to acquire a total of 6,050,000 shares of common stock exercisable at
        a price of $1.09 per share up to July 11, 2010.   
|   |                                                                                                                                                                                                                                                                              
|   | On August 16, 2006, the Company granted stock options
        to a consultant under the 2005 Stock Option Plan, to acquire a total of
        100,000 shares of common stock exercisable at a price of $1.00 per share
        up to August 16, 2011.                        
|   |                                                                                                                                                                                                                                                                              
|   | On August 16, 2006, the Company granted stock options
        to officers and directors under the 2006 Stock Option Plan, to acquire
        a total of 2,500,000 shares of common stock exercisable at a price of
        $1.00 per share up to August 16, 2011.            
|   |                                                                                                                                                                                                                                                                              
|   | On July 12, 2007, the Company granted stock options
        to officers and directors and consultants under the 2006 Stock Option
        Plan, to acquire a total of 1,220,000 shares of common stock exercisable
        at a price of $0.40 per share up to July 12, 2012.
|   |                                                                                                                                                                                                                                                                              
|   | A summary of stock options outstanding at October 31,
        2007, is as follows:                                                                                                                                                                                           

Outstanding Options
      Exercisable
        OptionsWeightedAverage
      Weighted
      
      WeightedRemaining
      Average
      
      AverageExercise Price
      Number
      Contractual Life
      Exercise Price
      Number
      Exercise Price2005 Stock Option Plan$      1.09
      6,050,000
      2.44
      $      1.09
      6,050,000
      $      1.09$    
         1.00
      100,000
      3.54
      $    
         1.00
      100,000
      $      1.002006 Stock Option Plan$     
        1.00
      2,500,000
      3.54
      $    
         1.00
      1,000,000
      $      1.00$    
         0.40
      1,220,000
      4.44
      $     
        0.40
      1,000,000
      $      0.40


On July 11, 2005, the Company used the
  Black-Scholes option pricing model to compute estimated fair value, based on
  the following assumptions:

Risk-free interest rate
      3.91%Dividend yield rate
      0.00%Price volatility
      117.00%Weighted average expected life of options
      4.95 years


F-15

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|9. | STOCK OPTIONS AND WARRANTS (continued)                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                 
|   | Stock Options (continued)                                                                                                                                       
|   |                                                                                                                                                                 
|   | On August 16, 2006, the Company used the Black-Scholes
        option pricing model to compute estimated fair value, based on the following
        assumptions:

Risk-free interest rate
      4.81%Dividend yield rate
      0.00%Price volatility
      76.47%Weighted average expected life of options
      5.0 years


On July 12, 2007, the Company used the
  Black-Scholes option pricing model to compute estimated fair value, based on
  the following assumptions:

Risk-free interest rate
      5.03%Dividend yield rate
      0.00%Price volatility
      101.45%Weighted average expected life of options
      5.0 years


The Company recognized stock-based compensation
  of $577,156 during the nine months ended October 31, 2007.

Warrants

| |                                               |  |           |  |   | Weighted Average | 
| | --------------------------------------------- |  | --------- |  | - | ---------------- | 
| |                                               |  | Number    |  |   | Exercise Price   | 
| |                                               |  |           |  |   |                  | 
| | Warrants outstanding, beginning of the period |  | 4,546,779 |  | $ | 1.07             | 
| | Granted                                       |  | -         |  |   | -                | 
| | Exercised                                     |  | -         |  |   | -                | 
| | Expired                                       |  | 710,317   |  |   | 1.06             | 
| | Warrants outstanding, October 31, 2007        |  | 3,836,462 |  | $ | 1.07             | 

A summary of warrants outstanding at
  October 31, 2007, is as follows:

Date
      Issued
      Outstanding
      Exercise Price
      Expiry DateDecember 15, 2005
      1,801,802
      1,801,802
      $ 1.35
      December 15, 2007May 4, 2006
      442,478
      442,478
      $ 1.13
      May 4, 2008May 5, 2006
      217,391
      217,391
      $ 1.15
      May 5, 2008June 12, 2006
      217,391
      217,391
      $ 1.15
      June 12, 2008December 6, 2006
      1,157,400
      1,157,400
      Euro 0.44 (US $0.57)
      December 6, 2007(subsequently expired)


