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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[ X ]Quarterly Report Under Section 13 Or 15(d) Of The
  Securities Exchange Act Of 1934
  For the quarterly period ended April 30, 2007

[ ] Transition Report Under Section 13 Or 15(d) Of The Securities
  Exchange Act Of 1934 
  For the transition period ________ to ________

COMMISSION FILE NUMBER000-50930

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

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

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

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

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

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

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of June 15,
2007, the Issuer had 102,351,779 Shares of Common Stock outstanding.

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

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.



2

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CLYVIA INC.

(formerly Rapa Mining Inc.)

(A Development Stage Company)



CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

April 30, 2007 
  (Unaudited)

---

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

|                                                                         |   | April 30,   |  
|------------------------------------------------------------------------ | - | ----------- | -
|                                                                         |   | 2007        |  
|                                                                         |   |             |  
|ASSETS                                                                   |   |             |  
|                                                                         |   |             |  
|Current Assets                                                           |   |             |  
|Other receivables                                                        | $ | 52,292      |  
|Prepaid expenses                                                         |   | 34,067      |  
|Deferred
      tax asset, less valuation allowance $801,605              |   | -           |  
|Total Current Assets                                                     |   | 86,359      |  
|                                                                         |   |             |  
|Property,
      plant and equipment (Note 4)                             |   | 3,186,018   |  
|                                                                         |   |             |  
|Total Assets                                                             | $ | 3,272,377   |  
|                                                                         |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                     |   |             |  
|                                                                         |   |             |  
|Current Liabilities                                                      |   |             |  
|Bank indebtedness                                                        | $ | 11,194      |  
|Accounts payable
      and accrued liabilities                           |   | 360,239     |  
|Accounts
      payable and accrued liabilities –related parties (Note 8) |   | 66,167      |  
|Total Current Liabilities                                                |   | 437,600     |  
|                                                                         |   |             |  
|Loan payable (Note 5)                                                    |   | 201,910     |  
|                                                                         |   |             |  
|Total Liabilities                                                        |   | 639,510     |  
|                                                                         |   |             |  
|Commitments (Note 11)                                                    |   |             |  
|                                                                         |   |             |  
|Stockholders Equity                                                     |   |             |  
|Common stock (Note 8)                                                    |   |             |  
|Authorized                                                               |   |             |  
|525,000,000
      common shares, par value $0.001                        |   |             |  
|Issued and
      outstanding                                             |   |             |  
|102,351,779
      common shares                                          |   | 102,352     |  
|Additional paid-in capital                                               |   | 13,654,083  |  
|Accumulated other comprehensive income:                                  |   |             |  
|Foreign
      currency cumulative translation adjustment                 |   | 575,928     |  
|Deficit
      accumulated during the development stage                   |   | (11,699,496 | )
|Total Stockholders Equity                                               |   | 2,632,867   |  
|                                                                         |   |             |  
|Total Liabilities and Stockholders Equity                               | $ | 3,272,377   |  

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)

|                                                           |   | Cumulative         |   |   |             |   |   |             |  
|---------------------------------------------------------- | - | ------------------ | - | - | ----------- | - | - | ----------- | -
|                                                           |   | Amounts            |   |   | Three       |   |   | Three       |  
|                                                           |   | From Inception     |   |   | Months      |   |   | Months      |  
|                                                           |   | (December 21,      |   |   | Ended       |   |   | Ended       |  
|                                                           |   | 2004) to April 30, |   |   | April 30,   |   |   | April 30,   |  
|                                                           |   | 2007               |   |   | 2007        |   |   | 2006        |  
|                                                           |   |                    |   |   |             |   |   |             |  
|REVENUE                                                    | $ | 10,291             |   | $ | 10,291      |   | $ | -           |  
|                                                           |   |                    |   |   |             |   |   |             |  
|EXPENSES                                                   |   |                    |   |   |             |   |   |             |  
|                                                           |   |                    |   |   |             |   |   |             |  
|Amortization                                               |   | 55,090             |   |   | 13,924      |   |   | 4,263       |  
|Management fees                                            |   | 406,843            |   |   | 67,475      |   |   | 61,778      |  
|Professional fees                                          |   | 742,028            |   |   | 66,376      |   |   | 73,279      |  
|Other operating expenses                                   |   | 895,255            |   |   | 165,402     |   |   | 84,983      |  
|Stock-based compensation                                   |   | 9,386,798          |   |   | -           |   |   | -           |  
|Foreign
      currency loss                                |   | 258,446            |   |   | 894         |   |   | 532         |  
|                                                           |   |                    |   |   |             |   |   |             |  
|                                                           |   | 11,744,460         |   |   | 314,071     |   |   | 224,835     |  
|                                                           |   |                    |   |   |             |   |   |             |  
|LOSS BEFORE OTHER ITEMS AND INCOME TAXES                   |   | (11,734,169        | ) |   | (303,780    | ) |   | (224,835    | )
|                                                           |   |                    |   |   |             |   |   |             |  
|OTHER ITEMS                                                |   |                    |   |   |             |   |   |             |  
|Interest expense                                           |   | (11,910            | ) |   | (3,706      | ) |   | -           |  
|Interest income                                            |   | 22,796             |   |   | 929         |   |   | 6,197       |  
|Miscellaneous income                                       |   | 23,787             |   |   | 13,267      |   |   | 65          |  
|                                                           |   |                    |   |   |             |   |   |             |  
|LOSS BEFORE INCOME TAXES                                   |   | (11,699,496        | ) |   | (293,290    | ) |   | (218,573    | )
|                                                           |   |                    |   |   |             |   |   |             |  
|Provision for income taxes                                 |   | -                  |   |   | -           |   |   | -           |  
|                                                           |   |                    |   |   |             |   |   |             |  
|NET LOSS                                                   |   | (11,699,496        | ) |   | (293,290    | ) |   | (218,573    | )
|                                                           |   |                    |   |   |             |   |   |             |  
|OTHER COMPREHENSIVE INCOME                                 |   |                    |   |   |             |   |   |             |  
|Foreign
      currency translation adjustment              |   | 575,928            |   |   | 147,627     |   |   | 28,451      |  
|                                                           |   |                    |   |   |             |   |   |             |  
|COMPREHENSIVE LOSS                                         | $ | (11,123,568        | ) | $ | (145,663    | ) | $ | (190,122    | )
|                                                           |   |                    |   |   |             |   |   |             |  
|                                                           |   |                    |   |   |             |   |   |             |  
|BASIC AND DILUTED NET LOSS PER SHARE                       |   |                    |   | $ | (0.00       | ) | $ | (0.00       | )
|                                                           |   |                    |   |   |             |   |   |             |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES
      OUTSTANDING |   |                    |   |   | 102,351,779 |   |   | 100,317,119 |  

