---

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 April 30, 2006

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

For the transition period ________ to ________

COMMISSION FILE NUMBER000-50930

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

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

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

(360) 306-0230(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 []

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of June 16,
  2006, the Issuer had 101,194,379 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

---



CLYVIA INC.

(formerly Rapa Mining Inc.)

(A Development Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

****

April 30, 2006 
  (Unaudited)

****

F-1

---

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

|                                                            |   | April 30,  |  
|----------------------------------------------------------- | - | ---------- | -
|                                                            |   | 2006       |  
|                                                            |   |            |  
|                                                            |   |            |  
|ASSETS                                                      |   |            |  
|                                                            |   |            |  
|Current Assets                                              |   |            |  
|Cash and cash equivalents                                   | $ | 1,615,863  |  
|Other receivables                                           |   | 139,401    |  
|Loan receivable
      related party (Note 6)               |   | 2,566      |  
|Prepaid expenses                                            |   | 71,999     |  
|Deferred
      tax asset, less valuation allowance $535,280 |   | -          |  
|                                                            |   |            |  
|Total Current Assets                                        |   | 1,829,829  |  
|                                                            |   |            |  
|Property,
      plant and equipment (Note 4)                |   | 1,624,734  |  
|                                                            |   |            |  
|Total Assets                                                | $ | 3,454,563  |  
|                                                            |   |            |  
|LIABILITIES AND STOCKHOLDERS
      EQUITY                  |   |            |  
|                                                            |   |            |  
|Current Liabilities                                         |   |            |  
|Accounts payable and accrued liabilities                    | $ | 820,572    |  
|                                                            |   |            |  
|Total Current
      Liabilities                             |   | 820,572    |  
|                                                            |   |            |  
|Commitments (Note 10)                                       |   |            |  
|                                                            |   |            |  
|Stockholders Equity                                        |   |            |  
|Common stock (Note
      7)                                 |   |            |  
|Authorized                                                  |   |            |  
|525,000,000 common shares, par value $0.001                 |   |            |  
|Issued and outstanding                                      |   |            |  
|100,317,119
      common shares                             |   | 100,317    |  
|Additional paid-in capital                                  |   | 10,143,366 |  
|Subscriptions received                                      |   | 750,000    |  
|Accumulated other comprehensive
      income:               |   |            |  
|Foreign
      currency cumulative translation adjustment    |   | 297,280    |  
|Deficit accumulated during the development stage            |   | (8,656,972 | )
|                                                            |   |            |  
|Total Stockholders
      Equity                            |   | 2,633,991  |  
|                                                            |   |            |  
|Total Liabilities
      and Stockholders Equity            | $ | 3,454,563  |  