F-16

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The Companys operations following the acquisition
        of Clyvia Technology were conducted in one reportable segment, being the
        development and commercialization of the process known as catalytic depolymerization,
        in Germany. All of the Companys property, plant and equipment are
        located in Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|11. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On July 1, 2005, the Company entered into a management
        services contract with a director and officer of the Company effective
        July 1, 2005, to pay monthly management fees of 5,000 Euro (US -$7,205).
        The agreement also specifies a grant of options to purchase 250,000 shares
        of the Companys common stock pursuant to the Companys 2005
        Stock Option Plan at an exercise price of $1.09 per share for a period
        of five years from the date of issuance. The stock options were granted
        July 11, 2005. The agreement is for a one- year term and shall automatically
        extend for additional one year terms on the anniversary date unless notice
        is given by the Company at least 90 days prior to renewal. On November
        23, 2005, Clyvia Technology increased the monthly management fee to 7,500
        Euro (US -$10,807) effective January 1, 2006.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On July 1, 2005, Clyvia Technology entered into an employment
        contract with a director and officer of Clyvia Technology effective July
        1, 2005, to pay monthly management fees of 2,300 Euro (US -$3,314) and
        a management bonus of 1.5% of the selling price for each system sold for
        an indefinite term. The contract may be terminated at the end of each
        calendar year by giving written notice of one year. On November 23, 2005,
        Clyvia Technology increased the monthly management fee to 5,000 Euro (US
        -$7,205) effective January 1, 2006. On August 16, 2006, the management
        bonus of 1.5% of the selling price for each system sold was cancelled
        in exchange for 1,000,000 stock options (Note 9).                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On September 1, 2005, Clyvia Technology entered into
        a lease agreement for tenancy of office space with a company related to
        a managing director of Clyvia Technology for a term of five years expiring
        September 1, 2010. The lease may be terminated by either party by providing
        twelve months notice. The lease agreement requires monthly lease payments
        of Euro 590 (US -$850) plus taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On November 24, 2005, Clyvia Technology entered into
        an employment contract with a director and officer of Clyvia Technology
        effective January 1, 2006, to pay monthly management fees of 3,750 Euro
        (US -$5,404) and a management bonus of 1.5% of the selling price for each
        system sold for an indefinite term. The contract period is indefinite,
        may be terminated with one year notice and terminates at the age of 65.
        On August 16, 2006, the management bonus of 1.5% of the selling price
        for each system sold was cancelled in exchange for 1,000,000 stock options
        (Note 9).                                                                                                                                                                                                                                                                                    

F-17

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|October 31, 2007                              
|                                              
|                                              

|12. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
|--- | --------------------------------------------------

| |                |   | Cumulative    |  |   |             |  |   |             | 
| | -------------- | - | ------------- |  | - | ----------- |  | - | ----------- | 
| |                |   | Amounts from  |  |   |             |  |   |             | 
| |                |   | Inception     |  |   |             |  |   |             | 
| |                |   | (December 21, |  |   | Nine Months |  |   | Nine Months | 
| |                |   | 2004) to      |  |   | Ended       |  |   | Ended       | 
| |                |   | October 31,   |  |   | October 31, |  |   | October 31, | 
| |                |   | 2007          |  |   | 2007        |  |   | 2006        | 
| |                |   |               |  |   |             |  |   |             | 
| | Cash paid for: |   |               |  |   |             |  |   |             | 
| | Interest       | $ | 2,290         |  | $ | 2,290       |  | $ | -           | 
| | Income taxes   | $ | -             |  | $ | -           |  | $ | -           | 
| |                |   |               |  |   |             |  |   |             | 

|13. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                   
|    | On October 30, 2007, a loan was granted from a third
        party company for Euro 20,000 (US -$28,818). The loan bears interest at
        8% per annum and is due by either party providing one months notice
        at the end of a given month beginning December 31, 2007. The funds were
        received subsequent to October 31, 2007.

F-18

---

ITEM
2.               
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements. These statements, identified by words
such as plan, "anticipate," "believe," "estimate," "should," "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We do
not intend to update the forward-looking information to reflect actual results
or changes in the factors affecting such forward-looking information. We advise
you to carefully review the reports and documents we file from time to time with
the Securities and Exchange Commission (the SEC), particularly our Annual
Reports on Form 10-KSB and our Current Reports on Form 8-K.

As used in this Quarterly Report, the terms "we, "us,
  "our, and Clyvia mean Clyvia Inc. and its subsidiaries unless
  otherwise indicated. All dollar amounts in this Quarterly Report are in U.S.
  dollars unless otherwise stated.

INTRODUCTION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the nine
month period ended October 31, 2007 and changes in our financial condition from
our fiscal year ended January 31, 2007. This discussion should be read in
conjunction with the Managements Discussion and Analysis or Plan of Operation
included in our Annual Report on Form 10-KSB for the year ended January 31,
2007.

Through our wholly owned German subsidiary, Clyvia Technology
GmbH (Clyvia GmbH), we are in the process of developing, marketing and selling
a proprietary technology that utilizes a process known as fractional
depolymerization to produce diesel fuel and heating oil from various types of
recyclable waste materials (the Fuel Technology). We plan to earn revenues
from the sale and construction of recycling/processing plants and from the sale
of diesel fuel and heating oil produced at Clyvia GmbHs pilot plant located in
Wegberg-Wildenrath, Germany.

RECENT CORPORATE DEVELOPMENTS

The following corporate developments occurred subsequent to our
fiscal quarter ended July 31, 2007:

|1. | In August 2007, Clyvia GmbH applied to the European
      Patent Office to patent a chemical process used to stabilize unsaturated
      hydrocarbons in processed diesel and heating oil. We developed this
      process to prevent the output diesel and heating oil from turning black
      upon being exposed to oxygen. It is common for oil refineries to resolve
      this problem by artificially saturating the unsaturated hydrocarbons with
      hydrogen molecules using a process known as hydrogenation. However, this
      process is expensive. Our process involves feeding the diesel fuel and
      heating oil produced from our fractional depolymerization process into a
      secondary distillation facility that stabilizes the unsaturated
      hydrocarbons.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