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            |   |   | Three     |   |   | Three      |  
|                                                                              |   | From Inception     |   |   | Months    |   |   | Months     |  
|                                                                              |   | (December 21,      |   |   | Ended     |   |   | Ended      |  
|                                                                              |   | 2004) to April 30, |   |   | April 30, |   |   | April 30,  |  
|                                                                              |   | 2007               |   |   | 2007      |   |   | 2006       |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                          |   |                    |   |   |           |   |   |            |  
|Net loss for the period                                                       | $ | (11,699,496        | ) | $ | (293,290  | ) | $ | (218,573   | )
|Adjustments to reconcile net loss to cash used in operating
      activities: |   |                    |   |   |           |   |   |            |  
|Stock-based compensation                                                      |   | 9,386,798          |   |   | -         |   |   | -          |  
|Amortization                                                                  |   | 55,090             |   |   | 13,924    |   |   | 4,264      |  
|Change in operating assets and liabilities                                    |   |                    |   |   |           |   |   |            |  
|Increase in other receivables                                                 |   | (52,555            | ) |   | (16,645   | ) |   | (59,241    | )
|Decrease (increase) in prepaid expenses                                       |   | (29,194            | ) |   | 7,450     |   |   | 1,841      |  
|Increase (decrease) in accounts payable
      and accrued liabilities         |   | 293,989            |   |   | 18,593    |   |   | 286,157    |  
|Increase in
      accounts payable and accrued liabilities –related parties   |   | 59,372             |   |   | 59,372    |   |   | -          |  
|Increase
      in accrued interest payable                                    |   | 11,911             |   |   | 3,706     |   |   | -          |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|Net
      cash used in operating activities                                   |   | (1,974,085         | ) |   | (206,890  | ) |   | (14,448    | )
|                                                                              |   |                    |   |   |           |   |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                          |   |                    |   |   |           |   |   |            |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|Acquisition
      of capital assets                                           |   | (3,267,853         | ) |   | (78,404   | ) |   | (1,315,686 | )
|                                                                              |   |                    |   |   |           |   |   |            |  
|Net
      cash used in investing activities                                   |   | (3,267,853         | ) |   | (78,404   | ) |   | (1,315,686 | )
|                                                                              |   |                    |   |   |           |   |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                          |   |                    |   |   |           |   |   |            |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|Bank indebtedness                                                             |   | 10,883             |   |   | 10,883    |   |   | -          |  
|Cash acquired from Clyvia
      Inc.                                          |   | 7,654              |   |   | -         |   |   | -          |  
|Advances to related parties, net of repayments                                |   | -                  |   |   | -         |   |   | 24,686     |  
|Issuance of common stock
      for cash                                       |   | 4,383,267          |   |   | -         |   |   | -          |  
|Subscriptions received                                                        |   | -                  |   |   | -         |   |   | 750,000    |  
|Proceeds from loan payable                                                    |   | 190,000            |   |   | -         |   |   | -          |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|Net cash provided by financing activities                                     |   | 4,591,804          |   |   | 10,883    |   |   | 774,686    |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                     |   |                    |   |   |           |   |   |            |  
|CASH DURING THE
      PERIOD                                                  |   | 650,134            |   |   | 2,551     |   |   | 52,897     |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|NET DECREASE IN CASH                                                          |   | -                  |   |   | (271,860  | ) |   | (473,655   | )
|                                                                              |   |                    |   |   |           |   |   |            |  
|CASH, BEGINNING
      OF PERIOD                                               |   | -                  |   |   | 271,860   |   |   | 2,089,518  |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|CASH, END OF PERIOD                                                           | $ | -                  |   | $ | -         |   | $ | 1,615,863  |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|CASH PAID FOR:                                                                |   |                    |   |   |           |   |   |            |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|Interest                                                                      | $ | -                  |   | $ | -         |   | $ | -          |  
|                                                                              |   |                    |   |   |           |   |   |            |  
|Income taxes                                                                  | $ | -                  |   | $ | -         |   | $ | -          |  