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

F-2

---

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

|                                                           |   | Cumulative     |             |   |           |            |   |           |  
|---------------------------------------------------------- | - | -------------- | ----------- | - | --------- | ---------- | - | --------- | -
|                                                           |   | Amounts        |             |   |           |            |   |           |  
|                                                           |   | From Inception |             |   | Three     |            |   | Three     |  
|                                                           |   | (December 21,  |             |   | Months    |            |   | Months    |  
|                                                           |   | 2004) to       |             |   | Ended     |            |   | Ended     |  
|                                                           |   | April 30,      |             |   | April 30, |            |   | April 30, |  
|                                                           |   | 2006           |             |   | 2006      |            |   | 2005      |  
|                                                           |   |                |             |   |           |            |   |           |  
|                                                           |   |                |             |   |           |            |   |           |  
|EXPENSES                                                   |   |                |             |   |           |            |   |           |  
|                                                           |   |                |             |   |           |            |   |           |  
|Professional and
      management fees                     | $ | 596,727        |             | $ | 100,371   |            | $ | 47,180    |  
|Other operating expenses                                   |   | 355,682        |             |   | 123,932   |            |   | 1,150     |  
|Stock-based compensation                                   |   | 7,468,846      |             |   | -         |            |   | -         |  
|Foreign currency loss                                      |   | 255,259        |             |   | 532       |            |   | -         |  
|                                                           |   |                |             |   |           |            |   |           |  
|LOSS BEFORE OTHER ITEMS AND INCOME TAXES                   |   | (8,676,514     | )           |   | (224,835  | )          |   | (48,330   | )
|                                                           |   |                |             |   |           |            |   |           |  
|OTHER ITEMS                                                |   |                |             |   |           |            |   |           |  
|Interest income                                            |   | 12,318         |             |   | 6,197     |            |   | 123       |  
|Miscellaneous income                                       |   | 7,224          |             |   | 65        |            |   | -         |  
|                                                           |   |                |             |   |           |            |   |           |  
|LOSS BEFORE INCOME TAXES                                   |   | (8,656,972     | )           |   | (218,573  | )          |   | (48,207   | )
|                                                           |   |                |             |   |           |            |   |           |  
|Provision for income taxes                                 |   | -              |             |   | -         |            |   | -         |  
|                                                           |   |                |             |   |           |            |   |           |  
|NET LOSS                                                   | $ | (8,656,972     | )           | $ | (218,573  | )          | $ | (48,207   | )
|                                                           |   |                |             |   |           |            |   |           |  
|OTHER COMPREHENSIVE INCOME (LOSS)                          |   |                |             |   |           |            |   |           |  
|Foreign
      currency translation adjustment              |   | 297,280        |             |   | 28,451    |            |   | (1,153    | )
|                                                           |   |                |             |   |           |            |   |           |  
|COMPREHENSIVE
      LOSS                                   | $ | (8,359,692     | )           | $ | (190,122  | )          | $ | (49,360   | )
|                                                           |   |                |             |   |           |            |   |           |  
|                                                           |   |                |             |   |           |            |   |           |  
|BASIC AND
      DILUTED NET LOSS PER SHARE                 |   |                |             | $ | (0.00     | )          | $ | (0.00     | )
|                                                           |   |                |             |   |           |            |   |           |  
|WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |   |                | 100,317,119 |   |           | 55,000,000 |  

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

F-3

---

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

|                                                                                        |   | Cumulative     |   |   |            |   |   |           |  
|--------------------------------------------------------------------------------------- | - | -------------- | - | - | ---------- | - | - | --------- | -
|                                                                                        |   | Amounts        |   |   |            |   |   |           |  
|                                                                                        |   | From Inception |   |   | Three      |   |   | Three     |  
|                                                                                        |   | (December 21,  |   |   | Months     |   |   | Months    |  
|                                                                                        |   | 2004) to       |   |   | Ended      |   |   | Ended     |  
|                                                                                        |   | April 30,      |   |   | April 30,  |   |   | April 30, |  
|                                                                                        |   | 2006           |   |   | 2006       |   |   | 2005      |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |   |                |   |   |            |   |   |           |  
|Net loss for the period                                                                 | $ | (8,656,972     | ) | $ | (218,573   | ) | $ | (48,207   | )
|Adjustments to reconcile net income to cash
      used in development stage activities: |   |                |   |   |            |   |  
|Stock-based compensation                                                                |   | 7,468,846      |   |   | -          |   |   | -         |  
|Amortization                                                                            |   | 9,010          |   |   | 4,264      |   |   | -         |  
|Change in operating assets and liabilities                                              |   |                |   |   |            |   |   |           |  
|Decrease (increase) in other receivables                                                |   | (140,026       | ) |   | (59,241    | ) |   | (1,605    | )
|Decrease (increase)
      in prepaid expenses                                           |   | (70,093        | ) |   | 1,841      |   |   | -         |  
|Increase in accounts payable and accrued liabilities                                    |   | 759,423        |   |   | 286,157    |   |   | 41,121    |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|Net cash provided by (used in) operating activities                                     |   | (629,812       | ) |   | 14,448     |   |   | (8,691    | )
|                                                                                        |   |                |   |   |            |   |   |           |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |   |                |   |   |            |   |   |           |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|Acquisition of capital assets                                                           |   | (1,633,744     | ) |   | (1,315,686 | ) |   | -         |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|Net cash used in investing activities                                                   |   | (1,633,744     | ) |   | (1,315,686 | ) |   | -         |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |   |                |   |   |            |   |   |           |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|Advances to related parties, net
      of repayments                                    |   | -              |   |   | 24,686     |   |   | -         |  
|Cash acquired from
      Clyvia Inc.                                                    |   | 7,654          |   |   | -          |   |   | -         |  
|Issuance of common stock for cash                                                       |   | 2,788,467      |   |   | -          |   |   | 34,100    |  
|Subscriptions
      received                                                            |   | 750,000        |   |   | 750,000    |   |   | -         |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|Net
      cash provided by financing activities                                         |   | 3,546,121      |   |   | 774,686    |   |   | 34,100    |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|Provision
      for income taxes                                                        |   | -              |   |   | -          |   |   | -         |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION
      ON                                         |   |                |   |   |            |   |   |           |  
|CASH AND
      CASH EQUIVALENTS DURING THE PERIOD                                       |   | 333,298        |   |   | 52,897     |   |   | (1,787    | )
|                                                                                        |   |                |   |   |            |   |   |           |  
|NET INCREASE (DECREASE) IN CASH                                                         |   | 1,615,863      |   |   | (473,655   | ) |   | 23,622    |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|CASH AND
      CASH EQUIVALENTS, BEGINNING OF PERIOD                                    |   | -              |   |   | 2,089,518  |   |   | -         |  
|                                                                                        |   |                |   |   |            |   |   |           |  
|CASH AND
      CASH EQUIVALENTS, END OF PERIOD                                          | $ | 1,615,863      |   | $ | 1,615,863  |   | $ | 23,622    |  

