---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended July 31, 2006

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

For the transition period ________________ to
________________

COMMISSION FILE NUMBER**000-50930**

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

|NEVADA                                           | 98-0415276                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (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 [   ]

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
September 12, 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

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CLYVIA INC.

(formerly Rapa Mining Inc.)

(A Development Stage Company)





CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)



July 31, 2006 
  (Unaudited)





F-1

---

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

|                                                            |   | July 31,   |  
|----------------------------------------------------------- | - | ---------- | -
|                                                            |   | 2006       |  
|                                                            |   |            |  
|ASSETS                                                      |   |            |  
|                                                            |   |            |  
|Current Assets                                              |   |            |  
|Cash and cash equivalents                                   | $ | 631,016    |  
|Other receivables                                           |   | 182,541    |  
|Loan receivable related party (Note
      7)               |   | -          |  
|Prepaid expenses                                            |   | 81,277     |  
|Deferred
      tax asset, less valuation allowance $410,607 |   | -          |  
|Total Current Assets                                        |   | 894,834    |  
|                                                            |   |            |  
|Property, plant and equipment (Note
      4)                |   | 2,571,221  |  
|                                                            |   |            |  
|Total Assets                                                | $ | 3,466,055  |  
|                                                            |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                        |   |            |  
|                                                            |   |            |  
|Current Liabilities                                         |   |            |  
|Accounts
      payable and accrued liabilities              | $ | 634,597    |  
|Total Current Liabilities                                   |   | 634,597    |  
|                                                            |   |            |  
|Loan payable (Note 5)                                       |   | 190,541    |  
|                                                            |   |            |  
|Total Liabilities                                           |   | 825,138    |  
|                                                            |   |            |  
|Commitments (Note 11)                                       |   |            |  
|                                                            |   |            |  
|Stockholders Equity                                        |   |            |  
|Common stock (Note 8)                                       |   |            |  
|Authorized                                                  |   |            |  
|525,000,000
      common shares, par value $0.001           |   |            |  
|Issued and
      outstanding                                |   |            |  
|101,194,379 common shares                                   |   | 101,194    |  
|Additional paid-in capital                                  |   | 11,142,489 |  
|Accumulated other comprehensive income:                     |   |            |  
|Foreign
      currency cumulative translation adjustment    |   | 308,523    |  
|Deficit
      accumulated during the development stage      |   | (8,911,289 | )
|                                                            |   |            |  
|Total Stockholders
      Equity                            |   | 2,640,917  |  
|                                                            |   |            |  
|Total Liabilities
      and Stockholders Equity            | $ | 3,466,055  |  

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

F-2

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

CumulativeAmounts
      
      
      Six
      
      
      Six
      
      
      Three
      
      
      ThreeFrom Inception
      
      
      Months
      
      
      Months
      
      
      Months
      
      
      MonthsDecember 21,
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      Ended2004) to July 31,
      
      
      July 31,
      
      
      July 31,
      
      
      July 31,
      
      
      July 31,2006
      
      
      2006
      
      
      2005
      
      
      2006
      
      
      2005REVENUES
      $
      7,220
      
      $
      7,220
      
      $
      -
      
      $
      7,220
      
      $
      -EXPENSESProfessional and management
        fees
      
      686,793
      
      
      190,437
      
      
      122,295
      
      
      90,066
      
      
      82,256Other operating expenses
      
      530,979
      
      
      299,229
      
      
      16,944
      
      
      175,296
      
      
      15,832Stock-based compensation
      
      7,468,845
      
      
      -
      
      
      7,468,845
      
      
      -
      
      
      7,468,845Foreign currency loss
      
      256,192
      
      
      1,465
      
      
      433,333
      
      
      932
      
      
      433,3338,942,809
      
      
      491,131
      
      
      8,041,417
      
      
      266,294
      
      
      8,000,266LOSS BEFORE OTHER ITEMSAND INCOME TAXES
      
      (8,935,589
      )
      
      (483,911
      )
      
      (8,041,417
      )
      
      (259,074
      )
      
      (8,000,266
      )OTHER ITEMSInterest income
      
      18,862
      
      
      12,741
      
      
      118
      
      
      6,544
      
      
      -Miscellaneous income
      
      7,224
      
      
      65
      
      
      -
      
      
      -
      
      
      -LOSS BEFORE INCOME TAXES
      
      (8,909,503
      )
      
      (471,105
      )
      
      (8,041,299
      )
      
      (252,530
      )
      
      (8,000,266
      )Provision for income taxes
      
      1,786
      
      
      1,786
      
      
      -
      
      
      1,786
      
      
      -NET LOSS
      
      (8,911,289
      )
      
      (472,891
      )
      
      (8,041,299
      )
      
      (254,316
      )
      
      (8,000,266
      )OTHER COMPREHENSIVE INCOMEForeign currency translation adjustment
      