|2. | In August 2007, Clyvia GmbH entered into a contract (the
      Oeko Contract) with Oeko + Bio Technologies AG (Oeko Bio) pursuant to
      which Clyvia GmbH agreed to produce 5 CL 500 processing installations to
      be based on its fractional depolymerization technology. The CL 500 plants
      are to be designed for the purpose of processing used bilge oils produced
      by shipping boats on the Rhine River, and other forms of waste oil, into
      diesel fuel and heating oil. The Oeko Contract calls for Clyvia GmbH to be
      paid EUR 14,250,000 ($19,522,500) for the 5 CL 500 plants and for the
      preparation of documents necessary to obtain operating permits for the
      plants. The purchase price for the CL 500 plants is to be placed by Oeko
      Bio into a trust account, and released to Clyvia GmbH upon Clyvia GmbH
      demonstrating that it has achieved certain milestones. The exact timing
      for the delivery of the CL 500 plants has not yet been determined. In
      November, 2007, a test batch of the bilge oils was received and tested. A
      report has been prepared and provided to Oeko Bio. Oeko Bio is a company
      based in Stuttgart, Germany that focuses on environmentally friendly
      energy technologies. Oeko Bio is currently in the process of setting up an
      investment fund that will finance the purchase price. Oeko Bio has
      informed us that it has received approval from the Bundesamt für
      Finanzaufsicht (BaFin), the German financial supervisory authority, and
      has begun the financing process.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Readers are cautioned that Oeko Bios ability to pay
      the purchase price for the CL 500 plants ordered is contingent upon it
      raising sufficient financing. There are no assurances that Oeko Bio will
      be able to obtain financing in an amount sufficient to enable it to
      purchase the ordered CL 500 plants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | In late August 2007, we conducted a demonstration run at
      our pilot plant for representatives from TÜV Rheinland Group (TÜV) in
      order to obtain to their certification regarding the functionality of our
      pilot plant when using plastics such as polyethylene or polypropylene as
      the input material. The output fuel produced in the demonstration run was
      sent to an independent laboratory to confirm that it meets the necessary
      requirements for use as heating oil and diesel fuel. Results from the
      independent laboratory were received at the end of September 2007. These
      results indicated that, of a total of about 20 test criteria set out under
      European diesel standard DIN EN 590, the output product from the plastics
      test run met all of the test criteria except for the following 4: density,
      flash point, filterability and sulphur content. Although our team at
      Clyvia GmbH believes that these issues can be resolved, a second test run
      provided similar results. We intend to make further adjustments and to
      conduct a third test run in mid- January, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | On August 27, 2007, we terminated our agreement with
      Energie Optimal GmbH. The agreement, signed in April, 2007, had provided
      Energie Optimal with the right to become Clyvia GmbHs exclusive worldwide
      distributor provided that it paid Clyvia GmbH a deposit of approximately
      EUR 36,750,000. We terminated our agreement with Energie Optimal for
      failing to provide the deposit within the required time frame.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | In October 2007, we received notice that an objection had
      been filed against the patent granted by the German Patent and Trademark
      Office (the GPTO) for our Fuel Technology, and that our patent had been
      revoked. An appeal has been filed with the GPTO by our patent attorneys.
      Our appeal of this matter could take up to one year to complete. During
      the appeal process, our patent rights will remain in tact. Although we
      believe that our appeal will be successful, there is no assurance of this.
      If our appeal is unsuccessful, competitors may be able to copy our
      technology and/or we could be prevented from using the technology at
      issue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

4

---

PLAN OF OPERATION

We have completed the construction, principal testing and
commissioning of our fractional depolymerization pilot plant. In addition, we
have completed large scale test runs of the pilot plant and have made minor
technical adjustments to optimize the pilot plants fractional depolymerization
process. We have obtained a report from TÜV Rheinland Group (TÜV), an
independent testing service, confirming that our pilot plant functions as
claimed when waste oil is used as the input substance. We are currently working
to obtain TÜV certification of our pilot plants functionality when using
plastics as the input product.

During the next twelve months, we intend to work on the
following projects in order to improve the Fuel Technology by improving the
quality of the output fuel produced by our fractional depolymerization process
and increasing the types of input waste materials that can be processed by our
fractional depolymerization process:

|1. | Modifying the system so that it is able to produce diesel
      fuel or heating oil from bituminous substances, rubber and organic
      materials such as garden cuttings and wood. To date, no depolymerization
      process has been able to process these materials into usable oil. Clyvia
      GmbH has not yet been able to successfully depolymerize these materials;
      however, it believes that it should be chemically possible to process
      these materials into diesel fuel or heating oil. In order to do this,
      Clyvia GmbH intends to use a pyrolysis process to breakdown the input
      materials and then feeding the resulting oils through its fractional
      depolymerization system.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Modifying the system to enable it to capture chlorine gas
      byproducts given off when input materials containing chlorine (such as
      PVCs) are processed. In order to solve the problem of toxic gas outputs,
      Clyvia GmbH is exploring the use of reagent materials to bind the chlorine
      as a common salt within the reactor system, allowing it to be disposed of
      in an environmentally friendly manner. Over the next three months, Clyvia
      intends to carry out tests to demonstrate this
process.                                                                                                                                                                                        

In addition, we expect to work on making minor improvements and
modifications to the Fuel Technology on an ongoing basis in order to increase
its marketability.