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)                                   
|April 30, 2006                                
|                                              

|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 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 for an annual set of financial statements prepared under United
        States of America generally accepted accounting principles. 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 April 30, 2006 and for all
        periods presented, have been included. Interim results for the period
        ended April 30, 2006 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)                                   
|April 30, 2006                                
|                                              

|2. | GOING CONCERN (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The operations of the Company have primarily
        been funded by the sale of common stock. 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 US 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 United States 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)                                   
|April 30, 2006                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                          
|   | (d)                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                          
|   | Prepaid expenses consist primarily of prepaid
        rent.                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                          
|   | (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
      3-5 yearsPlant equipment
      2-10 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)                                   
|April 30, 2006                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company's financial instruments consist
        of cash and cash equivalents, other receivables, loan receivable, accounts
        payable and accrued liabilities. 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 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 No. 96-18, Accounting for Equity Instruments
        that are Issued to Other Than Employees for Acquiring or in Conjunction
        with Selling, Goods or Services (EITF 96-18).                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 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 April 30, 2006 and 2005, the 6,050,000 options outstanding
        have been excluded from diluted loss per share as they were anti-dilutive.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 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.                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | 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.                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Cash and cash equivalents 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.                                                                                                                      

F-8

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|April 30, 2006                                

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | **(o)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On December 16, 2004 the Financial Accounting
        Standards Board (FASB) issued Statement of Financial
        Accounting Standards (SFAS) No. 123 (revised 2004),
        Share-Based Payment.SFAS No. 123(R) requires the Company
        to measure all employee stock-based compensation awards using a fair value
        method and record such expense in its consolidated financial statements.
        In addition, SFAS No. 123(R) will require additional accounting related
        to the income tax effects and additional disclosure regarding the cash
        flow effects resulting from share-based payment arrangements. For non-public
        entities, SFAS No. 123(R) is effective for the first interim or annual
        reporting period beginning after December 15, 2005.                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In December 2004, FASB issued SFAS No. 153
        to amend Opinion 29 by eliminating the exception for non- monetary exchanges
        of similar productive assets and replaces it with general exception for
        exchanges of non- monetary assets that do not have commercial substance.
        A non-monetary exchange is defined to have commercial substance if the
        future cash flows of the entity are expected to change significantly as
        a result of the exchange. The provision of this Statement is effective
        for non-monetary asset exchanges occurring in fiscal periods beginning
        after June 15, 2005, and should be applied prospectively.                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On June 2005, the FASB issued Statement 154,
        Accounting Changes and Error Corrections,which replaces
        APB Opinion 20 and FASB Statement 3. Statement 154 changes the requirements
        for the accounting and reporting of a change in accounting principle.
        Opinion 20 previously required that most voluntary changes in accounting
        principles be recognized by including the cumulative effect of the new
        accounting principle in net income of the period of change. Statement
        154 now requires retrospective application of changes in accounting principle
        to prior period financial statements, unless it is impractical to determine
        either the period- specific effects or the cumulative effect of the change.
        The statement is effective for fiscal years beginning after December 15,
        2005.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company does not expect that the adoption
        of these new accounting pronouncements will have a significant effect
        on its financial statement except for SFAS 123(R) if options are granted
        to employees in the future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-9

