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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 July 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
September 13, 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.

(formerly Rapa Mining Inc.)

(A Development Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)



July 31, 2007
  (Unaudited)

---

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

|                                                                         |   | July 31,    |  
|------------------------------------------------------------------------ | - | ----------- | -
|                                                                         |   | 2007        |  
|                                                                         |   |             |  
|ASSETS                                                                   |   |             |  
|                                                                         |   |             |  
|Current Assets                                                           |   |             |  
|Other receivables                                                        | $ | 97,528      |  
|Other receivables related
      parties (Note 7)                        |   | 4,286       |  
|Prepaid expenses                                                         |   | 11,822      |  
|Deferred tax asset, less valuation allowance
      $936,250              |   | -           |  
|Total Current Assets                                                     |   | 113,636     |  
|                                                                         |   |             |  
|Property,
      plant and equipment (Note 4)                             |   | 3,272,854   |  
|                                                                         |   |             |  
|Total Assets                                                             | $ | 3,386,490   |  
|                                                                         |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                     |   |             |  
|                                                                         |   |             |  
|Current Liabilities                                                      |   |             |  
|Bank indebtedness                                                        | $ | 10,036      |  
|Accounts payable and accrued liabilities                                 |   | 289,404     |  
|Accounts payable and accrued
      liabilities related parties (Note 7) |   | 124,574     |  
|Deposit
      unearned revenue                                          |   | 20,481      |  
|Total Current Liabilities                                                |   | 444,495     |  
|                                                                         |   |             |  
|Loans payable (Note 5)                                                   |   | 751,613     |  
|                                                                         |   |             |  
|Total Liabilities                                                        |   | 1,196,108   |  
|                                                                         |   |             |  
|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                 |   | 574,420     |  
|Deficit
      accumulated during the development stage                   |   | (12,717,630 | )
|                                                                         |   |             |  
|Total Stockholders
      Equity                                         |   | 2,190,382   |  
|                                                                         |   |             |  
|Total Liabilities
      and Stockholders Equity                         | $ | 3,386,490   |  

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

F-2

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

CumulativeAmounts
      
      
      Six
      
      
      Six
      
      
      Three
      
      
      ThreeFrom Inception
      
      
      Months
      
      
      Months
      
      
      Months
      
      
      Months(December 21,
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      Ended2004) to July 31,
      
      
      July 31,
      
      
      July 31,
      
      
      July 31,
      
      
      July 31,2007
      
      
      2007
      
      
      2006
      
      
      2007
      
      
      2006REVENUE
      $
      13,136
      
      $
      13,136
      
      $
      -
      
      $
      2,845
      
      $
      -EXPENSESAmortization
      
      122,264
      
      
      81,098
      
      
      11,445
      
      
      67,174
      
      
      7,182Management fees
      
      476,489
      
      
      137,121
      
      
      126,661
      
      
      69,646
      
      
      64,883Professional fees
      
      907,673
      
      
      232,021
      
      
      134,829
      
      
      165,645
      
      
      61,550Other operating expenses
      
      1,025,692
      
      
      295,839
      
      
      216,730
      
      
      130,437
      
      
      131,747Stock-based compensation
      
      9,963,954
      
      
      577,156
      
      
      -
      
      
      577,156
      
      
      -Foreign currency loss
      
      258,502
      
      
      950
      
      
      1,465
      
      
      56
      
      
      93212,754,574
      
      
      1,324,185
      
      
      491,130
      
      
      1,010,114
      
      
      266,294LOSS BEFORE OTHER ITEMSAND INCOME TAXES
      
      (12,741,438
      )
      
      (1,311,049
      )
      
      (491,130
      )
      
      (1,007,269
      )
      
      (266,294
      )OTHER ITEMSInterest expense
      
      (23,155
      )
      
      (14,951
      )
      
      -
      
      
      (11,245
      )
      
      -Interest income
      
      23,176
      
      
      1,309
      
      
      12,741
      
      
      380
      
      
      6,544Miscellaneous income
      
      23,787
      
      
      13,267
      
      
      5,498
      
      
      -
      
      
      5,434LOSS BEFORE INCOME TAXES
      
      (12,717,630
      )
      
      (1,311,424
      )
      
      (472,891
      )
      
      (1,018,134
      )
      
      (254,316
      )Provision for income taxes
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -NET LOSS
      
      (12,717,630
      )
      
      (1,311,424
      )
      
      (472,891
      )
      
      (1,018,134
      )
      
      (254,316
      )OTHER COMPREHENSIVE INCOME (LOSS)Foreign currency translation adjustment
      
      574,420
      
      
      146,119
      
      
      39,694
      
      
      (1,508
      )
      