We have also begun focusing on marketing and selling the Fuel
Technology. Our marketing and sales program involves the following:

|(a) | We will conduct tests/demonstrations for potential
      purchasers of recycling/processing systems based on our Fuel Technology.
      It is expected that potential customers will provide us with samples of
      the input materials that they intend to use in systems purchased from us.
      We will then use these sample materials in our pilot plant to conduct a
      test run to determine the quality and amount of diesel fuel produced. The
      results of these tests will be used to formulate
      modifications/specifications for potential recycling/processing systems to
      be sold to the potential customer. We intend to charge potential customers
      for conducting the test runs.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(b) | When not using the pilot plant to conduct test runs, we
      may use the pilot plant to process used oil, bilge oil and/or other
      materials to produce diesel fuel or heating oil that we will sell directly
      to small oil companies and other potential buyers. The pilot plant
      contains two bulk storage tanks that can be used to store used oil or
      other input materials that we may use.                                                                                                                                                                                                                                                                                                      

5

---

In addition, throughout the next twelve months, we will invite
representatives from the waste management and energy production industries to
our facilities in order to conduct demonstrations of the Fuel Technology and our
recycling/processing plants.

We anticipate spending approximately EUR 2,000,000 (approximately
  $2,882,200) in pursuing the above plan of operation over the next twelve months.
  We currently do not have sufficient working capital to meet our anticipated
  needs for the next twelve months. We have not earned any significant revenues
  to date and there are no assurances that we will be able to do so in the future.
  In addition, we can not provide any assurances that our actual working capital
  needs for the next twelve months will not exceed the amounts that we have estimated.
  If we require additional financing, it is anticipated that such additional financing
  will likely be in the form of equity financing, as we do not expect there to
  be substantial debt financing available to us at this stage of our business.

Currently, we do not have any additional financing arrangements
in place and there are no assurances that we will be able to obtain sufficient
additional financing if needed. If we are not able to obtain sufficient
financing, we may scale down our proposed plan of operation as necessary.

RESULTS OF OPERATIONS

Three Months and Nine Months Summary

Three
      Months
    Three
      Months
    
    
    Nine
      Months
    Nine
      MonthsEnded
    Ended
    Percentage
    
    Ended
    Ended
    PercentageOctober 31,
    October 31,
    Increase /
    
    October 31,
    October 31,
    Increase /2007
    2006
    (Decrease)
    
    2007
    2006
    (Decrease)Revenue
    $4,771
    $--
    n/a
    
    $17,907
    $--
    n/aExpenses
    (337,051)
    (2,644,445)
    (87.3)%
    
    (1,661,236)
    (3,135,575)
    (47.0)%Other Items
    (17,993)
    (53)
    33,849.1%
    
    (18,368)
    18,186
    (201.0)%Net Loss
    $(350,273)
    $(2,644,498)
    (86.8)%
    
    $(1,661,697)
    $(3,117,389)
    (46.7)%Before Taxes


Revenue

During the nine months ended October 31, 2007, we earned revenues
  of $17,907. These revenues were earned by us from the sale of heating oil to
  Heitzer Tankschutz & Mineralole (Heitzer Tankschutz) under the
  terms of our waste oil processing agreement with them. In addition to these
  amounts, we earned miscellaneous income of $13,267 during the nine months ended
  October 31, 2007 for amounts charged by us for preparing a quote for Clyvia
  plants.

We are presently still in the development stage of our
business. We have begun to sell heating oil under our processing agreement with
Heitzer Tankschutz; however, our revenues from those sales have been nominal
thus far. In addition, although we have earned some income from test runs
conducted through our pilot plant of sample materials provided by prospective
purchasers of our recycling/processing system, we have not completed the sale of
any recycling/processing systems and there are no assurances that we will be
able to do so in the future. Although we have entered into a number of
distribution agreements for recycling/processing plants based on our Fuel
Technology, there are no assurances that these agreements will result in any
actual sales of our products or that we will be able to otherwise earn any
significant revenues.

6

---

Operating Expenses

Our operating expenses for the three and nine month periods
ended October 31, 2007 and 2006 consisted of the following:

Three
    ThreeMonths
    Months
    
    
    Nine Months
    Nine MonthsEnded
    Ended
    Percentage
    
    Ended
    Ended
    PercentageOctober 31,
    October 31,
    Increase /
    
    October 31,
    October 31,
    Increase /2007
    2006
    (Decrease)
    
    2007
    2006
    (Decrease)Amortization
    $70,819
    $13,213
    436.0%
    
    $151,917
    $24,658
    516.1%Management Fees
    70,725
    65,088
    8.7%
    
    207,846
    191,749
    8.4%Professional Fees
    49,852
    76,608
    (34.9)%
    
    281,873
    211,437
    33.3%Other Operating
    140,824
    149,452
    (5.8)%
    
    436,663
    366,182
    19.2%ExpensesStock Based
    --
    2,340,000
    (100)%
    
    577,156
    2,340,000
    (75.3)%CompensationForeign Currency Loss
    4,831
    84
    5,651.2%
    
    5,781
    1,549
    273.2%Total Operating
    $337,051
    $2,644,445
    (87.3)%
    
    $1,661,236
    $3,135,575
    (47.0)%Expenses


Management fees represent amounts paid as compensation to our
executive officers and the executive officers of Clyvia GmbH during the
respective three and nine month periods ended October 31, 2007 and 2006. The
slight increase in management fees in the three and nine month periods ended
October 31, 2007 from the three and nine month periods ended October 31, 2006
was primarily the result of changes in foreign exchange rates.