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|April 30, 2006                                
|                                              

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

| |                          |   | April
      30, |  
| | ------------------------ | - | --------------- | -
| |                          |   | 2006            |  
| |                          |   |                 |  
| | Office equipment         | $ | 57,837          |  
| | Plant equipment          |   | 731,052         |  
| | Construction-in-progress |   | 708,101         |  
| | Land                     |   | 136,754         |  
| |                          |   |                 |  
| |                          |   | 1,633,744       |  
| | Accumulated depreciation |   | (9,010          | )
| |                          |   |                 |  
| | Net book value           | $ | 1,624,734       |  

|   | During the period ended April 30, 2006, the Company
        did not amortize $698,251 of plant equipment as utilization of the equipment
        began subsequent to period-end and $708,101 of a building as construction
        has not yet been completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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. | 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, the Company amended the license agreement
        dated December 23, 2004, to extend the earliest date of termination of
        the license agreement to December 31, 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-10

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|April 30, 2006                                
|                                              

|6. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

At April 30, 2006, included in accounts payable is Euro
  1,378 (US $1,740) owed to a company with common directors and officers of Clyvia
  Technology for the use of a vehicle. Vehicle costs paid for the three months
  ended April 30, 2006 totaled Euro 3,602 (US $4,348).

At April 30, 2006, included in accounts
  payable is $11,064 owed to officers and directors of the Company for management
  fees and personal travel expenses. In addition, included in accounts payable
  is $84 owed to a former officer and director of the Company.

At April 30, 2006, Euro 2,032 (US $2,566)
  was owed from an officer and director of Clyvia Technology for personal travel
  expenses.

On December 15, 2005, a loan was granted
  to a company with common directors of Clyvia Technology for Euro 20,000 (US
  $25,256). On February 1, 2006, a loan for Euro 30,000 (US $37,884) was granted
  to the same company. The loans bear interest at 5% per annum and are due on
  June 15, 2006 and August 1, 2006 respectively. The loans were repaid during
  the three months ended April 30, 2006. Interest income received from the company
  for the three months ended April 30, 2006 totaled Euro 542 (US $654)

On February 6, 2006, a loan was granted
  to a significant shareholder of the Company for Euro 3,000 (US $3,788). The
  loan bears interest at 5% per annum and is due on August 6, 2006. The loan was
  repaid during the three months ended April 30, 2006. Interest income received
  from the company for the three months ended April 30, 2006 totaled Euro 31 (US
  $38).

Management fees paid to an officer and
  director of the Company for the three months ended April 30, 2006 totaled Euro
  22,500 (US $27,092). Consulting fees paid to an officer of the Company for the
  three months ended April 30, 2006 totaled $3,000. Wages paid to officers and
  directors of Clyvia Technology totaled Euro 26,250 (US $31,686) for the three
  months ended April 30, 2006. Amounts due to and from officers and directors
  are unsecured, non-interest bearing and due on demand.

F-11

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|April 30, 2006                                
|                                              

|7. | 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 shares 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 Company (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 sold 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 sold 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 sold 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.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|8. | STOCK OPTIONS AND WARRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 17, 2005, the Company adopted a stock incentive
        plan (the 2005 Stock Option Plan) to provide incentives to
        employees, directors and consultants. The Stock 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.

F-12

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|April 30, 2006                                
|                                              

|8. | STOCK OPTIONS AND WARRANTS (continued)
|-- | --------------------------------------
|   |                                       
|   | Stock Options                         

| |                                                  |           | Weighted            
| | ------------------------------------------------ | --------- | --------------------
| |                                                  |           | Average             
| |                                                  | Number    | Exercise
      Price
| |                                                  |           |                     
| | Options outstanding, beginning of the
      year | -         |                     
| | Granted                                          | 6,050,000 | $ 1.09              
| | Exercised                                        | -         |                     
| | Expired                                          | -         |                     
| | Options outstanding
      April 30, 2006         | 6,050,000 | $ 1.09              

| | On July 11, 2005, the Company granted stock options to officers,
      directors 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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                     
| | A summary of stock options outstanding at April 30, 2006, is
      as follows:                                                                                                                                                                                      