      308,523
      
      
      39,694
      
      
      432,938
      
      
      11,243
      
      
      434,091COMPREHENSIVE LOSS
      $
      (8,602,766
      )
      $
      (433,197
      )
      $
      (7,608,361
      )
      $
      (243,073
      )
      $
      (7,566,175
      )BASIC AND DILUTED NET LOSS PER SHARE
      
      
      
      $
      (0.00
      )
      $
      (0.14
      )
      $
      (0.00
      )
      $
      (0.11
      )WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
      
      
      
      
      100,700,437
      
      
      57,155,346
      
      
      101,071,255
      
      
      71,037,747


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

F-3

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

|                                                                                        |   | Cumulative     |   |   |            |   |   |            |  
|--------------------------------------------------------------------------------------- | - | -------------- | - | - | ---------- | - | - | ---------- | -
|                                                                                        |   | Amounts        |   |   |            |   |   |            |  
|                                                                                        |   | From Inception |   |   | Six        |   |   | Six        |  
|                                                                                        |   | (December 21,  |   |   | Months     |   |   | Months     |  
|                                                                                        |   | 2004) to       |   |   | Ended      |   |   | Ended      |  
|                                                                                        |   | July 31,       |   |   | July 31,   |   |   | July 31,   |  
|                                                                                        |   | 2006           |   |   | 2006       |   |   | 2005       |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |   |                |   |   |            |   |   |            |  
|Net loss for the period                                                                 | $ | (8,911,289     | ) | $ | (472,891   | ) | $ | (8,041,299 | )
|Adjustments to reconcile net income to cash used in development
      stage activities: |   |                |   |   |            |   |   |            |  
|Stock-based compensation                                                                |   | 7,468,845      |   |   | -          |   |   | 7,468,845  |  
|Amortization                                                                            |   | 14,757         |   |   | 10,011     |   |   | -          |  
|Change in operating assets and liabilities                                              |   |                |   |   |            |   |   |            |  
|Decrease (increase) in other receivables                                                |   | (182,073       | ) |   | (101,288   | ) |   | (2,933     | )
|Decrease (increase) in
      prepaid expenses                                           |   | (78,339        | ) |   | (6,405     | ) |   | (16,700    | )
|Increase in accounts payable and accrued liabilities                                    |   | 578,847        |   |   | 105,581    |   |   | 75,320     |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|Net cash used in operating activities                                                   |   | (1,109,252     | ) |   | (464,992   | ) |   | (516,767   | )
|                                                                                        |   |                |   |   |            |   |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |   |                |   |   |            |   |   |            |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|Acquisition of capital assets                                                           |   | (2,585,978     | ) |   | (2,267,920 | ) |   | -          |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|Net cash used in investing activities                                                   |   | (2,585,978     | ) |   | (2,267,920 | ) |   | -          |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|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                                                       |   | 3,788,467      |   |   | 1,000,000  |   |   | 755,000    |  
|Proceeds from loan payable                                                              |   | 190,541        |   |   | 190,541    |   |   | -          |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|Net cash provided by financing activities                                               |   | 3,986,662      |   |   | 1,215,227  |   |   | 755,000    |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION
      ON                                         |   |                |   |   |            |   |   |            |  
|CASH AND CASH EQUIVALENTS DURING THE PERIOD                                             |   | 339,584        |   |   | 59,183     |   |   | 430,776    |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|NET INCREASE (DECREASE) IN CASH                                                         |   | 631,016        |   |   | (1,458,502 | ) |   | 669,009    |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                          |   | -              |   |   | 2,089,518  |   |   | 33,594     |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                | $ | 631,016        |   | $ | 631,016    |   | $ | 702,603    |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|CASH PAID FOR:                                                                          |   |                |   |   |            |   |   |            |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|Interest                                                                                | $ | 541            |   | $ | 541        |   | $ | -          |  
|                                                                                        |   |                |   |   |            |   |   |            |  
|Income taxes                                                                            | $ | 1,786          |   | $ | 1,786      |   | $ | -          |  

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

F-4

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|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|July 31, 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 significant revenues
        from operations.                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Effective June 16, 2005, the Company acquired 100% of
        the issued and outstanding shares of Clyvia Technology from Clyvia Capital
        Holding GmbH (Clyvia Capital) in exchange for an aggregate
        of 55,000,000 shares of the Companys common stock. In addition,
        Brian Cheston transferred 14,000,000 shares of the Companys common
        stock already issued and outstanding prior to the transaction to Clyvia
        Capital in exchange for $10,000. Completion of the acquisition resulted
        in the former sole shareholder of Clyvia Technology holding the majority
        of the Companys issued and outstanding common stock. As a result,
        the transaction was accounted for as a recapitalization of Clyvia Technology.                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The unaudited consolidated statements of operations
        and cash flows of the Company prior to June 16, 2005, are those of Clyvia
        Technology. The Companys date of incorporation is considered to
        be December 21, 2004, the date of inception of Clyvia Technology. Effective
        September 1, 2005, the Company changed its name from Rapa Mining Inc.
        to Clyvia Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These financial statements have been prepared in conformity
        with generally accepted accounting principles in the United States of
        America for interim financial information. The accompanying consolidated
        financial statements do not include all information and footnote disclosures
        required 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 July 31, 2006 and for all periods
        presented, have been included. Interim results for the period ended July
        31, 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)                                   
|July 31, 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)                                   
|July 31, 2006                                 
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                          
|   | (d)                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                          
|   | Prepaid expenses consist primarily of prepaid
        rent and a deposit on equipment.                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                          
|   | (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 yearsBuilding
      33.33 years