Professional fees consist primarily of amounts incurred for
certain investor relations services and for legal and accounting services
provided in connection with meeting our ongoing reporting obligations under the
Securities Exchange Act of 1934.

Other operating expenses consist primarily of amounts spent on
salaries and wages, advertising, and travel, as well as other miscellaneous
office expenses. The increased other operating expenses during the nine months
ended October 31, 2007 relate to additional marketing and business development
activities undertaken during the period.

Stock based compensation represents the fair value of options
granted during the period. The decrease in stock based compensation during the
three months ended October 31, 2007 was due to the fact that we did not issue
any options to purchase shares of our common stock.

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital         |                           |                           |                      
|----------------------- | ------------------------- | ------------------------- | ---------------------
|                        |                           |                           | Percentage           
|                        | At
      October 31, 2007 | At
      January 31, 2007 | Increase / (Decrease)
|Current Assets          | $77,121                   | $344,881                  | (77.6)%              
|Current Liabilities     | (617,421)                 | (330,560)                 | 86.8%                
|Working Capital Surplus | $(540,300)                | $14,321                   | (3,872.8)%           
|(Deficiency)            |                           |                           |                      

7

---

As at October 31, 2007, we had bank indebtedness in the amount
of $37,843. Included in current liabilities are approximately $193,154 due to
related parties primarily on account of amounts owed for the purchase of plant
and equipment and unpaid management fees and reimbursable expenses. The decrease
in our working capital from our year ended January 31, 2007 is largely
attributable to the fact that our only significant sources of financing during
the period were short-term loans obtained from third parties.

|Cash Flows                                    |                   |                  
|--------------------------------------------- | ----------------- | -----------------
|                                              | Nine Months Ended | Nine Months Ended
|                                              | October 31, 2007  | October 31, 2006 
|Cash Flows used in Operating
      Activities | $(403,920)        | $(833,916)       
|Cash Flows used in Investing Activities       | (268,961)         | (2,463,076)      
|Cash Flows from Financing
      Activities    | 391,740           | 1,214,686        
|Effect of Foreign Currency Translation        | 9,281             | 53,500           
|Net Decrease in Cash During
      Period      | $(271,860)        | $(2,028,806)     

Financing Requirements

We anticipate that we will continue to incur losses for the
foreseeable future, as we expect to incur substantial product development,
marketing and/or operating expenses in implementing our plan of operation. Our
future financial results are uncertain due to a number of factors, many of which
are outside of our control. These factors include, but are not limited to:

|(a) | our ability to develop commercially marketable products
      based on the Fuel Technology;                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                              
|(b) | our ability to raise additional capital necessary to
      implement our business strategy and plan of operation;            
|    |                                                                                                                              
|(c) | our ability to compete with other existing technologies;
      and                                                           
|    |                                                                                                                              
|(d) | the success of any marketing and promotional campaign
      which we conduct for our products once development is
  complete.

The financial statements accompanying this Quarterly Report
contemplate our continuation as a going concern. However, we have sustained
substantial losses, have a limited operating history and are still in the
development stage of our business. In the past, our principal source of
financing has been sales of our equity securities made in private placement
transactions and short-term debt financing. During the nine months ended October
31, 2007, our sole sources of financing were short-term bank loans and
short-term loans from third parties.

We currently do not have sufficient working capital to meet our
anticipated needs for the next twelve months. We have not earned any significant
revenues to date and there are no assurances that we will be able to do so in
the future. In addition, we can not provide any assurances that our actual
working capital needs for the next twelve months will not exceed the amounts
that we have estimated.

During the next twelve months, we anticipate that we will
continue to seek financing through private placement sales of our equity
securities as we do not expect to be able to meet all of our financial needs
through other methods of financing. Additional sales of our equity securities,
if needed, will dilute the interests of existing shareholders.

8

---

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
requires our management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates. Our management routinely makes judgments and
estimates about the effects of matters that are inherently uncertain.

Our significant accounting policies are disclosed in Note 3 to
the financial statements included in this Quarterly Report.

RISKS AND UNCERTAINTIES

Need For Financing

We currently do not have sufficient working capital to meet our
anticipated needs during the next twelve months. We have not earned any
significant revenues to date and there are no assurances that we will be able to
do so in the future. In addition, there are no assurances that our actual
working capital needs for the next twelve months will not exceed our estimates
of those needs. If our actual working capital requirements are substantially
greater than we have anticipated and/or we are not able to earn significant
revenues, then we may be required to seek additional financing. We currently do
not have any financing arrangements in place and there is no assurance that we
will be able to acquire sufficient financing on terms acceptable to us or at
all. If sufficient financing is not available or obtainable when and if
required, our ability to meet our financial obligations and pursue our plan of
operation will be substantially limited and investors may lose a substantial
portion or all of their investment.