      11,243COMPREHENSIVE LOSS
      $
      (12,143,210
      )
      $
      (1,165,305
      )
      $
      (433,197
      )
      $
      (1,019,642
      )
      $
      (243,073
      )BASIC AND DILUTED NET LOSS PER SHARE
      
      
      
      $
      (0.01
      )
      $
      (0.00
      )
      $
      (0.01
      )
      $
      (0.00
      )WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING
      
      
      
      
      102,351,779
      
      
      100,700,437
      
      
      102,351,779
      
      
      101,071,255


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

F-3

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

|                                                                              |   | Cumulative        |   |   |            |   |   |            |  
|----------------------------------------------------------------------------- | - | ----------------- | - | - | ---------- | - | - | ---------- | -
|                                                                              |   | Amounts           |   |   | Six        |   |   | Six        |  
|                                                                              |   | From Inception    |   |   | Months     |   |   | Months     |  
|                                                                              |   | (December 21,     |   |   | Ended      |   |   | Ended      |  
|                                                                              |   | 2004) to July 31, |   |   | July 31,   |   |   | July 31,   |  
|                                                                              |   | 2007              |   |   | 2007       |   |   | 2006       |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                          |   |                   |   |   |            |   |   |            |  
|Net loss for the period                                                       | $ | (12,717,630       | ) | $ | (1,311,424 | ) | $ | (472,891   | )
|Adjustments to reconcile net loss to cash used
      in operating activities: |   |                   |   |   |            |   |   |            |  
|Stock-based compensation                                                      |   | 9,963,954         |   |   | 577,156    |   |   | -          |  
|Amortization                                                                  |   | 121,721           |   |   | 80,555     |   |   | 10,011     |  
|Change in operating assets and liabilities                                    |   |                   |   |   |            |   |   |            |  
|Increase in other receivables                                                 |   | (97,135           | ) |   | (61,225    | ) |   | (101,288   | )
|Increase in other receivables related
      parties                          |   | (4,209            | ) |   | (4,209     | ) |   | -          |  
|Decrease (increase) in
      prepaid expenses                                 |   | (7,257            | ) |   | 29,387     |   |   | (6,405     | )
|Increase in accounts payable and accrued
      liabilities                    |   | 501,137           |   |   | 225,741    |   |   | 105,581    |  
|Increase in accounts payable
      and accrued liabilities related parties   |   | 123,289           |   |   | 123,289    |   |   | -          |  
|Increase in deposit unearned revenue                                         |   | 20,112            |   |   | 20,112     |   |   | -          |  
|Increase in accrued interest payable                                          |   | 22,175            |   |   | 13,970     |   |   | 541        |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|Net cash used in operating activities                                         |   | (2,073,843        | ) |   | (306,648   | ) |   | (464,451   | )
|                                                                              |   |                   |   |   |            |   |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                          |   |                   |   |   |            |   |   |            |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|Acquisition of capital assets                                                 |   | (3,419,162        | ) |   | (229,713   | ) |   | (2,267,920 | )
|                                                                              |   |                   |   |   |            |   |   |            |  
|Net cash used in investing activities                                         |   | (3,419,162        | ) |   | (229,713   | ) |   | (2,267,920 | )
|                                                                              |   |                   |   |   |            |   |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                          |   |                   |   |   |            |   |   |            |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|Bank indebtedness                                                             |   | 9,855             |   |   | 9,855      |   |   | -          |  
|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                                                   |   | 438,052           |   |   | 248,052    |   |   | 190,000    |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|Net cash provided by financing activities                                     |   | 4,838,828         |   |   | 257,907    |   |   | 1,214,686  |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                     |   |                   |   |   |            |   |   |            |  
|CASH DURING THE
      PERIOD                                                  |   | 654,177           |   |   | 6,594      |   |   | 59,183     |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|NET DECREASE IN CASH                                                          |   | -                 |   |   | (271,860   | ) |   | (1,458,502 | )
|                                                                              |   |                   |   |   |            |   |   |            |  
|CASH, BEGINNING
      OF PERIOD                                               |   | -                 |   |   | 271,860    |   |   | 2,089,518  |  
|                                                                              |   |                   |   |   |            |   |   |            |  
|CASH, END OF PERIOD                                                           | $ | -                 |   | $ | -          |   | $ | 631,016    |  

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

F-4

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|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|July 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 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 July 31, 2007 and for all periods presented,
        have been included. Interim results for the period ended July 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.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|July 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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