| |                      |           | Outstanding
      Options |                      | Exercisable
      Options
| | -------------------- | --------- | ------------------------- | -------------------- | -------------------------
| |                      |           | Weighted                  |                      |                          
| |                      |           | Average                   | Weighted             |                          
| |                      |           | Remaining                 | Average              |                          
| | Exercise
      Price | Number    | Contractual
      Life    | Exercise
      Price | Number                   
| |                      |           |                           |                      |                          
| | $ 1.09               | 250,000   | 4.20                      | $ 1.09               | 250,000                  
| | $ 1.09               | 2,000,000 | 4.20                      | $ 1.09               | 2,000,000                
| | $ 1.09               | 2,000,000 | 4.20                      | $ 1.09               | 2,000,000                
| | $ 1.09               | 200,000   | 4.20                      | $ 1.09               | 200,000                  
| | $ 1.09               | 700,000   | 4.20                      | $ 1.09               | 700,000                  
| | $ 1.09               | 700,000   | 4.20                      | $ 1.09               | 700,000                  
| | $
      1.09         | 200,000   | 4.20                      | $ 1.09               | 200,000                  

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

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

F-13

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.                    
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|April 30, 2006                                
|                                              

|8. | STOCK OPTIONS AND WARRANTS (continued)                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                    
|   | The Company recognized stock-based compensation of $7,468,846,
        being the fair value of the options granted.
|   |                                                                                                                    
|   | Warrants                                                                                                           

| | Date              | Issued    | Outstanding | Exercise Price | Expiry Date      
| | ----------------- | --------- | ----------- | -------------- | -----------------
| |                   |           |             |                |                  
| | June 28, 2005     | 305,555   | 305,555     | $ 1.08         | June 27, 2007    
| | July 27, 2005     | 404,762   | 404,762     | $ 1.05         | July 26, 2007    
| | December 15, 2005 | 1,801,802 | 1,801,802   | $ 1.35         | December 15, 2007

|9.  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10. | 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 $6,047).
        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 $9,070) 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 $2,781) 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
        $6,047) effective January 1, 2006.                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 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 $4,535) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-14

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.                    
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|April 30, 2006                                
|                                              

|11. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | On May 4, 2006, the Company completed a private placement
        with two corporate investors for a total of 442,478 units at a price of
        $1.13 per unit, for total proceeds of $500,000. Each unit consists of
        one share of the Companys common stock and one share purchase warrant.
        Each share purchase warrant entitles the holder to purchase one additional
        share of the Companys common stock at a price of $1.13 per share
        for a period of two years from the date of closing.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | On May 5, 2006, the Company completed a private placement
        with a corporate investor for a total of 217,391 units at a price of $1.15
        per unit, for total proceeds of $250,000. Each unit consists of one share
        of the Companys common stock and one share purchase warrant. Each
        share purchase warrant entitles the holder to purchase one 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 completed a private placement
        with a corporate investor for a total of 217,391 units at a price of $1.15
        per unit, for total proceeds of $250,000. Each unit consists of one share
        of the Companys common stock and one share purchase warrant. Each
        share purchase warrant entitles the holder to purchase one additional
        share of the Companys common stock at a price of $1.15 per share
        for a period of two years from the date of closing. 

F-15

---

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. (formerly Rapa Mining Inc.) 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 three
month period ended April 30, 2006 and changes in our financial condition from
January 31, 2006. 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, 2006.

Through our wholly owned subsidiary, Clyvia Technology GmbH, we
are in the process of developing 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).
Once we have completed the development of this technology, we intend to sell
recycling/processing systems based on this technology.

RECENT CORPORATE DEVELOPMENTS

The following significant corporate developments have occurred
  since the completion of out fiscal year ended January 31, 2006:

|1. | In April, 2006, the German Patent and Trademark Office
      granted us a patent with respect to a patent application that we had filed
      for certain modifications to the fractional depolymerization process of
      our own design.                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Effective May 4, 2006, we completed a private placement
      financing consisting of 442,478 units at a price of $1.13 per unit for
      total proceeds of $500,000. Each unit consists of one share of our common
      stock and one share purchase warrant to acquire one additional share of
      our common stock at a price of $1.13 per share. Each share purchase
      warrant is