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

F-4

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CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Clyvia Inc. (formerly Rapa Mining Inc.) (the Company)
        was incorporated on December 11, 2003, under the Laws of the State of
        Nevada and was in the business of exploring mineral properties. Effective
        June 16, 2005, the Company acquired 100% of the issued and outstanding
        shares of Clyvia Technology GmbH (Clyvia Technology), a company
        engaged in the development of a process known as catalytic depolymerization
        to produce fuel from various forms of waste materials including plastics.
        The Company has abandoned its mineral property acquisition and exploration
        business in order to focus its resources on the development of Clyvia
        Technologys proprietary technology. The Company is considered to
        be a development stage company, as it has not generated significant revenues
        from operations.                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Effective June 16, 2005, the Company acquired 100%
        of the issued and outstanding shares of Clyvia Technology from Clyvia
        Capital Holding GmbH (Clyvia Capital) in exchange for an aggregate
        of 55,000,000 shares of the Companys common stock. In addition,
        Brian Cheston transferred 14,000,000 shares of the Companys common
        stock already issued and outstanding prior to the transaction to Clyvia
        Capital in exchange for $10,000. Completion of the acquisition resulted
        in the former sole shareholder of Clyvia Technology holding the majority
        of the Companys issued and outstanding common stock. As a result,
        the transaction was accounted for as a recapitalization of Clyvia Technology.                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The unaudited consolidated statements of operations
        and cash flows of the Company prior to June 16, 2005, are those of Clyvia
        Technology. The Companys date of incorporation is considered to
        be December 21, 2004, the date of inception of Clyvia Technology. Effective
        September 1, 2005, the Company changed its name from Rapa Mining Inc.
        to Clyvia Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | These financial statements have been prepared in conformity
        with generally accepted accounting principles in the United States of
        America for interim financial information. The accompanying consolidated
        financial statements do not include all information and footnote disclosures
        required by the accounting principles generally accepted in the United
        States of America for complete financial statements. In the opinion of
        management, all adjustments (consisting solely of normal recurring accruals)
        considered necessary for a fair presentation of financial position, results
        of operations and cash flows as at April 30, 2007 and for all periods
        presented, have been included. Interim results for the period ended April
        30, 2007 are not necessarily indicative of the results that may be expected
        for the fiscal year as a whole.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | These consolidated financial statements have been
        prepared with the on-going assumption that the Company will be able to
        realize its assets and discharge its liabilities in the normal course
        of business. However, certain conditions noted below raise substantial
        doubt about the Companys ability to continue as a going concern.
        These financial statements do not include any adjustments to the amounts
        and classifications of assets and liabilities that might be necessary
        should the Company be unable to continue as a going concern.                                                                                                                                                                                                                                                                                                                                       

F-5

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CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|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 U.S. dollars. The significant
        accounting policies adopted by the Company are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The preparation of financial statements in
        conformity with generally accepted accounting principles in the United
        States requires management to make estimates and assumptions that affect
        the reported amount of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and the
        reported amount of revenues and expenses during the reporting period.
        Actual results could differ from these estimates.                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The functional currency of the Company is
        the U.S. dollar. The Companys subsidiary, Clyvia Technology, uses
        the Euro as its functional currency. Accordingly, monetary assets and
        liabilities denominated in a foreign currency are translated at the exchange
        rate in effect at the balance sheet date while non-monetary assets and
        liabilities are translated at historical rates. Revenue and expense items
        denominated in a foreign currency are translated at exchange rates prevailing
        when such items are recognized in the statement of operations. Exchange
        gains and losses arising on translation of foreign currency items are
        included in the statement of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company follows the current rate method
        of translation with respect to its foreign subsidiary. Accordingly, assets
        and liabilities are translated into U.S. dollars at the period-end exchange
        rates while revenue and expenses are translated at the average exchange
        rates during the period. Related exchange gains and losses are included
        in a separate component of stockholders equity as accumulated other
        comprehensive income.                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company considers cash held at banks and
        all highly liquid investments with original maturities of three months
        or less to be cash and cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

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CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|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     | 3-13 years 
| | -------------------- | -----------
| | Plant equipment      | 11-13 years
| | Laboratory equipment | 14 years   
| | Building             | 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)
  April 30, 2007

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company's financial instruments consist
        of cash, other receivables, 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 recognizes revenue when persuasive
      evidence of an arrangement exists, delivery has occurred, the sales price
      is fixed or determinable and collectibility is reasonably assured. Revenue
      from processing waste is recognized when title passes to the customer and
      all revenue recognition criteria specified above is met.                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Effective January 1, 2006, the Company
        accounts for stock-based compensation issued to employees in accordance
        with the provisions of Statement of Financial Accounting Standards (SFAS)
        123R, Share- Based Payment.which superseded Accounting
        Principles Board (APB) Opinion 25, Accounting for
        Stock Issued to Employees.                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company accounts for stock-based compensation
        issued to non-employees in accordance with the provisions of SFAS 123,
        Accounting for Stock-Based Compensation,and the consensus
        in Emerging Issues Task Force (EITF) No. 96-18, Accounting
        for Equity Instruments that are Issued to Other Than Employees for Acquiring
        or in Conjunction with Selling, Goods or Services.                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Basic net loss per share is computed by
        dividing the net loss for the period by the weighted average number of
        shares of common stock outstanding during the period. Diluted earnings
        per share takes into consideration shares of common stock outstanding
        (computed under basic earnings per share) and potentially dilutive shares
        of common stock. As of April 30, 2007 and 2006, the 8,650,000 and 6,050,000
        options outstanding respectively, have been excluded from diluted loss
        per share as they were anti-dilutive.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company has adopted SFAS 130, Reporting
        of Comprehensive Income,which establishes guidelines for the
        reporting and display of comprehensive income (loss) and its components
        in financial statements. Comprehensive income (loss) includes foreign
        currency translation adjustments.                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company is a development stage company
        as defined in SFAS 7, Accounting and Reporting by Development
        Stage Enterprises,as it is devoting substantially all of its
        efforts to establish a new business and planned principal operations have
        not yet commenced.                                                                                                                                                                                                                                                                                  