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

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                          
|   | (d)                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                          
|   | Prepaid expenses consist primarily of prepaid
        rent and insurance.                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                          
|   | (e)                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                          
|   | Other receivables consist primarily of Value
        Added Tax in Germany.                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                          
|   | (f)                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                          
|   | 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.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|July 31, 2007                                 
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company's financial instruments consist
        of cash, other receivables, accounts payable and accrued liabilities 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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 July 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|July 31, 2007                                 
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In July 2006, the Financial Accounting Standards
        Board (FASB) issued FASB Interpretation No. (FIN)
        48, Accounting for Uncertainty in Income Taxes.FIN
        48 clarifies the accounting and reporting for uncertainties in income
        tax law. FIN 48 prescribes a comprehensive model for the financial statement
        recognition, measurement, presentation and disclosure of uncertain tax
        positions taken or expected to be taken in income tax returns. FIN 48
        is effective for fiscal years beginning after December 15, 2006.                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In September 2006, the SEC issued Staff Accounting
        Bulletin (SAB) No. 108, Considering the Effects of
        Prior Year Misstatements when Quantifying Misstatements in Current Year
        Financial Statements. SAB No. 108 provides guidance on how prior
        year misstatements should be taken into consideration when quantifying
        misstatements in current year financial statements for purposes of determining
        whether the current years financial statements are materially misstated.
        SAB No. 108 is effective for fiscal years ending on or after November
        15, 2006.                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In September 2006, the FASB issued SFAS No.
        157, Fair Value Measurements.SFAS No. 157 establishes
        a framework for measuring the fair value of assets and liabilities. This
        framework is intended to provide increased consistency in how fair value
        determinations are made under various existing accounting standards which
        permit, or in some cases require, estimates of fair market value. SFAS
        No. 157 is effective for fiscal years beginning after November 15, 2007,
        and interim periods within those fiscal years. Earlier application is
        encouraged, provided that the reporting entity has not yet issued financial
        statements for that fiscal year, including any financial statements for
        an interim period within that fiscal year.

F-9

---

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

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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 these new accounting pronouncements will have a significant effect
        on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (q)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Certain amounts reported in the prior periods
        have been reclassified to conform to the current periods presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-10

---

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

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

July 31,2007Office equipment
      $
      93,069Plant equipment
      
      2,130,529Laboratory equipment
      
      27,190Building
      
      972,562Land
      
      171,7683,395,118Accumulated depreciation
      
      (122,264
      )Net book value
      $
      3,272,854


|   | 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.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the six months ended July 31, 2007, a loan was
        granted from a third party company for Euro 35,000 (US -$47,788). The
        loan bears interest at 8.5% per annum and is due September 30, 2007. Interest
        expense accrued for the six and three months ended July 31, 2007 totaled
        Euro 0 (US -$0) and Euro 0 (US -$0), respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the six months ended July 31, 2007, a loan was
        granted from a third party company for Euro 150,000 (US -$204,805). In
        addition, the same third party company agreed to reclassify Euro 210,000
        (US -$286,728) of accounts payable to loans payable. The loans bear interest
        at 8.5% per annum and were due August 31, 2007. Subsequent to July 31,
        2007, the loans were extended to December 31, 2007. Interest expense accrued
        for the six and three months ended July 31, 2007 totaled Euro 4,765 (US
        -$6,455) and Euro 4,765 (US - $6,455), respectively.                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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 six and three months ended July 31, 2007 totaled $7,581
        and 3,875, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-11

---

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

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At July 31, 2007, included in other receivables related
        parties is Euro 3,139 (US -$4,286) owed from a company with common directors
        and officers of Clyvia Technology for vehicle maintenance. Net Vehicle
        costs paid for the six and three months ended July 31, 2007 totaled Euro
        5,610 (US -$7,528) and Euro 3,033 (US -$4,109), respectively.                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At July 31, 2007, included in accounts payable is Euro
        46,634 (US -$63,672) owed to a company related to a managing director
        of Clyvia Technology for the purchase of plant equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At July 31, 2007, included in accounts payable and accrued
        liabilities related parties is Euro 5,669 (US - $7,740) owed to
        an individual related to a managing director of Clyvia Technology for
        scientific consulting services.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At July 31, 2007, included in accounts payable is CAD
        $95 (US -$90) owed to a former officer and director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At July 31, 2007, included in accounts payable is Euro
        38,870 (US -$53,072) owed to a director and officer of the Company for
        management fees and reimbursement of expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Management fees paid to an officer and director of the
        Company for the six and three months ended July 31, 2007 totaled Euro
        45,000 (US -$60,732) and Euro 22,500 (US $31,084), respectively. Consulting
        fees paid to an officer of the Company for the six and three months ended
        July 31, 2007 totaled $6,000 and $3,000, respectively. Wages paid to officers
        and directors of Clyvia Technology for the six and three months ended
        July 31, 2007 totaled Euro 52,500 (US -$70,389) and Euro 26,250 (US -$35,562).
        Amounts due to and from officers and directors are unsecured, non-interest
        bearing and due on demand.