3

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|   | exercisable for a period of two years from the date of
      closing. This private placement had been expected to close on or before
      March 31, 2006, however closing was delayed until May 4, 2006 due to
      delays in obtaining executed subscription documentation from the
      placees.                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | Effective May 5, 2006, we completed a private placement
      financing consisting of 217,391 units at a price of $1.15 per unit for
      total proceeds of $250,000. Each unit consists of one share of our common
      stock and one share purchase warrant to acquire one additional share of
      our common stock at a price of $1.15 per share. Each share purchase
      warrant is exercisable for a period of two years from the date of
      closing.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | On June 5, 2006, we changed our principal independent
      accountants from Dohan and Company, PA, Certified Public Accountants, to
      Davidson & Company LLP, Chartered Accountants.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | On June 7, 2006, we held an official opening ceremony for
      our pilot plant and related facilities in Wegberg, Germany. The official
      opening was attended by approximately 250 guests and media
      representatives. At the opening, we conducted a successful demonstration
      of the pilot plant and our fractional deploymerization process.
      Construction of the pilot plant and facilities was completed at the end of
      May, 2006.   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Effective on June 12, 2006, we completed an additional
      private placement for an additional 217,391 units at the same price and on
      the same terms as the private placement completed on May 5,
  2006.                                                                                                                                                                                                                                                  

PLAN OF OPERATION

Now that construction of the pilot plant has been completed, we
are working on final testing and commissioning of the pilot plant. A
demonstration/test run of the pilot plant was conducted at the official opening
ceremony held on June 7, 2006, during which a small amount of recyclable
materials was used to produce diesel fuel. Final testing and commissioning of
the pilot plant involves: (i) disassembling the component parts of the plant to
identify and correct any problems created by the test run; and (ii) reassembling
the plant. We expect this process to take approximately one month to complete,
however we will continue to conduct additional research and development on the
pilot plant and the Fuel Technology throughout the next stages of the
development of our business.

Once final testing and commissioning of the pilot plant has
been completed, we will begin focusing on marketing and sales efforts. This
process will involve 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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4

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| | (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.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 €2,000,000 (approximately
$2,400,000US) in pursuing the above plan of operation over the next twelve
months. On December 15, 2005, we completed a private placement financing of
1,801,802 units at a price of $1.11 for total proceeds of $2,000,000. In
addition, in May, 2006, we completed two private placement financings for total
proceeds of $750,000 and in June, 2006, we completed an additional private
placement for $250,000. The proceeds from these private placements are being
used by us to fund our plan of operation and as general working capital. With
these private placements, and with the revenue that we hope to generate from the
operation of the pilot plant and the sale of recycling/processing systems based
on our Fuel Technology, we believe that we will have sufficient working capital
to meet our anticipated needs for the next twelve months. However, we have not
earned any 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.

RESULTS OF OPERATIONS

Under generally accepted accounting principles, our acquisition
of Clyvia Technology was accounted for as a reverse acquisition. As such, Clyvia
Technology has been treated as the acquiring entity for accounting and financial
reporting purposes. As such, the results of our operations presented in this
Quarterly Report are presented as a continuation of the operations of Clyvia
Technology, which was incorporated on December 21, 2004, and not the legal
acquirer, Clyvia (formerly Rapa Mining Inc.).

|First Quarter Summary |                             |         |           
|--------------------- | --------------------------- | ------- | ----------
|                      |                             |         |           
|                      | Three Months Ended April 30 |        
|                      |                             |         | Percentage
|                      | 2006                        | 2005    | Increase /
|                      |                             |         | (Decrease)
|Revenue               | $--                         | $--     | n/a       
|Expenses              | 224,835                     | 48,330  | 365.2%    
|Net Loss              | $218,573                    | $48,207 | 353.4%    

5

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Revenue

We have not earned any revenues to date. We are presently in
the development stage of our business.

We have completed the construction of our pilot plant, however
we are still in the process of testing the pilot plant and are in the initial
stages of marketing our Fuel Technology and recycling/processing plants based on
that technology. 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 revenues.