F-8

---

CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Cash is the only financial instrument
        that potentially subjects the Company to concentration of credit risk.
        The Company maintains cash in bank accounts that, at times, may exceed
        federally insured limits. The Company has not experienced any losses in
        such accounts and believes it is not exposed to any significant risks
        on its cash in bank accounts.                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In July 2006, the Financial Accounting
        Standards Board (FASB) issued FASB Interpretation No. (FIN)
        48, Accounting for Uncertainty in Income Taxes.FIN
        48 clarifies the accounting and reporting for uncertainties in income
        tax law. FIN 48 prescribes a comprehensive model for the financial statement
        recognition, measurement, presentation and disclosure of uncertain tax
        positions taken or expected to be taken in income tax returns. FIN 48
        is effective for fiscal years beginning after December 15, 2006.                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In September 2006, the SEC issued Staff
        Accounting Bulletin (SAB) No. 108, Considering the
        Effects of Prior Year Misstatements when Quantifying Misstatements in
        Current Year Financial Statements. SAB No. 108 provides guidance
        on how prior year misstatements should be taken into consideration when
        quantifying misstatements in current year financial statements for purposes
        of determining whether the current years financial statements are
        materially misstated. SAB No. 108 is effective for fiscal years ending
        on or after November 15, 2006.                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In September 2006, the FASB issued SFAS
        No. 157, Fair Value Measurements.SFAS No. 157
        establishes a framework for measuring the fair value of assets and liabilities.
        This framework is intended to provide increased consistency in how fair
        value determinations are made under various existing accounting standards
        which permit, or in some cases require, estimates of fair market value.
        SFAS No. 157 is effective for fiscal years beginning after November 15,
        2007, and interim periods within those fiscal years. Earlier application
        is encouraged, provided that the reporting entity has not yet issued financial
        statements for that fiscal year, including any financial statements for
        an interim period within that fiscal year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company does not expect that the adoption
        of these new accounting pronouncements will have a significant effect
        on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (q)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Certain amounts reported in the prior
        periods have been reclassified to conform to the current periods
        presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-9

---

CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

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

| |                          |   | April 30, |  
| | ------------------------ | - | --------- | -
| |                          |   | 2007      |  
| |                          |   |           |  
| | Office equipment         | $ | 91,415    |  
| | Plant equipment          |   | 1,979,838 |  
| | Laboratory equipment     |   | 25,865    |  
| | Building                 |   | 972,273   |  
| | Land                     |   | 171,717   |  
| |                          |   |           |  
| |                          |   | 3,241,108 |  
| | Accumulated depreciation |   | (55,090   | )
| |                          |   |           |  
| | Net book value           | $ | 3,186,018 |  

|   | During the period ended April 30, 2007, the Company
        did not amortize $1,973,097 of total plant equipment as utilization of
        the equipment will begin 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 year ended January 31, 2007, a loan was granted
        from a third party company for $190,000. The loan bears interest at 8%
        per annum, compounded annually, and is due July 18, 2008. Interest expense
        paid for the three months ended April 30, 2007 totaled $3,706.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-10

---

CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|6. | LICENSING AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Pursuant to a license agreement dated December 23,
        2004, Clyvia Technology was granted an exclusive worldwide license with
        respect to certain German patents related to catalytic depolymerization.
        In consideration of the grant, Clyvia Technology is required to pay a
        declining royalty based on the level of sales generated. The royalties
        are between 6% and 10%. The agreement has a twelve-month termination notice
        period with the earliest date of termination being December 31, 2009.
        The licensor or the licensee may terminate the agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In March 2005, Clyvia Technology and the licensor
        amended the license agreement dated December 23, 2004, to extend the earliest
        date of termination of the license agreement to December 31, 2017.                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In May 2006, Clyvia Technology and the licensor mutually
        agreed to cancel the terms of their amended license agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | At April 30, 2007, included in other receivables is
        Euro 3,697 (US $5,046) owed from a company with common directors and
        officers of Clyvia Technology for vehicle maintenance.                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | At April 30, 2007, included in accounts payable is
        Euro 3,066 (US $4,185) owed to a company with common directors and
        officers of Clyvia Technology for the use of a vehicle. Vehicle costs
        paid for the three months ended April 30, 2007 totaled Euro 2,577 (US
        $3,419).                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | At April 30, 2007, included in accounts payable is
        Euro 30,217 (US $41,241) owed to a company related to a managing director
        of Clyvia Technology for the purchase of plant equipment.                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | At April 30, 2007, included in accounts payable is
        CAD $95 (US $70) owed to a former officer and director of the
        Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | At April 30, 2007, included in accounts payable is
        Euro 15,145 (US $20,671) owed to a director and officer of the Company
        for management fees and reimbursement of expenses.                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Management fees paid to an officer and director of
        the Company for the three months ended April 30, 2007 totaled Euro 22,500
        (US $29,649). Consulting fees paid to an officer of the Company for
        the three months ended April 30, 2007 $3,000. Wages paid to officers
        and directors of Clyvia Technology for the three months ended April 30,
        2007 totaled Euro 26,250 (US $34,826). Amounts due to and from officers
        and directors are unsecured, non-interest bearing and due on demand.                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Lease fees paid to a company related to a managing
        director of Clyvia Technology for the three months ended April 30, 2007
        totaled Euro 1,771 (US $2,350).                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-11

---

CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

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

F-12

---

CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|8. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On June 12, 2006, the Company issued 217,391 units at
        a price of $1.15 per unit in a private placement transaction. Each unit
        consists of one share of the Companys common stock and one share
        purchase warrant for total proceeds of $250,000. Each warrant entitles
        the holder to purchase an additional share of the Companys common
        stock at a price of $1.15 per share for a period of two years from the
        date of closing.                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On December 6, 2006, the Company issued 1,157,400 units
        at a price of Euro 0.432 (US $0.57) per unit in a private placement transaction.
        Each unit consists of one share of the Companys common stock and
        one share purchase warrant for total proceeds of Euro 500,000 (US $661,250).
        Each warrant entitles the holder to purchase an additional share of the
        Companys common stock at a price of Euro 0.44 (US $0.57) per share
        for a period of one year from the date of closing. A finders fee
        of Euro 50,000 (US $66,450) equal to 10% of the proceeds of the private
        placement was paid on December 12, 2006 to a company in consideration
        for its efforts in arranging the private placement.                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | STOCK OPTIONS AND WARRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On May 17, 2005, the Company adopted a stock incentive
        plan (the “2005 Stock Option Plan”) to provide incentives
        to employees, directors, officers and consultants. The 2005 Stock Option
        Plan provides for the issuance of up to 6,420,750 options with a maximum
        term of five years. The maximum aggregate number of shares that may be
        optioned under the 2005 Stock Option Plan will be increased effective
        the first day of each of the Company’s fiscal quarters, beginning
        with the fiscal quarter commencing May 1, 2005, up to a maximum of 15%
        of the outstanding shares on the first day of the applicable quarter.
        The plan administrator has sole discretion to establish, waive or modify
        the vesting terms of the options.               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On August 16, 2006, the Company adopted a second stock
        incentive plan (the “2006 Stock Option Plan”) to provide incentives
        to employees, directors, officers and consultants. The 2006 Stock Option
        Plan provides for the issuance of up to 6,000,000 options with a maximum
        term of five years. The maximum aggregate number of shares that may be
        optioned under the 2006 Stock Option Plan will be increased effective
        the first day of each of the Company’s fiscal quarters, beginning
        with the fiscal quarter commencing November 1, 2006, up to a maximum of
        10% of the outstanding shares on the first day of the applicable quarter.
        The plan administrator has sole discretion to establish, waive or modify
        the vesting terms of the options.