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

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

(h)     
  Income taxes

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

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

F-7

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|July 31, 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 and loan payable. Unless otherwise noted,
        it is management's opinion that the Company is not exposed to significant
        interest, currency or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximates their carrying
        values, unless otherwise noted.                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company 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 July 31, 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)                                   
|July 31, 2006                                 
|                                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (o)      Recent accounting
        pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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)                                   
|July 31, 2006                                 
|                                              
|                                              

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

| |                          |   | July 31,  |  
| | ------------------------ | - | --------- | -
| |                          |   | 2006      |  
| |                          |   |           |  
| | Office equipment         | $ | 61,289    |  
| | Plant equipment          |   | 1,504,178 |  
| | Building                 |   | 867,602   |  
| | Land                     |   | 152,909   |  
| |                          |   |           |  
| |                          |   | 2,585,978 |  
| | Accumulated depreciation |   | (14,757   | )
| |                          |   |           |  
| | Net book value           | $ | 2,571,221 |  

During the period ended July 31, 2006,
  the Company did not amortize $1,470,753 of plant equipment as utilization of
  the equipment began subsequent to period-end.

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. | LOAN PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the three months ended July 31, 2006, a loan
        were granted from a company for $190,000. The loan bears interest at 8%
        per annum, compounded annually, and is due July 18, 2008.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6. | LICENSING AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Pursuant to a license agreement dated December 23, 2004,
        Clyvia Technology was granted an exclusive worldwide license with respect
        to certain German patents related to catalytic depolymerization. In consideration
        of the grant, Clyvia Technology is required to pay a declining royalty
        based on the level of sales generated. The royalties are between 6% and
        10%. The agreement has a twelve-month termination notice period with the
        earliest date of termination being December 31, 2009. The licensor or
        the licensee may terminate the agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In March 2005, 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)                                   
|July 31, 2006                                 
|                                              
|                                              

|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | At July 31, 2006, included in accounts payable is Euro
        986 (US $1,257) owed to a company with common directors and officers of
        Clyvia Technology for the use of a vehicle. Vehicle costs paid for the
        six and three months ended July 31, 2006 totaled Euro 6,233 (US $7,692)
        and Euro 2,631 (US $3,344) respectively.                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | At July 31, 2006, included in accounts payable is $84
        owed to a former officer and director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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 six months ended July 31, 2006. Interest income received from
        the company for the six and three months ended July 31, 2006 totaled Euro
        542 (US $654) and Euro 542 (US $654) respectively.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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 six and three months ended July 31, 2006 totaled Euro
        45,000 (US $55,608) and Euro 22,500 (US $28,516) respectively. Consulting
        fees paid to an officer of the Company for the six and three months ended
        July 31, 2006 totaled $6,000 and $3,000 respectively. Wages paid to officers
        and directors of Clyvia Technology for the six and three months ended
        July 31, 2006 totaled Euro 52,500 (US $65,053) and Euro 26,250 (US $33,367)
        respectively. Amounts due to and from officers and directors are unsecured,
        non-interest bearing and due on demand.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|8. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Companys articles of incorporation allow it
        to issue up to 525,000,000 shares of common stock, par value $0.001. Effective
        February 18, 2005, the Company effected a stock split of its common stock
        by issuing seven new shares for every one old share. Except as otherwise
        stated to the contrary in these financial statements, all references to
        shares and prices per share have been adjusted to give retroactive effect
        to the stock split.                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On December 21, 2004, the Company issued 42,805,000
        shares of common stock for total proceeds of $33,467 (25,000 Euro).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On June 16, 2005, the Company acquired all the issued
        and outstanding stock of Clyvia Technology, which was accounted for as
        a recapitalization of the Clyvia Technology (Note 1) in exchange for 55,000,000
        shares of common stock. The issued number of shares of common stock is
        that of the Company with adjustments made for differences in par value
        between the Company and Clyvia Technology.                                                                                                                                                                                                                                                      

F-11

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|July 31, 2006                                 
|                                              
|                                              

|8. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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.                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 4, 2006, the Company sold 442,478 units at a
        price of $1.13 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $500,000. Each warrant entitles
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.13 per share for a period of two years from the
        date of closing.                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 5, 2006, the Company sold 217,391 units at a
        price of $1.15 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $250,000. Each warrant entitles
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.15 per share for a period of two years from the
        date of closing.                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On June 12, 2006, the Company sold 217,391 units at
        a price of $1.15 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $250,000. Each warrant entitles
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.15 per share for a period of two years from the
        date of closing.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | 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)                                   
|July 31, 2006                                 
|                                              
|                                              