F-12

---

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

|7. | RELATED PARTY TRANSACTIONS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Lease fees paid to a company related to a managing director
        of Clyvia Technology for the six and three months ended July 31, 2007
        totaled Euro 3,702 (US -$4,966) and Euro 1,931 (US $2,616).                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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.                         

F-13

---

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

|8. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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.                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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.

F-14

---

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

|9. | STOCK OPTIONS AND WARRANTS (continued)
      Stock Options (continued)
|-- | ----------------------------------------------------------------------

| |                                              |           | 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, July 31, 2007           | 9,870,000 | $          0.98 

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, 2007.

A summary of stock options outstanding
  at July 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
      2.94
      $ 1.09
      6,050,000
      $ 1.09$ 1.00
      100,000
      4.04
      $
        1.00
      100,000
      $ 1.002006 Stock Option Plan$ 1.00
      2,500,000
      4.04
      $
        1.00
      1,000,000
      $ 1.00$ 0.40
      1,220,000
      4.95
      $ 0.40
      1,000,000
      $
        0.40


F-15

---

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

|9. | STOCK OPTIONS AND WARRANTS (continued)                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                               
|   | Stock Options (continued)                                                                                                                                     
|   |                                                                                                                                                               
|   | 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 | 

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 three months ended July 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, July 31, 2007           |  | 3,836,462 |  | $ | 1.07             | 

F-16

---

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

|9. | STOCK OPTIONS AND WARRANTS (continued)
      Warrants (continued)         
|-- | --------------------------------------------------------------------------
|   |                                                                           
|   | A summary of warrants outstanding at July 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


|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 -$6,827).
        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 -$10,240) 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 -$3,140) 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
        -$6,827) 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).                                                                                                                                                      

F-17

---

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

|11. | COMMITMENTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 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 -$806) 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 -$5,120) 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).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|12. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |                |   | Cumulative    |  |   |            |  |   |            | 
| | -------------- | - | ------------- |  | - | ---------- |  | - | ---------- | 
| |                |   | Amounts from  |  |   |            |  |   |            | 
| |                |   | Inception     |  |   |            |  |   |            | 
| |                |   | (December 21, |  |   | Six Months |  |   | Six Months | 
| |                |   | 2004) to      |  |   | Ended      |  |   | Ended      | 
| |                |   | July 31,      |  |   | July 31,   |  |   | July 31,   | 
| |                |   | 2007          |  |   | 2007       |  |   | 2006       | 
| |                |   |               |  |   |            |  |   |            | 
| | Cash paid for: |   |               |  |   |            |  |   |            | 
| | Interest       | $ | 916           |  | $ | 916        |  | $ | -          | 
| | Income taxes   | $ | -             |  | $ | -          |  | $ | -          | 

|13. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                  
|    | On August 29, 2007, a loan was granted from a third
        party company for Euro 35,000 (US -$47,788). 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.

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 six
month period ended July 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 April 30, 2007:

|1. | In May, 2007, we conducted a demonstration run at our
      pilot plant in Wegberg-Wildenrath, Germany, for representatives from the
      TÜV Rheinland Group (TÜV), an independent testing service hired by
      Clyvia GmbH to examine and confirm our claims with respect to the pilot
      plants functionality. The purpose of the TÜV examination was to confirm
      the input and product output claims made by us with respect to our
      fractional depolymerization system when using waste oil as the input
      product. The demonstration run was conducted using waste oil as the input
      product. The output fuel produced from the demonstration run was sent to
      independent laboratories to confirm that it met the necessary
      specifications for use as heating oil and diesel fuel. In late May, 2007,
      we received confirmation that the output fuel meets all of the necessary
      specifications for heating oil. Utilizing a specialized sodium emulsion,
      we were able
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

---

|   | to lower the sulphur content of the output fuel even
      further, such that, in June, 2007, independent laboratory tests reported
      that the output fuel was well below the 50 ppm limit set by European
      diesel norm DIN EN 590, thus confirming that the output fuel meets all of
      the requirements for use as diesel fuel. In late July, 2007, TÜV certified
      all aspects of our process for converting waste oil into heating oil or
      diesel fuel. We are now working to obtain certification from TÜV with
      respect to our process for converting waste plastics into heating oil and
      diesel fuel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | On July 12, 2007, our board of directors approved the
      grant of an aggregate of 1,220,000 options pursuant to our 2006 Stock
      Option Plan. The options granted are fully vested, have an exercise price
      of $0.40 per share and expire on July 12, 2012. The options were granted
      to certain officers and consultants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | 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,
      however, Clyvia GmbH expects to receive a test batch of the bilge oils to
      be processed in late September, 2007. 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. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | In late August, 2007, we conducted a demonstration run at
      our pilot plant for representatives from 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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. We expect to receive TÜVs final report sometime
in September or October of 2007.