| |                                              |  |           |  |   | Weighted Average | 
| | -------------------------------------------- |  | --------- |  | - | ---------------- | 
| |                                              |  | Number    |  |   | Exercise Price   | 
| |                                              |  |           |  |   |                  | 
| | Options outstanding, beginning of the period |  | 8,650,000 |  | $ | 1.06             | 
| | Granted                                      |  | -         |  |   | -                | 
| | Exercised                                    |  | -         |  |   | -                | 
| | Expired                                      |  | -         |  |   | -                | 
| | Options outstanding, April 30, 2007          |  | 8,650,000 |  | $ | 1.06             | 

F-13

---

CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|9. | STOCK OPTIONS AND WARRANTS (continued)                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                           
|   | Stock Options (continued)                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                           
|   | On July 11, 2005, the Company granted stock options
        to directors, officers and consultants under the 2005 Stock Option Plan,
        to acquire a total of 6,050,000 shares of common stock exercisable at
        a price of $1.09 per share up to July 11, 2010.
|   |                                                                                                                                                                                                                                                                           
|   | On August 16, 2006, the Company granted stock options
        to a consultant under the 2005 Stock Option Plan, to acquire a total of
        100,000 shares of common stock exercisable at a price of $1.00 per share
        up to August 16, 2011.                     
|   |                                                                                                                                                                                                                                                                           
|   | On August 16, 2006, the Company granted stock options
        to officers and directors under the 2006 Stock Option Plan, to acquire
        a total of 2,500,000 shares of common stock exercisable at a price of
        $1.00 per share up to August 16, 2011.         
|   |                                                                                                                                                                                                                                                                           
|   | A summary of stock options outstanding at April 30,
        2007, is as follows:                                                                                                                                                                                          

| |                        | Outstanding Options | Exercisable Options
| | ---------------------- | ------------------- | -------------------
| |                        |                     | Weighted           
| |                        |                     | Average            
| |                        |                     | Remaining          
| | Exercise Price         | Number              | Contractual Life   
| |                        |                     |                    
| | 2005 Stock Option Plan |                     |                    
| | $ 1.09                 | 250,000             | 3.70               
| | $
      1.09           | 2,000,000           | 3.70               
| | $ 1.09                 | 2,000,000           | 3.70               
| | $
      1.09           | 200,000             | 3.70               
| | $ 1.09                 | 700,000             | 3.70               
| | $
      1.09           | 700,000             | 3.70               
| | $ 1.09                 | 200,000             | 3.70               
| | $
      1.00           | 100,000             | 4.30               
| | 2006 Stock Option Plan |                     |                    
| | $
      1.00           | 1,000,000           | 4.30               
| | $ 1.00                 | 1,000,000           | 4.30               
| | $ 1.00                 | 500,000             | 4.30               

F-14

---

CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|9. | STOCK OPTIONS AND WARRANTS (continued)                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                               
|   | Stock Options (continued)                                                                                                                                     
|   |                                                                                                                                                               
|   | On July 11, 2005, the Company used the Black-Scholes
        option pricing model to compute estimated fair value, based on the following
        assumptions:

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

On August 16, 2006, the Company used
  the Black-Scholes option pricing model to compute estimated fair value, based
  on the following assumptions:

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

The Company recognized stock-based compensation
  of $Nil during the three months ended April 30, 2007.

Warrants

| | Date              |  | Issued    |  | Outstanding |  | Exercise Price       |  | Expiry Date       | 
| | ----------------- |  | --------- |  | ----------- |  | -------------------- |  | ----------------- | 
| |                   |  |           |  |             |  |                      |  |                   | 
| | June 28, 2005     |  | 305,555   |  | 305,555     |  | $ 1.08               |  | June 27, 2007     | 
| | July 27, 2005     |  | 404,762   |  | 404,762     |  | $ 1.05               |  | July 26, 2007     | 
| | December 15, 2005 |  | 1,801,802 |  | 1,801,802   |  | $ 1.35               |  | December 15, 2007 | 
| | May 4, 2006       |  | 442,478   |  | 442,478     |  | $ 1.13               |  | May 4, 2008       | 
| | May 5, 2006       |  | 217,391   |  | 217,391     |  | $ 1.15               |  | May 5, 2008       | 
| | June 12, 2006     |  | 217,391   |  | 217,391     |  | $ 1.15               |  | June 12, 2008     | 
| | December 6, 2006  |  | 1,157,400 |  | 1,157,400   |  | Euro 0.44 (US $0.57) |  | December 6, 2007  | 

|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                         
|    | The Companys operations following the acquisition
        of Clyvia Technology were conducted in one reportable segment, being the
        development and commercialization of the process known as catalytic depolymerization,
        in Germany. All of the Companys property, plant and equipment are
        located in Germany.