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

| |                                              |  |           |  |   | Weighted       | 
| | -------------------------------------------- |  | --------- |  | - | -------------- | 
| |                                              |  |           |  |   | Average        | 
| |                                              |  | Number    |  |   | Exercise Price | 
| |                                              |  |           |  |   |                | 
| | Options outstanding, beginning of the period |  | 6,050,000 |  | $ | 1.09           | 
| | Granted                                      |  | -         |  |   |                | 
| | Exercised                                    |  | -         |  |   |                | 
| | Expired                                      |  | -         |  |   |                | 
| | Options outstanding July 31, 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 July 31, 2006, is as follows:

Outstanding
        Options
      
      Exercisable
        OptionsWeightedAverage
      
      Weighted
      
      
      
      WeightedRemaining
      
      Average
      
      
      
      AverageExercise
        Price
      
      Number
      
      Contractual
        Life
      
      Exercise
        Price
      
      Number
      
      Exercise
        Price$    1.09
      
      250,000
      
      4.20
      
      $    1.09
      
      250,000
      
      $    1.09$    1.09
      
      2,000,000
      
      4.20
      
      $    1.09
      
      2,000,000
      
      $    1.09$    1.09
      
      2,000,000
      
      4.20
      
      $    1.09
      
      2,000,000
      
      $    1.09$    1.09
      
      200,000
      
      4.20
      
      $    1.09
      
      200,000
      
      $    1.09$    1.09
      
      700,000
      
      4.20
      
      $    1.09
      
      700,000
      
      $    1.09$    1.09
      
      700,000
      
      4.20
      
      $    1.09
      
      700,000
      
      $    1.09$    1.09
      
      200,000
      
      4.20
      
      $    1.09
      
      200,000
      
      $    1.09


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)                                   
|July 31, 2006                                 
|                                              
|                                              

|9. | STOCK OPTIONS AND WARRANTS (continued)                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                    
|   | The Company recognized stock-based compensation of $7,468,845,
        being the fair value of the options granted.
|   |                                                                                                                    
|   | Warrants                                                                                                           

Date
      Issued
      Outstanding
      Exercise Price
      Expiry DateJune 28, 2005
      305,555
      305,555
      $    1.08
      June 27, 2007July 27, 2005
      404,762
      404,762
      $    1.05
      July 26, 2007December 15, 2005
      1,801,802
      1,801,802
      $    1.35
      December 15, 2007May 4, 2006
      442,478
      442,478
      $    1.13
      May 4, 2008May 5, 2006
      217,391
      217,391
      $    1.15
      May 5, 2008June 12, 2006
      217,391
      217,391
      $    1.15
      June 12, 2008


|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Companys operations following the acquisition
        of Clyvia Technology were conducted in one reportable segment, being the
        development and commercialization of the process known as catalytic depolymerization,
        in Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|11. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | On July 1, 2005, the Company entered into a management
        services contract with a director and officer of the Company effective
        July 1, 2005, to pay monthly management fees of 5,000 Euro (US $6,047).
        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 (Note 12).                                                                                                                                                                                                                                                                                                                     

F-14

---

|CLYVIA INC.                                   
|----------------------------------------------
|(formerly Rapa Mining Inc.)                   
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|(Unaudited)                                   
|July 31, 2006                                 
|                                              
|                                              

|11. | COMMITMENTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | 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
        (Note 12).                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|12. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On August 16, 2006, the Company granted stock options
        to a consultant under the 2005 Stock Option Plan, to acquire a total of
        100,000 shares of common stock exercisable at a price of $1.00 per share
        up to August 16, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On August 16, 2006, the Company adopted a second stock
        incentive plan (the 2006 Stock Option Plan) to provide incentives
        to employees, directors and consultants. The 2006 Stock Plan provides
        for the issuance of up to 6,000,000 options with a maximum term of five
        years. The maximum aggregate number of shares that may be optioned under
        the 2006 Stock Option Plan will be increased effective the first day of
        each of the Companys fiscal quarters, beginning with the fiscal
        quarter commencing November 1, 2006, up to a maximum of 10% of the outstanding
        shares on the first day of the applicable quarter.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On August 16, 2006, the Company granted stock options
        to officers and directors under the 2006 Stock Option Plan, to acquire
        a total of 2,500,000 shares of common stock exercisable at a price of
        $1.00 per share up to August 16, 2011. In conjunction with the 2,500,000
        options granted, two directors and officers of Clyvia Technology agreed
        to amend their employment contracts to cancel their management bonuses
        of 1.5% of the selling price for each system sold in exchange for the
        granting of 1,000,000 options each.                                                                                                