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
  $2,740,000) 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

Second Quarter and Six Months Summary

Second
    SecondQuarter
    Quarter
    Percentage
    
    Six Months
    Six Months
    PercentageEnded July
    Ended July
    Increase /
    
    Ended July
    Ended July
    Increase /31,
      2007
    31,
      2006
    (Decrease)
    
    31,
      2007
    31,
      2006
    (Decrease)Revenue
    $2,845
    $--
    n/a
    
    $13,136
    $--
    n/aExpenses
    (1,010,114)
    (266,294)
    279.3%
    
    (1,324,185)
    (491,130)
    169.6%Other Items
    (10,865)
    11,978
    (190.7)%
    
    375
    18,239
    (97.9)%Net Loss Before Taxes
    $(1,018,134)
    $(254,316)
    300.3%
    
    $(1,311,424)
    $(472,891)
    177.3%


Revenue

During the six months ended July 31, 2007, we earned revenues
  of $13,136. 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 six months ended
  July 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
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 six month periods
ended July 31, 2007 and 2006 consisted of the following:

SixSecond
    Second
    
    
    
    MonthsQuarter
    Quarter
    Percentage
    
    Six Months
    Ended
    PercentageEnded July
    Ended July
    Increase /
    
    Ended July
    July 31,
    Increase /31,
      2007
    31,
      2006
    (Decrease)
    
    31,
      2007
    2006
    (Decrease)Amortization
    $67,174
    $7,182
    835.3%
    
    $81,098
    $11,445
    608.6%Management Fees
    69,646
    64,883
    7.3%
    
    137,121
    126,661
    8.3%Professional Fees
    165,645
    61,550
    169.1%
    
    232,021
    134,829
    72.1%Other Operating
    130,437
    131,747
    (1.0)%
    
    295,839
    216,730
    36.5%ExpensesStock Based
    577,156
    --
    n/a
    
    577,156
    --
    n/aCompensationForeign Exchange
    56
    932
    (94.0)%
    
    950
    1,465
    (35.2)%LossTotal Operating Expenses
    $1,010,114
    $266,294
    279.3%
    
    1,324,185
    $491,130
    169.6%


Management fees represent amounts paid as compensation to our
executive officers and the executive officers of Clyvia GmbH during the
respective three and six month periods ended July 31, 2007 and 2006. The slight
increase in management fees in the three and six month periods ended July 31,
2007 from the three and six month periods ended July 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 six months
ended July 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. During the three months ended July 31, 2007, we
issued options to purchase up to 1,220,000 shares of our common stock at an
exercise price of $0.40 per share.

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital                      |                        |                           |                      
|------------------------------------ | ---------------------- | ------------------------- | ---------------------
|                                     |                        |                           | Percentage           
|                                     | At
      July 31, 2007 | At
      January 31, 2007 | Increase / (Decrease)
|Current Assets                       | $113,636               | $344,881                  | (67.1)%              
|Current Liabilities                  | (444,495)              | (330,560)                 | 34.5%                
|Working Capital Surplus (Deficiency) | $(330,859)             | $14,321                   | (2,410.3)%           

7

---

As at July 31, 2007, we had bank indebtedness in the amount of
$10,036. Included in current liabilities are approximately $124,574 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 we had only limited sources of financing and only
nominal revenues during the period with which to pay for our expenses.

|Cash Flows                                    |                     |                    
|--------------------------------------------- | ------------------- | -------------------
|                                              | Six Months Ended    | Six Months Ended   
|                                              | July
      31, 2007 | July
      31, 2006
|Cash Flows used in Operating
      Activities | $(306,648)          | $(464,451)         
|Cash Flows used in Investing Activities       | (229,713)           | (2,267,920)        
|Cash Flows from Financing
      Activities    | 257,907             | 1,214,686          
|Effect of Foreign Currency Translation        | 6,594               | 59,183             
|Net Decrease in Cash During
      Period      | $(271,860)          | $(1,458,502)       

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 six months ended July 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 have been granted a patent from the German
Patent and Trademark Office. Although we have been granted a patent for our Fuel
Technology, we may be required to defend those 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: | September 19, 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)                        

---