We Are Still Testing And Refining The Fuel Technology And
The Pilot Plant

Although we have completed the construction of our pilot plant
and we have entered into agreements granting certain distribution rights and
sales licenses for recycling/processing systems based on our Fuel Technology, we
are still in the process of refining of the pilot plant and the Fuel Technology.
We have engaged the services of an independent testing service to assess whether
our pilot plant and the Fuel Technology function as claimed. There are no
assurances that the results of their investigation will be positive. If we are
unable to obtain independent confirmation of our claims with respect to the
pilot plant and the Fuel Technology, this may adversely affect our ability to
sell recycling/processing plants based on that technology.

9

---

Although We Have Entered Into Distribution Contracts For The
Sale Of Fractional Depolymerization Plants. Based On Our Fuel Technology,
We Have Not Yet Completed Any Sales Of Such Plants And There Are No
Assurances That We Will Be Able To Do So In The Future

Our distributors do not have a binding obligation to purchase
our fractional depolymerization plants, although their agreements provide that
they will lose their distribution rights if they fail to sell any such systems.
There are no assurances that our distribution agreements will lead to any future
sales of our fractional depolymerization systems.

Oeko Bio does not currently have sufficient financial resources
to pay the purchase price for the ordered CL 500 plants as set out in the Oeko
Contract. Oeko Bio has informed Clyvia GmbH that they are seeking to obtain
financing sufficient to allow them to meet their obligations under the Oeko
Contract. However, there are no assurances that Oeko Bio will be able to obtain
sufficient financing and there are no assurances that we will receive the
purchase price or any other payments from Oeko Bio.

Limited Operating History, Risks Of A New Business
Venture

Clyvia GmbH was formed on December 21, 2004, and as such, does
not have a lengthy operating history upon which future performance may be
assessed.

Potential investors should be aware of the difficulties
normally encountered by a new enterprise and the high rate of failure of such
enterprises. The potential for future success must be considered in light of the
problems, expenses, difficulties complications and delays encountered in
connection with the development of a business in the area in which we intend to
operate and in connection with the formation and commencement of operations of a
new business in general. These include, but are not limited to, unanticipated
problems relating to research and development programs, marketing, approvals by
government agencies, competition and additional costs and expenses that may
exceed current estimates. There is no history upon which to base any assumption
as to the likelihood that our business will prove to be successful, and there
can be no assurance that we will generate any significant operating revenues or
ever achieve profitable operations.

Our Operations May Be Subject To Extensive Government
Regulations

Our operations are carried out through our wholly owned
subsidiary, Clyvia GmbH. Clyvia GmbH is based in Germany and its operations may
be subject to extensive government regulations in Europe or any other
jurisdiction in which products based on the Fuel Technology are marketed.
Municipal solid waste management and the production of diesel fuels and heating
oils are highly regulated industries and we may have to satisfy numerous
mandatory procedures, regulations, and safety standards established by federal
and state regulatory agencies in order to develop and market the Fuel
Technology. The extent to which these regulations may apply to us is not yet
fully known and there can be no assurance that we can successfully comply with
all present or future government regulations.

Rapid Technological Changes In The Alternative Fuels
Industry Could Make Our Products Obsolete

The alternative fuels industry in which we intend to compete is
characterized by rapid technological change and intense competition. New
technologies, products and industry standards will develop at a rapid pace which
could make our planned products obsolete. Our future success will depend upon
our ability to rapidly develop a working prototype of the Fuel Technology and to
commercialize and market products based on the Fuel Technology. In addition, we
will be required to introduce product enhancements to address the needs of our
customers. Delays in our ability to develop the Fuel

10

---

Technology and products based on the Fuel Technology may allow
competitors to obtain a significant advantage over us and may make it more
difficult for us to develop our business.

Asserting And Defending Intellectual Property Rights May
Impact Results Of Operations

The success of our business may depend on our ability to
protect our proprietary process and technology from competitors. Our pilot plant
and the recycling/processing plants that we will attempt to sell are based on
our own technology, for which we were granted a patent from the GPTO. An
objection has been filed with the GPTO against our patent. Although we have
filed an appeal against this objection, there is no assurance that our appeal
will be granted. If we are unsuccessful in our appeal, we may lose our patent
rights to the Fuel Technology. If this occurs, competitors may be able to copy
our technologies or we may be prevented from using the technologies in
question.

Even if our appeal is granted, in the future we may be required
to defend our intellectual property rights through litigation. The financial
cost of such litigation could have a material impact on our financial condition
even if we are successful in developing and marketing products and in defending
any of our intellectual property rights, of which there is no assurance.
Furthermore, an adverse outcome in any litigation or interference proceeding
could subject us to significant liabilities to third parties and require us to
cease using the technology that is at issue or to license the technology from
third parties. In addition, a finding that any of our intellectual property
rights are invalid could allow competitors to more easily and cost-effectively
compete. Thus, an unfavorable outcome in any patent litigation or interference
proceeding could have a material adverse effect on our business, financial
condition and results of operations.

We Intend To Operate In A Highly Competitive Industry

The alternative energy market is an emerging market and is
constantly evolving. No single alternative source of diesel fuel or heating oil
has gained wide spread acceptance; however, a number of companies world wide are
attempting to develop alternative sources of energy and the market is highly
competitive. Our future success is dependent upon our ability to develop the
Fuel Technology as an effective, efficient and economical source of energy and
our ability to effectively market the Fuel Technology. There is no assurance
that we will be able to successfully do either of these things.