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 six
month period ended July 31, 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 our fiscal quarter ended April 30, 2006:

|1. | 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 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. The
      private placement was completed pursuant to the provisions of Regulation S
      promulgated under the Securities Act of 1933. We did not engage in a
      distribution of this offering in the United
States.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

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|   | The investor represented to us that it was not a US
        person as defined in Regulation S and that it was acquiring our securities
        for investment purposes only and not with a view towards distribution.
        No underwriting discounts or commissions were involved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | 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. The
        private placement was completed pursuant to the provisions of Regulation
        S promulgated under the Securities Act of 1933. We did not engage in a
        distribution of this offering in the United States. The investor represented
        to us that it was not a US person as defined in Regulation S and that
        it was acquiring our securities for investment purposes only and not with
        a view towards distribution. No underwriting discounts or commissions
        were involved.                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | We announced in May, 2006, that we had been granted
        a patent by the German Patent and Trademark Office for the Fuel Technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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, also 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. The private placement was completed pursuant to the provisions
        of Regulation S promulgated under the Securities Act of 1933. We did not
        engage in a distribution of this offering in the United States. The investor
        represented to us that it was not a US person as defined in Regulation
        S and that it was acquiring our securities for investment purposes only
        and not with a view towards distribution. No underwriting discounts or
        commissions were involved.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|7. | In July, 2006, we received a license from the Staatliches
        Umweltamt Aachen (the Aachen State Environmental Protection Agency) to
        continuously operate our pilot plant in Wegberg- Wildenrath, Germany.
        This license allows us to operate the pilot plant 24 hours a day, 7 days
        a week.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8. | In August, 2006, we announced that we had successfully
        completed our first large-scale trial run for manufacturing diesel from
        waste oil. During the test run, our pilot plant converted 3 metric tons
        (approximately 3.3 US tons) of waste oil into 2,000 liters (approximately
        528 US gal.) of light heating fuel. Light heating fuel is chemically identical
        to diesel fuel. The diesel produced during the test run was submitted
        to an external independent laboratory to confirm whether it complies with
        DIN EN 590 (the European standard for diesel fuel). The results of the
        tests run by the independent laboratory were generally positive. All of
        the requirements of                                                                                                                                                                                                                                                            

4

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|    | DIN EN 590 were met, with two exceptions, neither of
      which pose significant technical hurdles. First, The output fuel had a
      cetane number (similar to an octane number for gasoline) of 47. Under
      European requirements, the minimum cetane number is 51, although in the
      United States the minimum cetane number is 41. In order to raise the
      cetane levels of the outputs, we will adjust the temperature used in the
      distillation process. If the cetane levels are again too low, we will
      raise the cetane levels to an acceptable level by inserting additives in
      the refinery process. In addition, the sulphur content of the output fuel
      was 2160 ppm. The maximum allowable is 50 ppm. We have determined that, by
      dehydrating the waste oil prior to input into the reactor system, we
      should be able to achieve the lower sulfur levels. The high sulfur levels
      are not present when plastic is used as the input material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.  | In August, 2006, we announced that we had also
      successfully completed our first large-scale trial run for converting
      plastics into diesel. During this test run, our pilot plant converted 3
      metric tons (approximately 3.3 US tons) of plastic into 2,000 liters
      (approximately 528 US gal.) of diesel fuel. During this test run, a
      mixture of three kinds of plastics were used: plastic sheeting used for
      agricultural purposes, industrial waste plastics produced during the
      manufacture of electric fencing, and plastic materials sorted from
      domestic waste collection. Although a mixture of different plastics was
      used in the trial run, we expect that, once the plant begins permanent
      operations, the various types of plastics will be processed individually
      in order to allow greater control over the quality of the output. We
      conducted a number of internal tests on the output from this test run,
      including gas chromatograph tests and measurements on the density, cetane
      level and flashpoint level. These tests indicated that the output matched
      the requirements of DIN EN 590, with the one exception that the output
      fuel again had a cetane number below the minimum European requirement of
      51. Again, we do not feel that this poses a significant technical hurdle.
      We believe that by adjusting the temperature used in the distillation
      process, we can raise the cetane levels of the output fuel. If, after
      making this adjustment, the cetane levels are again too low, we will use
      additives in the refinery process to increase the cetane numbers to an
      acceptable level.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10. | Effective on August 9, 2006, Clyvia Technology entered
      into a supplemental agreement (the HII Supplemental Agreement) to its
      exclusive distribution agreement (the HII Agreement) dated November 8,
      2005 with HII GmbH Industrieanlagen Bau und Beratung (HII). Pursuant to
      the terms of the HII Supplemental Agreement, Clyvia Technology is
      obligated to require its customers not to directly or indirectly sell any
      equipment or machinery purchased from Clyvia Technology into any of the
      countries to which the exclusivity provisions of the HII Agreement apply,
      and to charge a penalty of EUR 2,000,000 to the customer if those
      restrictions are violated. Clyvia Technology will then be required to
      forward any penalty collected to HII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11. | On August 16, 2006, we adopted our 2006 Stock Option Plan
      (the 2006 Plan). Under the 2006 Plan, options may be granted for a
      maximum of 6,000,000 shares of our common stock. The maximum number of
      shares that may be optioned under the 2006 Plan will be increased each
      fiscal quarter by an amount equal to 10% of the total increase in the
      number of shares of common stock outstanding or such lesser amount as may
      be determined by our board of directors. Options may be granted under the
      2006 Plan to any officer, director or employee of our Company or any
      entity controlled by us. Options may also be granted to consultants who
      provide services to us or an entity controlled by us, so long as the
      consultant is a natural person, renders bona fide services to us not in
      connection with the offer and sale our securities in capital raising
      transactions, and does not directly or indirectly promote or maintain a
      market for the Companys securities. The minimum exercise price at which
      options may be granted under the 2006 Plan is 75% of the fair market value
      of our common stock as of the grant date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