Operating Expenses

Our operating expenses for the quarterly periods ended April
30, 2006 and 2005 consisted of the following:

|                                 | Three Months Ended April 30 |        
|-------------------------------- | --------------------------- | -------
|                                 |                             |        
|                                 | 2006                        | 2005   
|Professional and Management Fees | $100,371                    | $47,180
|Other Operating Expenses         | 123,932                     | 1,150  
|Foreign Currency Loss            | 532                         | --     
|Total Operating Expenses         | $224,835                    | $48,330

Professional and management fees include amounts incurred by us
in meeting our ongoing reporting obligations as well as amounts paid as
compensation to our executive officers and the executive officers of Clyvia
Technology. Other operating expenses consist primarily of amounts spent on
salaries and wages, advertising and travel, as well as amounts accrued on
account of depreciation.

We expect our operating expenses will continue to increase as
we proceed with our development plan for the Fuel Technology.

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital           |                         |                           |                      
|------------------------- | ----------------------- | ------------------------- | ---------------------
|                          |                         |                           | Percentage           
|                          | At April
      30, 2006 | At January
      31, 2006 | Increase / (Decrease)
|Current Assets            | $1,829,829              | $2,261,270                | (19.1)%              
|Current Liabilities       | (820,572)               | (500,469)                 | 64.0%                
|Working Capital (Deficit) | $1,009,257              | $1,760,801                | (42.7)%              

6

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As at April 30, 2006, we had cash in the amount of $1,615,863
and a working capital surplus of $1,009,257. The decrease in our current assets
is largely a result of amounts spent by us in connection with the construction
of our pilot plant facility in Wegberg, Germany. As a result of the amounts
spent on the construction of this facility, our long-term assets, in the form of
property, plant and equipment, increased from $313,312 at our January 31, 2006
year end, to $1,624,734 at April 30, 2006.

The increase in our current liabilities is largely attributable
to amounts owed in connection with the construction of our pilot plant
facility.

|Cash Flows                                           |                             |         
|---------------------------------------------------- | --------------------------- | --------
|                                                     | Three Months Ended April 30
|                                                     | 2006                        | 2005    
|Cash Flows from (used in) Operating
      Activities | $14,448                     | $(8,691)
|Cash Flows from (used in) Investing Activities       | (1,315,686)                 | --      
|Cash Flows from (used in) Financing
      Activities | 774,686                     | 34,100  
|Effect of Foreign Currency Translation               | 52,897                      | (1,787) 
|Net Increase (decrease) in Cash During
      Period  | $(473,655)                  | $23,622 

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. It is expected that future financings will be
in the form of private placements of our equity securities; however, there is no
assurance that we will be able to raise the necessary capital to continue our
operations. Effective December 15, 2005, we completed a private placement
financing for gross proceeds of $2,000,000. In May, 2006, we completed two
additional private placements for total proceeds of $750,000. In June, 2006, we
completed an additional private placement for $250,000. With these private
placements, and with the revenue that we hope to generate from the operation of
the pilot plant and the sale of recycling/processing systems based on our Fuel
Technology, we believe that we will have sufficient working capital to meet our
anticipated needs for the next twelve months. However, we

7

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have not earned any 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 our actual working
capital requirements are substantially greater than we have anticipated, then we
may be required to seek additional financing.

Any additional financing obtained by us is expected 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.

Additional equity financings, if needed, will dilute the
interests of existing shareholders.

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
United States generally accepted accounting principles 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.

RISK FACTORS

Need For Financing

We completed a private placement financing effective December
15, 2005 for gross proceeds of $2,000,000. We completed two additional private
placement financings in May, 2006 for total proceeds of $750,000 and an
additional private placement in June, 2006, for $250,000.

With these private placements, and with the revenue that we
hope to generate, we believe that we will have sufficient working capital to
meet our anticipated needs for the next twelve months. However, we have not
earned any 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

8

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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.

The Fuel Technology Is Still In The Research And Development
Stage

Although we have completed the construction of our pilot plant
and we have entered into agreements whereby we have agreed to grant certain
distribution rights and sales licenses for recycling/processing systems based on
our Fuel Technology, we are still in the process of testing the pilot plant and
developing the Fuel Technology. There are no assurances that our research and
development program for the Fuel Technology will be successful or that we will
be able to develop any commercially marketable systems based on the Fuel
Technology.

The distribution contracts that we have entered into are
conditional upon our ability to successfully demonstrate that the pilot facility
is able to recycle and process waste materials and convert them into usable
heating oil or diesel fuel. There are no assurances that we will be able to meet
this condition precedent. Even if we are able to meet the conditions to the
distribution contracts, the distributors are under no binding obligation to
purchase systems based on the Fuel Technology from us and there are no
assurances that we will be able to sell any such systems.