F-15

---

CLYVIA INC.
  (formerly Rapa Mining Inc.)
  (A Development Stage Company) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (Expressed in U.S. Dollars)
  (Unaudited)
  April 30, 2007

|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 $6,824).
        The agreement also specifies a grant of options to purchase 250,000 shares
        of the Companys common stock pursuant to the Companys 2005
        Stock Option Plan at an exercise price of $1.09 per share for a period
        of five years from the date of issuance. The stock options were granted
        July 11, 2005. The agreement is for a one-year term and shall automatically
        extend for additional one year terms on the anniversary date unless notice
        is given by the Company at least 90 days prior to renewal. On November
        23, 2005, Clyvia Technology increased the monthly management fee to 7,500
        Euro (US $10,236) effective January 1, 2006.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On July 1, 2005, Clyvia Technology entered into an
        employment contract with a director and officer of Clyvia Technology effective
        July 1, 2005, to pay monthly management fees of 2,300 Euro (US $3,139)
        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
        $6,824) effective January 1, 2006. On August 16, 2006, the management
        bonus of 1.5% of the selling price for each system sold was cancelled
        in exchange for 1,000,000 stock options (Note 9).                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On September 1, 2005, Clyvia Technology entered into
        a lease agreement for tenancy of office space with a company related to
        a managing director of Clyvia Technology for a term of five years expiring
        September 1, 2010. The lease may be terminated by either party by providing
        twelve months notice. The lease agreement requires monthly lease payments
        of Euro 590 (US $805) plus taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On November 24, 2005, Clyvia Technology entered into
        an employment contract with a director and officer of Clyvia Technology
        effective January 1, 2006, to pay monthly management fees of 3,750 Euro
        (US $5,118) and a management bonus of 1.5% of the selling price for
        each system sold for an indefinite term. The contract period is indefinite,
        may be terminated with one year notice and terminates at the age of 65.
        On August 16, 2006, the management bonus of 1.5% of the selling price
        for each system sold was cancelled in exchange for 1,000,000 stock options
        (Note 9).                                                                                                                                                                                                                                                                                  

F-16

---

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.”) and its subsidiaries unless otherwise
  indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless
  otherwise stated.

INTRODUCTION

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three month period ended April 30, 2007 and changes in our financial condition from our fiscal year ended January
31, 2007. This discussion should be read in conjunction with the Managements Discussion and Analysis or Plan of Operation included in our Annual Report on Form 10-KSB for the year ended January 31, 2007.

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

RECENT CORPORATE DEVELOPMENTS

The following corporate developments occurred subsequent to our fiscal year ended January 31, 2007:

|(1) | In February, 2007, Clyvia GmbH entered into a processing agreement with Heitzer Tankschutz & Mineralole (Heitzer Tankschutz) of Heinsberg, Germany. Under the terms of this processing agreement, Heitzer Tankschutz
will deliver waste oil for processing at Clyvia GmbHs pilot plant in Wegberg-Wildenrath, Germany. Clyvia GmbH will process the waste oil and will sell the resulting heating oil and diesel fuel to Heitzer Tankschutz at a price of EUR 0.21 per
liter for heating oil and EUR 0.75 per liter for diesel fuel. To date, Clyvia GmbH has delivered approximately 36,000 liters of heating oil to Heitzer Tankschutz.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2) | In April, 2007, Clyvia GmbH reached a tentative agreement with NKW Niederlausitzer Kompostwerke GmbH (NKW), based in the State of Brandenburg, in Southern Germany, for                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

3

---

|    | a Clyvia CL 500 fractional depolymerization plant. NKW
      has already received approval from the Environmental Authority for the
      State of Brandenburg to build the plant. NKW delivered a 20 tonne batch of
      polyethylene to Clyvia GmbH in May, 2007. The polyethylene delivered by
      NKW consisted of a single type of polyethylene that had been previously
      cleaned and sorted. Clyvia GmbH will use this batch of materials to
      conduct test runs at its pilot plant. We are currently in the process of
      running tests on the sample materials provided to us. We expect to have
      these tests completed within the next few weeks. If the test run is
      successful, we expect NKW to place an order for a Clyvia CL 500 plant to
      be constructed by Clyvia GmbH. NKW operates one of the biggest composting
      plants in the State of Brandenburg.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3) | In April, 2007, Clyvia GmbH entered into an agreement
      with Energie Optimal GmbH, based in Riegelsberg, Germany. Under the terms
      of this agreement, Clyvia Gmbh has agreed to grant Energie Optimal the
      right to become the exclusive worldwide distributor for Clyvia fractional
      depolymerization systems if it provides Clyvia GmbH with a non-refundable
      deposit equal to 15% of the purchase price for 100 fractional
      depolymerization plants by the end of August, 2007. Based on a suggested
      minimum price per plant of EUR 2,450,000 (approximately $3,175,000) as
      quoted to Energie Optimal, the amount of the deposit required would be
      equal to approximately EUR 36,750,000 (approximately $47,630,000). If
      Energie Optimal provides the required deposit, Clyvia GmbH will grant it
      the exclusive right to distribute Clyvia fractional depolymerization
      systems worldwide, provided that it continues to purchase at least 100
      Clyvia systems from us each year. If Energie Optimal earns the right to
      act as Clyvia GmbHs exclusive worldwide distributor, our existing
      distribution agreements will remain in effect, however Clyvia GmbH will
      assign its rights under these agreements to Energie Optimal, such that
      Energie Optimal will supply those other distributors with Clyvia plants
      purchased from Clyvia GmbH. Readers are cautioned that Energie Optimal
      has informed Clyvia GmbH that it does not currently have the financial
      resources to pay the required deposit, and that it is currently seeking to
      obtain financing in an amount that would enable it to do so. However,
      there are no assurances that Energie Optimal will obtain the necessary
      financing, and there are no assurances that we will receive the deposit or
      any other amounts from Energie Optimal.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | In May, 2007, we conducted another demonstration run at
      our pilot plant in Wegberg- Wildenrath, Germany, for representatives from
      the TÜV Rheinland Group (TÜV), an independent testing service hired by
      Clyvia GmbH to examine and confirm our claims with respect to the pilot
      plants functionality. The purpose of the TÜV examination is to confirm
      the input and product output claims made by us with respect to our
      fractional depolymerization system. The demonstration run was conducted
      using waste oil as the input product. A previous demonstration run had
      been conducted for TÜV representatives in November, 2006 and initially, we
      had expected a report from TÜV in January, 2007. However, due to
      scheduling conflicts at TÜV, there were delays in their issuing the
      report. TÜVs report confirming our claims with respect to the pilot
      plants functionality was received just prior to filing this Quarterly
      Report                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(5) | In late May, 2007, we received test results from an
      independent laboratory testing service, on the fuel output produced by our
      pilot plant from waste oil. The results of this report indicated that the
      output fuel met all of the DIN requirements for use as heating oil. Their
      report also indicated that the output fuel would have met the DIN
      requirements for use as diesel fuel, except that the sulfur content was
      too high. The laboratory report indicated that the sulfur content of the
      output fuel was 1800 ppm. This would allow the output fuel to be used as
      heating oil (with a maximum sulfur limit of 2,000 ppm), but not as diesel
      fuel (with a maximum sulfur limit of 50 ppm). In order to lower the sulfur
      content to acceptable levels, we are currently working to adjust the
      sodium emulsion used by us to remove sulfur from our output product. We
      expect to complete our adjustment efforts within the next few weeks. The
      excess                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