5

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|    | For purpose of the 2006 Plan, fair market value is equal
      to the average price of our common stock over the previous 20 trading
      days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|12. | Also effective on August 16, 2006, we approved the grant
      of options to acquire an aggregate of 500,000 shares of our common stock
      under the 2006 Plan to Walter Notter, our Chief Executive Officer,
      President, Chief Financial Officer and Treasurer, and 1,000,000 shares of
      our common stock to each of Manfred Sappok and Dieter Wagels, the managing
      directors of Clyvia Technology. Each of the options granted are
      exercisable at a price of $1.00 per share and expire on August 16, 2011.
      Should any of the grantees cease to act for the Company, the options may
      be terminated early, provided that the options will not be subject to
      early termination if the grantee ceases to act for the Company in his
      current capacity, but continues to act for the Company in another
      capacity.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|13. | In conjunction with the above option grants to each of
      Mr. Sappok and Mr. Wagels, Mr. Sappok and Mr. Wagels agreed to amend the
      terms of their employment agreement with Clyvia Technology. Under the
      original terms of their employment agreements, Mr. Sappok and Mr. Wagels
      were each to receive management bonuses equal to 1.5% of the selling price
      of any recycling/fuel processing systems sold by Clyvia Technology. In
      exchange for the above options granted by the Company, Mr. Sappok and Mr.
      Wagels have agreed to forgo their rights to the management
  bonus.                                                                                                                                                                                                                                             

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. We completed
two large scale test runs on the pilot plant at the end of July, 2006. During
these test runs, large scale quantities of plastics and waste oils were
converted into diesel fuel. Once these test runs were completed, the component
parts of the pilot plants reactor were dismantled in order to conduct
functional diagnostics on the reactor parts, run tests the residues on the
interior of the reactor parts and to check for deposits within the reactor.
These tests were completed one week later.

Our next series of tests will focus on increasing the cetane
number of the output fuel produced by our Fuel Technology and decreasing the
sulfur content of the fuel produced when waste oil is used as the input product.
We do not believe that either of these pose major technical hurdles. In order to
increase the cetane levels, we will adjust the temperature used in the
distillation process. If necessary, we will also insert additives to the output
fuel during the refinery process. In order to decrease the sulfur content when
waste oil is used as the input product, we will dehydrate the waste oil prior to
processing. The sulfur content of the fuel produced using plastic as the input
material did not exceed required levels. We expect to complete these tests
within the next couple of months.

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

|(a) | We will conduct tests/demonstrations for potential
      purchasers of recycling/processing systems based on our Fuel Technology.
      It is expected that potential customers will provide us with samples of
      the input materials that they intend to use in systems purchased from us.
      We will then use these sample materials in our pilot plant to conduct a
      test run to determine the quality and amount of diesel fuel produced. The
      results of these tests will be used to formulate
      modifications/specifications for potential recycling/processing systems to
      be sold to the potential customer. We intend to charge potential customers
      for conducting the test runs.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

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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.
  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 significant revenues to date and there are no assurances
  that we will be able to do so in the future. In addition, we can not provide
  any assurances that our actual working capital needs for the next twelve months
  will not exceed the amounts that we have estimated. If we require additional
  financing, it is anticipated that such additional financing will likely be in
  the form of equity financing, as we do not expect there to be substantial debt
  financing available to us at this stage of our business.

Currently, we do not have any additional financing arrangements
in place and there are no assurances that we will be able to obtain sufficient
additional financing if needed.

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.).