Even if we are successful in developing the Fuel Technology,
the Fuel Technology will compete direct with existing sources of oil such as
fossil fuels and with existing forms of municipal solid waste management. The
fossil fuel industry and the solid waste management industry are both well
established and dominated by companies with abundant technical, financial,
marketing, sales and other resources. If we are to succeed, we will need to
differentiate the benefits of the Fuel Technology from those marketed by
existing sources of oil and waste management processes. Even if we are able to
successfully differentiate the Fuel Technology, there is no assurance that the
Fuel Technology will be able to gain acceptance in the marketplace.

Dependence On Key Personnel

Our success will largely depend on the performance of our
management and on the management of Clyvia GmbH. We are currently dependent upon
a limited number of employees and consultants. As such, our success will also
depend on our ability to attract and retain highly skilled technical, research,
management, regulatory compliance, sales and marketing personnel. Competition
for such personnel is intense. The loss of the services of such personnel or the
inability to attract and retain other key personnel could impair the development
of our business, operating results and financial condition.

11

---

ITEM
3.               
CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based on that evaluation, our principal executive
officer and principal financial officer has concluded that these disclosure
controls and procedures are effective.

There were no changes in our internal control over financial
reporting during the last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

12

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PART II - OTHER INFORMATION

ITEM
1.               
LEGAL PROCEEDINGS.

None.

ITEM
2.               
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM
3.               
DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM
4.               
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM
5.               
OTHER INFORMATION.

Except as otherwise disclosed elsewhere in this Quarterly
Report, all information required to be disclosed in a Current Report on Form 8-K
during the period covered by this Quarterly Report has been previously disclosed
by the filing of such reports on Form 8-K.

ITEM
6.               
EXHIBITS.

|Exhibit |  |                                                                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                 
|        |  |                                                                                                                                                                                        
|3.1     |  | Articles of
      Incorporation.(1)                                                                                                                                                    
|        |  |                                                                                                                                                                                        
|3.2     |  | Certificate of
      Change.(5)                                                                                                                                                        
|        |  |                                                                                                                                                                                        
|3.3     |  | Articles of
      Amendment changing name from Rapa Mining Inc. to Clyvia Inc.
      (9)                                                                                               
|        |  |                                                                                                                                                                                        
|3.4     |  | By-Laws.(1)                                                                                                                                                                            
|        |  |                                                                                                                                                                                        
|10.1    |  | Mineral Property Option Agreement.(1)                                                                                                                                                  
|        |  |                                                                                                                                                                                        
|10.2    |  | Amendment Agreement to Mineral Property Option
      Agreement.(4)                                                                                                                     
|        |  |                                                                                                                                                                                        
|10.3    |  | Escrow Agreement.(2)                                                                                                                                                                   
|        |  |                                                                                                                                                                                        
|10.4    |  | Amended Escrow Agreement.(3)                                                                                                                                                           
|        |  |                                                                                                                                                                                        
|10.5    |  | Share Purchase Agreement between Clyvia Capital Holding
      GmbH, Rapa Mining Inc., Clyvia Technology GmbH and Brian Cheston, dated
      for reference the 7thday of April, 2005.(7)
|        |  |                                                                                                                                                                                        
|10.6    |  | License Agreement between ECO Impact GmbH and Clyvia
      Technology GmbH (translated from German to English).(9)                                                                     
|        |  |                                                                                                                                                                                        
|10.7    |  | Management Services Agreement between Walter P.W. Notter
      and Clyvia Inc. (formerly Rapa Mining Inc.) dated effective as of June
      30, 2005.(9)                             