4

---

sulfur problem does not occur when using
  bilge oil or plastics as the input materials for our fractional depolymerization
  process.

PLAN OF OPERATION

We have completed the construction, principal testing and commissioning of our fractional depolymerization pilot plant. In addition, we have completed large scale test runs of the pilot plant and have made minor technical adjustments to optimize the
pilot plants fractional depolymerization process. We have engaged the services of the TÜV Rheinland Group (TÜV), an independent testing service, to prepare a report confirming that our pilot plant functions as claimed. We
expect to receive TÜVs final report sometime in June or July of 2007. Despite the delays in obtaining the report from TÜV, our pilot plant is currently in operation.

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

|1. | Researching and testing various formulations of the sodium emulsion that we use to reduce the sulfur content of the fuel output produced from waste oil. Our current formulation is effective in reducing the sulfur content of the
fuel output to the levels required for its use as heating oil. However, we are making minor adjustments to this formulation in order to reduce sulfur levels to those acceptable for diesel fuel. We expect to complete this process sometime within the
next few weeks. The excess sulfur problem does not occur when using bilge oil or plastics as the input materials for our fractional depolymerization process. As a result, we do not expect to have to make additional adjustments to use the output fuel
from bilge oil or plastics as diesel.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Modifying the system so that it is able to produce diesel fuel or heating oil from bituminous substances, rubber and organic materials such as garden cuttings and wood. To date, no depolymerization process has been able to process
these materials into usable oil. Clyvia GmbH has not yet been able to successfully depolymerize these materials; however, it believes that it should be chemically possible to process these materials into diesel fuel or heating oil. In order to do
this, Clyvia GmbH intends to use a pyrolysis process to breakdown the input materials and then feeding the resulting oils through its fractional depolymerization system.                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | Modifying the system to enable it to capture chlorine gas byproducts given off when input materials containing chlorine (such as PVCs) are processed. In order to solve the problem of toxic gas outputs, Clyvia GmbH is
exploring the use of reagent materials to bind the chlorine as a common salt within the reactor system, allowing it to be disposed of in an environmentally friendly manner. Over the next 3 months, Clyvia intends to carry out tests to demonstrate
this process.                                                                                                                                                                                                                                                                                               

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

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

|(a) | We will conduct tests/demonstrations for potential purchasers of recycling/processing systems based on our Fuel Technology. It is expected that potential customers will provide us with
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5

---

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

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

We anticipate spending approximately EUR 2,000,000
(approximately $2,600,000) in pursuing the above plan of operation over the next
twelve months. We currently do not have sufficient working capital to meet our
anticipated needs for the next twelve months. We have not earned any significant
revenues to date and there are no assurances that we will be able to do so in
the future. In addition, we can not provide any assurances that our actual
working capital needs for the next twelve months will not exceed the amounts
that we have estimated. If we require additional financing, it is anticipated
that such additional financing will likely be in the form of equity financing,
as we do not expect there to be substantial debt financing available to us at
this stage of our business.

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

RESULTS OF OPERATIONS

Three Months Summary

|            |   | Three Months Ended April 30 |  
|----------- | - | --------------------------- | -
|            |   |                             |  
|            |   | 2007                        |  
|            |   |                             |  
|Revenue     | $ | 10,291                      |  
|Expenses    |   | (314,071                    | )
|Other Items |   | 10,490                      |  
|Net Loss    | $ | (293,290                    | )

Revenue

During the three months ended April 30, 2007, we earned
revenues of $10,291. These revenues were earned by us from the sale of heating
oil to Heitzer Tankschutz & Mineralole (Heitzer Tankschutz) under the
terms of our waste oil processing agreement with them. In addition to these
amounts, we earned miscellaneous income of $13,267 during the three months ended
April 30, 2007 for amounts charged by us for preparing a quote for Clyvia
plants.

6

---

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

Operating Expenses

Our operating expenses for the three month periods ended April
30, 2007 and 2006 consisted of the following:

|                         |   | Three Months Ended April 30, |  |   | Percentage | 
|------------------------ | - | ---------------------------- |  | - | ---------- | 
|                         |   |                              |  |   |            | 
|                         |   | 2007                         |  |   | 2006       | 
|Amortization             | $ | 13,924                       |  | $ | 4,263      | 
|Management Fees          |   | 67,475                       |  |   | 61,778     | 
|Professional Fees        |   | 66,376                       |  |   | 73,279     | 
|Other Operating Expenses |   | 165,402                      |  |   | 84,983     | 
|Foreign Currency Loss    |   | 894                          |  |   | 532        | 
|Total Expenses           | $ | 314,071                      |  | $ | 224,835    | 

Management fees represent amounts paid as compensation to our
  executive officers and the executive officers of Clyvia GmbH during the respective
  three month periods ended April 30, 2006 and 2007. The increase in management
  fees in the three months ended April 30, 2007 from the three months ended April
  30, 2006 was primarily the result of increases in the monthly management fees
  paid to Walter Notter, our Chief Executive Officer and Chief Financial Officer,
  and Manfred Sappok, a managing director of Clyvia GmbH.