Second Quarter and Six Months Summary

Second Quarter Ended July 31
    
    Six Months Ended July 31Percentage
    
    
    
    PercentageIncrease /
    
    
    
    Increase /2006
    2005
    (Decrease)
    
    2006
    2005
    (Decrease)Revenue
    $7,220
    Nil
    n/a
    
    $7,220
    Nil
    n/aExpenses
    (266,294)
    (8,000,266)
    (96.7)%
    
    (491,131)
    (8,041,417)
    (93.9)%Other Items
    6,544
    Nil
    n/a
    
    12,806
    118
    n/aNet Loss
    $(252,530)
    $(8,000,266)
    (96.8)%
    
    $(471,105)
    $(8,041,299)
    (94.1)%Before Taxes


7

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Revenue

During the period ended July 31, 2006, we earned nominal
revenues of $7,220. This is the first time that we have earned revenues from our
operations. These revenues represent amounts charged to FOCUS mbH & Co. Bau
und Boden KG (Focus) for completing a test run through our pilot plant of
sample materials for a potential order for a recycling/processing system based
on the Fuel Technology. This test run was in addition to the two large scale
test runs described above. We have an exclusive distribution agreement with
Focus, under which we have agreed to allow Focus to act as our exclusive
distributor for recycling/processing systems based on the Fuel Technology within
the regions 50 km inland from the Baltic Sea coastlines of Poland, Lithuania,
Latvia, Estonia, Finland, Sweden, Norway and Russia. Although we conducted the
test run of the sample materials provided by Focus, we have not sold any
recycling/processing systems to Focus or any other parties and there are no
assurances that we will be able to do so in the future. We are presently still
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 significant revenues.

Operating Expenses

Our operating expenses for the quarterly periods ended July 31,
2006 and 2005 consisted of the following:

Second
        Quarter Ended July 31
      
      Six
        Months Ended July 31Percentage
      
      
      
      PercentageIncrease /
      
      
      
      Increase /2006
      2005
      (Decrease)
      
      2006
      2005
      (Decrease)Professional and
      $90,066
      $82,256
      (9.5)%
      
      $190,437
      $122,295
      n/aManagement FeesOther Operating Expenses
      175,296
      15,832
      1,007.4%
      
      299,229
      16,944
      1,666.0%Stock Based
      --
      7,468,845
      (100.0)%
      
      --
      7,468,845
      (100.0)%CompensationForeign Exchange Loss
      932
      433,333
      (99.8)%
      
      1,465
      433,333
      (99.7)%Total Operating Expenses
      $266,294
      $8,000,266
      (96.7)%
      
      $491,131
      $8,041,417
      (93.9)%


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. Other operating expenses during the three and six month
periods ended July 31, 2006 increased significantly over the amounts accrued
during the same three and six month periods ended in 2005. This increase is
largely a result of the fact that during the three and six month periods ended
July 31, 2005, our activities were primarily organizational in nature.

8

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The amounts recorded by us as stock-based compensation during
the three and six months ended July 31, 2005 represent the fair value of options
to purchase up to 6,050,000 shares of our common stock granted by us pursuant to
our 2005 Stock Option Plan in July, 2005.

LIQUIDITY AND FINANCIAL CONDITION

|Working Capital         |                        |                           |                      
|----------------------- | ---------------------- | ------------------------- | ---------------------
|                        |                        |                           | Percentage           
|                        | At
      July 31, 2006 | At
      January 31, 2006 | Increase / (Decrease)
|Current Assets          | $894,934               | $2,261,270                | (60.4)%              
|Current Liabilities     | (634,597)              | (500,469)                 | (26.8)%              
|Working Capital Surplus | $260,237               | $1,760,801                | (85.2)%              

As at July 31, 2006, we had cash and cash equivalents in the
amount of $631,016. The decrease in our current assets from our year end of
January 31, 2006 is largely attributable to amounts spent by us in connection
with the construction and testing of our pilot plant facility in Wegberg,
Germany and to the fact that we had only nominal revenue and limited sources of
financing. 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 $2,571,221 at July
31, 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                                           |                          |           
|---------------------------------------------------- | ------------------------ | ----------
|                                                     | Six Months Ended July 31
|                                                     | 2006                     | 2005      
|Cash Flows used in Operating
      Activities        | $(464,992)               | $(516,767)
|Cash Flows from (used in) Investing
      Activities | (2,267,920)              | Nil       
|Cash Flows from Financing
      Activities           | 1,215,227                | 755,000   
|Effect of Foreign Currency Translation               | 59,183                   | 430,776   
|Net Increase (decrease) in
      Cash During Period  | $(1,458,502)             | $669,009  

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                                               

9

---

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

10

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RISK FACTORS

Need For Financing

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

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.
In July, 2006, we conducted two large scale test runs of our pilot plant. We are
still in the process of conducting tests and diagnostics on the pilot plant and
its component parts. We expect the system to become fully operational within the
next one to two months. 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.

11

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

Our Operations May Be Subject To Extensive Government
Regulations

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 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,

12

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an unfavorable outcome in any patent litigation or interference
proceeding could have a material adverse effect on our business, financial
condition and results of operations.

We Intend To Operate In A Highly Competitive
Industry

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

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

Dependence On Key Personnel

Our success will largely depend on the performance of our
management and on the management of Clyvia 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.

13

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PART II - OTHER INFORMATION

ITEM
1.                    
LEGAL PROCEEDINGS.

None.