We May Experience Delays In The Full Operation Of Our Pilot
Plant For The Fuel Technology

Construction of the plant was finished at the end of May, 2006
and we expect the system to become operational one month after. However,
construction projects of this type often experience delays and technical
difficulties. These factors may include, but are not limited to, factors such as
the availability of outside contractors, materials and equipment. Even if we are
able to operate the pilot plant as scheduled, there are no assurances that the
pilot plant will perform as expected.

Limited Operating History, Risks Of A New Business
Venture

Clyvia Technology was formed on December 21, 2004, and as such,
does not have an 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 operating revenues or ever achieve
profitable operations.

Our Operations May Be Subject To Extensive Government
Regulations

The operations of Clyvia Technology are 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

9

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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 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. We have
licensed certain patent pending technologies and have been granted our own
patent from the German Patent and Trademark Office. There are no assurances that
final patents will be granted for any of the patent pending technologies that we
have licensed. These patent pending technologies that we have licensed form an
important part of the Fuel Technology. If patents are not granted for those
technologies, we will only be able to protect the Fuel Technology by maintaining
the secrecy of the Clyvia process and technology.

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

We Intend To Operate In A Highly Competitive Industry

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

Even if we are successful in developing the Fuel Technology,
the Fuel Technology will compete direct with existing sources of oil such as
fossil fuels and with existing forms of municipal solid

10

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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 Technology. 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.

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.

11

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PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.                                                
|------- | ------------------------------------------------------------------
|        |                                                                   
|None.   |                                                                   
|        |                                                                   
|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND
      USE OF PROCEEDS.

Effective June 12, 2006, we completed a private placement
financing consisting of 217,391 units at a price of $1.15US per unit for total
proceeds of $250,000. Each unit consists of one share of our common stock and
one share purchase warrant to acquire one additional share of our common stock
at a price of $1.15 per share. Each share purchase warrant is exercisable for a
period of two years from the date of closing. The private placement was
completed pursuant to Regulation S promulgated under the Securities Act of 1933
on the basis of representations made by the subscriber that it was not US
persons as defined in Regulation S, and was not obtaining the units on behalf
of such a US person.

|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 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 AND REPORTS ON FORM 8-K.
|------- | ---------------------------------

|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)                      

12

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|Exhibit |                                                                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of
      Exhibit                                                                                                                                                                          
|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 30th, 2005.(9)                                          
|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)                                                                                                                                                                            
|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.                                                

13

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|     |                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------
|(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.                                 

REPORTS ON FORM 8-K

We have filed the following reports on Form 8-K since the end
of our fiscal year ended January 31, 2006:

|Date of Form 8-K | Date of Filing with the SEC | Description of the Form 8-K                                                                                                                                                                                                      
|---------------- | --------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 |                             |                                                                                                                                                                                                                                  
|June 22, 2005    | February 8, 2006            | Amendment No. 2 to the Report on Form 8-K
      originally filed on June 27, 2005, amending and restating the unaudited
      pro forma financial statements of Clyvia Technology GmbH for the period
      ended April 30, 2005.
|                 |                             |                                                                                                                                                                                                                                  
|January 10, 2006 | March 1, 2006               | Item 1.01  Entry into Agreement to purchase
      land in Wegberg, Germany.                                                                                                                                                     
|                 |                             |                                                                                                                                                                                                                                  
|May 4, 2006      | May 8, 2006                 | Item 3.02  Unregistered sales of equity
      securities.                                                                                                                                                                       
|                 |                             |                                                                                                                                                                                                                                  
|June 5, 2006     | June 9, 2006                | Item 4.01  Changes in certifying accountant                                                                                                                                                                                     

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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.                                  
|----- | ------------- | --- | ---------------------------------------------
|      |               |     |                                              
|      |               |     |                                              
|      |               | By: | /s/
      Walter P.W. Notter                 
|Date: | June 17, 2006 |     | WALTER P.W. NOTTER                           
|      |               |     | President, Treasurer, Chief Executive Officer
|      |               |     | and Chief Financial Officer                  
|      |               |     | Director                                     
|      |               |     | (Principal Executive Officer                 
|      |               |     | and Principal Accounting Officer)            

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