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

Other operating expenses consist primarily of amounts spent on
salaries and wages, advertising, and travel, as well as other miscellaneous
office expenses. Our other operating expenses were significantly higher for the
three months ended April 30, 2007 because we significantly increased our
marketing and business development activities as compared to three months ended
April 30, 2006.

7

---

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

|                                     |   |                         |   |   |                           |   |  | Percentage            | 
|------------------------------------ | - | ----------------------- | - | - | ------------------------- | - |  | --------------------- | 
|                                     |   | At April
      30, 2007 |   |   | At January
      31, 2007 |   |  | Increase / (Decrease) | 
|Current Assets                       | $ | 86,359                  |   | $ | 344,881                   |   |  | (75.0)%               | 
|Current Liabilities                  |   | (437,600                | ) |   | (330,560                  | ) |  | 32.4%                 | 
|Working Capital Surplus (Deficiency) | $ | (351,241                | ) | $ | 14,321                    |   |  | (2,552.6)%            | 

As at April 30, 2007, we had bank indebtedness in the amount
  of $11,194. The decrease in our working capital from our year ended January
  31, 2007 is largely attributable to the fact that we had only limited sources
  of financing and only nominal revenues during the period with which to pay for
  our expenses.

Cash Flows

|                                        |   | Three Months Ended April 30 |  
|--------------------------------------- | - | --------------------------- | -
|                                        |   | 2007                        |  
|Cash Flows used in Operating Activities | $ | (206,890                    | )
|Cash Flows used in Investing Activities |   | (78,404                     | )
|Cash Flows from Financing Activities    |   | 10,883                      |  
|Effect of Foreign Currency Translation  |   | 2,551                       |  
|Net Decrease in Cash During Period      | $ | (271,860                    | )

Financing Requirements

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

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

The financial statements accompanying this Annual Report
contemplate our continuation as a going concern. However, we have sustained
substantial losses, have a limited operating history and are still in the
development stage of our business. In the past, our principal source of
financing has been sales of our equity securities made in private placement
transactions. However, during the three months ended April 30, 2007, our only
source of financing was bank indebtedness of approximately $10,883.

8

---

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

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

RISK FACTORS

Need For Financing

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

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

Although we have completed the construction of our pilot plant and we have entered into agreements granting certain distribution rights and sales licenses for recycling/processing systems based on our

9

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

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

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

In addition, Energie Optimal GmbH does not currently have sufficient financial resources to pay the deposit to Clyvia GmbH as required under the terms of their agreement.  Energie Optimal has informed Clyvia GmbH that it is seeking to obtain
financing sufficient to allow it to pay the deposit. However, there are no assurances that Energie Optimal will be able to obtain financing and there are no assurances that we will receive the deposit or any other payments from Energie Optimal.

Limited Operating History, Risks Of A New Business Venture

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

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

Our Operations May Be Subject To Extensive Government Regulations

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

10

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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. Our pilot plant and the recycling/processing plants that we will attempt to sell are based on our own technology, for which we
have been granted a patent from the German Patent and Trademark Office. Although we have been granted a patent for our Fuel Technology, we may be required to defend those intellectual property rights through litigation. The financial cost of such
litigation could have a material impact on our financial condition even if we are successful in developing and marketing products and in defending any of our intellectual property rights, of which there is no assurance. Furthermore, an adverse
outcome in any litigation or interference proceeding could subject us to significant liabilities to third parties and require us to cease using the technology that is at issue or to license the technology from third parties. In addition, a finding
that any of our intellectual property rights are invalid could allow competitors to more easily and cost-effectively compete. Thus, an unfavorable outcome in any patent litigation or interference proceeding could have a material adverse effect on
our business, financial condition and results of operations.

We Intend To Operate In A Highly Competitive Industry

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

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

Dependence On Key Personnel

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

11

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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.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

Except as otherwise disclosed below 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.

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

13

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|ExhibitNumber | Description of Exhibit                                                                                                                                                                                    
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                                                                           
|              | (formerly Rapa Mining Inc.)
        dated effective as of June 30, 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).
        (14)                                                                          
|              |                                                                                                                                                                                                           
|10.25         | Amendment Agreement to Employment Contract
        between Clyvia Technology GmbH, Manfred Sappok and Clyvia Inc. (14)                                                                                    
|              |                                                                                                                                                                                                           
|10.26         | Employment Contract between Clyvia Technology
        GmbH and Dieter Wagels (translated from German to English).(13)                                                                                     
|              |                                                                                                                                                                                                           
|10.27         | Amendment Agreement to Employment Contract
        between Clyvia Technology GmbH, Dieter Wagels and Clyvia Inc.(14)                                                                                      
|              |                                                                                                                                                                                                           
|10.28         | Exclusive Distribution Agreement between
        Clyvia Technology GmbH and Energie Optimal GmbH (translated from German
        to English) .(15)                                                        

14

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|ExhibitNumber | Description of Exhibit                                                                                                                                    
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                           
|14.1          | Code of Ethics.(6)                                                                                                                                        
|              |                                                                                                                                                           
|21.1          | List of Subsidiaries.(12)                                                                                                                                 
|              |                                                                                                                                                           
|31.1          | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|              |                                                                                                                                                           
|32.1          | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

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

15

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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: | June
      19, 2007 | By: | /s/
      Walter P.W. Notter                       
|      |                     |     | WALTER P.W. NOTTER                                 
|      |                     |     | President, Treasurer,                              
|      |                     |     | Chief Executive Officer and Chief Financial Officer
|      |                     |     | Director                                           
|      |                     |     | (Principal Executive Officer                       
|      |                     |     | and Principal Accounting Officer)                  

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