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

Since the end of our fiscal quarter ended April 30, 2006, we
have completed private placement sales of our equity securities for total
proceeds of $1,000,000. A description of these private placements is contained
in Part I, Item 2 of this Form 10-QSB under the heading Recent Corporate
Developments.

ITEM
3.                    
DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.                    
OTHER INFORMATION.

On September 13, 2006, we modified the terms of our amendment
  agreements for Clyvia Technology’s employment contracts with Manfred Sappok
  and Dieter Wagels. The amendment agreements were modified to provide that the
  1,000,000 options granted to each of Mr. Sappok and Mr. Wagels will continue
  to be exercisable should they cease to be employed by Clyvia Technology. Copies
  of the modified amendment agreements are filed as exhibits to this report.

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

ITEM
6.                    
EXHIBITS.

|Exhibit |  |                                                                                                                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                             
|        |  |                                                                                                                                                                                                    
|3.1     |  | Articles of Incorporation.(1)                                                                                                                                                                      
|        |  |                                                                                                                                                                                                    
|3.2     |  | Certificate of Change.(5)                                                                                                                                                                          
|        |  |                                                                                                                                                                                                    
|3.3     |  | Articles of Amendment changing name from Rapa Mining Inc.
      to Clyvia Inc. (9)                                                                                                                 
|        |  |                                                                                                                                                                                                    
|3.4     |  | By-Laws.(1)                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                    
|10.1    |  | Mineral Property Option Agreement.(1)                                                                                                                                                              
|        |  |                                                                                                                                                                                                    
|10.2    |  | Amendment Agreement to Mineral Property Option
      Agreement.(4)                                                                                                                                 
|        |  |                                                                                                                                                                                                    
|10.3    |  | Escrow Agreement.(2)                                                                                                                                                                               
|        |  |                                                                                                                                                                                                    
|10.4    |  | Amended Escrow Agreement.(3)                                                                                                                                                                       
|        |  |                                                                                                                                                                                                    
|10.5    |  | Share Purchase Agreement
        between Clyvia Capital Holding GmbH, Rapa Mining Inc., Clyvia Technology
        GmbH and Brian Cheston, dated for reference the 7thday of
        April, 2005.(7)

14

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|Exhibit |  |                                                                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                           
|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)                                                                                                                                                                                
|        |  |                                                                                                                                                                                                           
|10.19   |  | 2006 Stock Option Plan.(13)                                                                                                                                                                               
|        |  |                                                                                                                                                                                                           
|10.20   |  | Non-Qualified Stock Option
        Agreement between Clyvia Inc. and Walter Notter dated effective as of
        August 16, 2006.(13)                                                                     
|        |  |                                                                                                                                                                                                           
|10.21   |  | Non-Qualified Stock Option
        Agreement between Clyvia Inc. and Manfred Sappok dated effective as of
        August 16, 2006.(13)                                                                    
|        |  |                                                                                                                                                                                                           
|10.22   |  | Non-Qualified Stock Option
        Agreement between Clyvia Inc. and Dieter Wagels dated effective as of
        August 16, 2006.(13)                                                                     
|        |  |                                                                                                                                                                                                           
|10.23   |  | Employment Contract between
        Clyvia Technology GmbH and Manfred Sappok (translated from German to English).(13)                                                                                    
|        |  |                                                                                                                                                                                                           
|10.24   |  | Letter
        from Clyvia Technology GmbH to Manfred Sappok  Salary Increase (translated
        from German to English).                                                                               

15

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|Exhibit |  |                                                                                                                                                           
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description of Exhibit                                                                                                                                    
|        |  |                                                                                                                                                           
|10.25   |  | Amendment
        Agreement to Employment Contract between Clyvia Technology GmbH, Manfred
        Sappok and Clyvia Inc.                                 
|        |  |                                                                                                                                                           
|10.26   |  | Employment Contract
        between Clyvia Technology GmbH and Dieter Wagels (translated from German
        to English).(13)                             
|        |  |                                                                                                                                                           
|10.27   |  | Amendment
        Agreement to Employment Contract between Clyvia Technology GmbH, Dieter
        Wagels and Clyvia Inc.                                  
|        |  |                                                                                                                                                           
|14.1    |  | Code of Ethics.(6)                                                                                                                                        
|        |  |                                                                                                                                                           
|21.1    |  | List of Subsidiaries.(12)                                                                                                                                 
|        |  |                                                                                                                                                           
|31.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                                                                           
|32.1    |  | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                                                                           

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

16

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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.                                        
|----- | ------------------ | --- | ---------------------------------------------------
|      |                    |     |                                                    
|      |                    |     |                                                    
|Date: | September 14, 2006 | By: | /s/ Walter P.W. Notter                             
|      |                    |     | WALTER P.W. NOTTER                                 
|      |                    |     | President, Treasurer,                              
|      |                    |     | Chief Executive Officer and Chief Financial Officer
|      |                    |     | Director                                           
|      |                    |     | (Principal Executive Officer                       
|      |                    |     | and Principal Accounting Officer)                  

17

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