13

---

|Exhibit |  |                                                                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                                
|        |  |                                                                                                                                                                                                       
|10.8    |  | Amendment to Management Services Agreement between Walter
      P.W. Notter and Clyvia Inc. (formerly Rapa Mining Inc.) dated effective
      as of July 11, 2005.(9)                               
|        |  |                                                                                                                                                                                                       
|10.9    |  | Memorandum of Understanding Between Clyvia Technology
      GmbH and Wong Chee Wah.(10)                                                                                                               
|        |  |                                                                                                                                                                                                       
|10.10   |  | Property Purchase Agreement between Clyvia Technology
      GmbH (German subsidiary of Clyvia) and Stadtentwicklungsgesellschaft der
      Stadt Wegberg mbH (translated from German to English). (11)
|        |  |                                                                                                                                                                                                       
|10.11   |  | Agreement between Clyvia Technology GmbH and HII GmbH
      Industrieanlagen Bau und Beratung (translated from German to
      English).(12)                                                          
|        |  |                                                                                                                                                                                                       
|10.12   |  | Letter dated May 2, 2006 from Clyvia Technology GmbH to
      HII GmbH (translated from German to English). (12)                                                                                      
|        |  |                                                                                                                                                                                                       
|10.13   |  | Exclusive Distribution Contract between Clyvia Technology
      GmbH and Bureau Wiebes & Partners Ltd. (translated from German to
      English). (12)                                                
|        |  |                                                                                                                                                                                                       
|10.14   |  | Exclusive Distribution Contract between Clyvia Technology
      GmbH and Energy Recycling Systems Sarl (translated from German to
      English). (12)                                                
|        |  |                                                                                                                                                                                                       
|10.15   |  | Exclusive Distribution Contract between Clyvia Technology
      GmbH and Grundstuecksgesellschaft FOCUS mbH & Co. Bau und Boden KG
      (translated from German to English). (12)                    
|        |  |                                                                                                                                                                                                       
|10.16   |  | Letter Agreement amending the scope of non-exclusive
      distribution rights granted to Energy Recycling Systems Sarl (translated
      from German to English). (12)                               
|        |  |                                                                                                                                                                                                       
|10.17   |  | Amended License Agreement between ECO Impact GmbH and
      Clyvia Technology GmbH (translated from German to English).
      (12)                                                                    
|        |  |                                                                                                                                                                                                       
|10.18   |  | 2005 Stock Option Plan.(8)                                                                                                                                                                            
|        |  |                                                                                                                                                                                                       
|10.19   |  | 2006 Stock Option Plan.(13)                                                                                                                                                                           
|        |  |                                                                                                                                                                                                       
|10.20   |  | Non-Qualified Stock Option Agreement between Clyvia Inc.
      and Walter Notter dated effective as of August 16, 2006.(13)                                                                           
|        |  |                                                                                                                                                                                                       
|10.21   |  | Non-Qualified Stock Option Agreement between Clyvia Inc.
      and Manfred Sappok dated effective as of August 16, 2006.(13)                                                                          
|        |  |                                                                                                                                                                                                       
|10.22   |  | Non-Qualified Stock Option Agreement between Clyvia Inc.
      and Dieter Wagels dated effective as of August 16, 2006.(13)                                                                           
|        |  |                                                                                                                                                                                                       
|10.23   |  | Employment Contract between Clyvia Technology GmbH and
      Manfred Sappok (translated from German to English).(13)                                                                                  
|        |  |                                                                                                                                                                                                       
|10.24   |  | Letter from Clyvia Technology GmbH to Manfred Sappok 
      Salary Increase (translated from German to English). (14)                                                                                
|        |  |                                                                                                                                                                                                       
|10.25   |  | Amendment Agreement to Employment Contract between Clyvia
      Technology GmbH, Manfred Sappok and Clyvia Inc. (14)                                                                                  
|        |  |                                                                                                                                                                                                       
|10.26   |  | Employment Contract between Clyvia Technology GmbH and
      Dieter Wagels (translated from German to English).(13)                                                                                   
|        |  |                                                                                                                                                                                                       
|10.27   |  | Amendment Agreement to Employment Contract between Clyvia
      Technology GmbH, Dieter Wagels and Clyvia Inc.(14)                                                                                    
|        |  |                                                                                                                                                                                                       
|10.28   |  | Exclusive Distribution Agreement between Clyvia
      Technology GmbH and Energie Optimal GmbH (translated from German to
      English).(15)                                                         
|        |  |                                                                                                                                                                                                       
|10.29   |  | Non-Qualified Stock Option Agreement between Clyvia Inc.
      and Walter P.W.                                                                                                                        

14

---

|Exhibit |  |                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                    
|        |  |                                                                                                                                                           
|        |  | Notter dated effective as of July
      12, 2007.(16)                                                                                                     
|        |  |                                                                                                                                                           
|10.30   |  | Non-Qualified
        Stock Option Agreement between Clyvia Inc. and John Boschert dated effective
        as of July 12, 2007.(16)                       
|        |  |                                                                                                                                                           
|14.1    |  | Code of Ethics.(6)                                                                                                                                        
|        |  |                                                                                                                                                           
|21.1    |  | List of Subsidiaries.(12)                                                                                                                                 
|        |  |                                                                                                                                                           
|31.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                                                                           
|32.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

|(1)  | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on March 16, 2004.             
|---- | ----------------------------------------------------------------------------------------------------------------------------------
|(2)  | Filed with the SEC as an exhibit to Amendment No. 3 to
      our Registration Statement on Form SB-2/A filed on July 19,
2004.    
|(3)  | Filed with the SEC as an exhibit to Amendment No. 4 to
      our Registration Statement on Form SB-2/A filed on August 10,
  2004.
|(4)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 30, 2004.                             
|(5)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on February 18, 2005.                              
|(6)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on May 2, 2005.                                  
|(7)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on April 18, 2005.                                 
|(8)  | Filed with the SEC as an exhibit to our Registration
      Statement on Form S-8 filed on August 25, 2005.                        
|(9)  | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on September 23, 2005.                        
|(10) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on December 23, 2005.                         
|(11) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on March 1, 2006.                                  
|(12) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on May 16, 2006.                                 
|(13) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on August 28, 2006.                                
|(14) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on September 14, 2006.                        
|(15) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on May 16, 2007.                                 
|(16) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on July 18, 2007.                                  

15

---

SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|      |                   |     | CLYVIA INC.                                              
|----- | ----------------- | --- | ---------------------------------------------------------
|      |                   |     |                                                          
|      |                   |     |                                                          
|      |                   |     |                                                          
|Date: | December 22, 2007 | By: | /s/
      Walter P.W. Notter                             
|      |                   |     | WALTER P.W. NOTTER                                       
|      |                   |     | President, Treasurer,                                    
|      |                   |     | Chief Executive Officer and Chief Financial
      Officer
|      |                   |     | Director                                                 
|      |                   |     | (Principal Executive Officer                             
|      |                   |     | and Principal Accounting Officer)                        

---