---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31,
2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934

For the transition period from ________to ________

COMMISSION FILE NUMBER000-50930

CLYVIA INC.(Exact name of
registrant as specified in its charter)

|NEVADA                                                               | 98-0415276                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1480 Gulf Road, #204                                                 |                                     
|Point Roberts, WA                                                    | 98281                               
|(Address of principal executive offices)                             | (Zip code)                          

(360) 306-1133(Registrant's telephone number,
including area code)

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer                           | [ ] | Accelerated filer         | [ ]      
|------------------------------------------------- | --- | ------------------------- | ---------
|Non-accelerated filer                             | [ ] | Smaller reporting company | **[ X ]**
|(Do not check if a smaller
    reporting company) |     |                          

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

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
December 16, 2008, the Registrant had 110,351,779 shares of common stock issued
and outstanding.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the nine months ended October 31, 2008
are not necessarily indicative of the results that can be expected for the year
ending January 31, 2009.

2

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CLYVIA INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

October 31, 2008 
  (Unaudited)

---

|CLYVIA INC.                  
|-----------------------------
|(A Development Stage Company)
|CONSOLIDATED BALANCE SHEETS  
|(Expressed in U.S. Dollars)  

|                                                                               |   | October 31, |   |   | January 31, |  
|------------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                                               |   | 2008        |   |   | 2008        |  
|                                                                               |   | (unaudited) |   |   |             |  
|                                                                               |   |             |   |   |             |  
|ASSETS                                                                         |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Current Assets                                                                 |   |             |   |   |             |  
|Cash                                                                           | $ | 143,348     |   | $ | -           |  
|Other receivables                                                              |   | 58,570      |   |   | 50,953      |  
|Other receivables related
      parties (Note 7)                              |   | 6,056       |   |   | 7,738       |  
|Prepaid expenses                                                               |   | 4,807       |   |   | 10,360      |  
|Deferred tax asset, less valuation allowance
      $250,858 (2008 -$1,556,957) |   | -           |   |   | -           |  
|                                                                               |   |             |   |   |             |  
|Total Current Assets                                                           |   | 212,781     |   |   | 69,051      |  
|                                                                               |   |             |   |   |             |  
|Property, plant and equipment (Note
      4)                                   |   | 2,911,258   |   |   | 3,452,418   |  
|                                                                               |   |             |   |   |             |  
|Total Assets                                                                   | $ | 3,124,039   |   | $ | 3,521,469   |  
|                                                                               |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                           |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Current Liabilities                                                            |   |             |   |   |             |  
|Bank indebtedness (Note 5)                                                     | $ | -           |   | $ | 48,077      |  
|Accounts payable and accrued
      liabilities                                 |   | 97,399      |   |   | 534,271     |  
|Accounts payable and accrued liabilities
      related parties (Note 7)       |   | 222,266     |   |   | 230,158     |  
|Deposit unearned
      income                                                 |   | -           |   |   | 66,519      |  
|Loans payable (Note 6)                                                         |   | 298,178     |   |   | 1,037,122   |  
|Loans payable related parties
      (Note 7)                                  |   | 1,230,064   |   |   | 41,635      |  
|                                                                               |   |             |   |   |             |  
|Total Current Liabilities                                                      |   | 1,847,907   |   |   | 1,957,782   |  
|                                                                               |   |             |   |   |             |  
|Commitments (Note 11)                                                          |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Stockholders Equity                                                           |   |             |   |   |             |  
|Common stock (Note 8)                                                          |   |             |   |   |             |  
|Authorized                                                                     |   |             |   |   |             |  
|525,000,000
      common shares, par value $0.001                              |   |             |   |   |             |  
|Issued and
      outstanding                                                   |   |             |   |   |             |  
|October
      31, 2008 -110,351,779 common shares                              |   |             |   |   |             |  
|January 31, 2008 -102,351,779 common shares                                    |   | 110,352     |   |   | 102,352     |  
|Additional paid-in capital                                                     |   | 15,138,990  |   |   | 14,231,239  |  
|Accumulated other comprehensive
      income:                                  |   |             |   |   |             |  
|Foreign currency translation
      adjustment                                  |   | 570,029     |   |   | 767,515     |  
|Deficit accumulated during the development
      stage                         |   | (14,543,239 | ) |   | (13,537,419 | )
|                                                                               |   |             |   |   |             |  
|Total Stockholders Equity                                                     |   | 1,276,132   |   |   | 1,563,687   |  
|                                                                               |   |             |   |   |             |  
|Total Liabilities and Stockholders Equity                                     | $ | 3,124,039   |   | $ | 3,521,469   |  

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

F-2

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

|                                              |   | Cumulative           |       |   |             |       |   |             |       |   |             |       |   |             |  
|--------------------------------------------- | - | -------------------- | ----- | - | ----------- | ----- | - | ----------- | ----- | - | ----------- | ----- | - | ----------- | -
|                                              |   | Amounts              |       |   | Nine        |       |   | Nine        |       |   | Three       |       |   | Three       |  
|                                              |   | From Inception       |       |   | Months      |       |   | Months      |       |   | Months      |       |   | Months      |  
|                                              |   | (December 21,        |       |   | Ended       |       |   | Ended       |       |   | Ended       |       |   | Ended       |  
|                                              |   | 2004) to October 31, |       |   | October 31, |       |   | October 31, |       |   | October 31, |       |   | October 31, |  
|                                              |   | 2008                 |       |   | 2008        |       |   | 2007        |       |   | 2008        |       |   | 2007        |  
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|EXPENSES                                      |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|Amortization                                  | $ | 501,328              |       | $ | 233,121     |       | $ | 151,917     |       | $ | 75,433      |       | $ | 70,819      |  
|Management fees                               |   | 781,998              |       |   | 147,633     |       |   | 207,846     |       |   | 29,600      |       |   | 70,725      |  
|Professional fees                             |   | 1,288,436            |       |   | 238,571     |       |   | 281,873     |       |   | 56,900      |       |   | 49,852      |  
|Other operating expenses                      |   | 1,714,636            |       |   | 385,126     |       |   | 436,663     |       |   | 160,159     |       |   | 140,824     |  
|Stock-based compensation                      |   | 9,963,954            |       |   | -           |       |   | 577,156     |       |   | -           |       |   | -           |  
|Foreign
      currency loss (recovery)        |   | 227,501              |       |   | (38,066     | )     |   | 5,781       |       |   | (36,160     | )     |   | 4,831       |  
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|LOSS BEFORE OTHER ITEMS                       |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|AND INCOME TAXES                              |   | (14,477,853          | )     |   | (966,385    | )     |   | (1,661,236  | )     |   | (285,932    | )     |   | (337,051    | )
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|OTHER ITEMS                                   |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|Interest expense                              |   | (233,260             | )     |   | (141,516    | )     |   | (33,229     | )     |   | (35,496     | )     |   | (18,278     | )
|Interest income                               |   | 24,476               |       |   | 735         |       |   | 1,594       |       |   | 231         |       |   | 285         |  
|Income from processing waste                  |   | 119,611              |       |   | 101,346     |       |   | 17,907      |       |   | 53,195      |       |   | 4,771       |  
|Miscellaneous income                          |   | 23,787               |       |   | -           |       |   | 13,267      |       |   | -           |       |   | -           |  
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|LOSS BEFORE INCOME TAXES                      |   | (14,543,239          | )     |   | (1,005,820  | )     |   | (1,661,697  | )     |   | (268,002    | )     |   | (350,273    | )
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|Provision for income taxes                    |   | -                    |       |   | -           |       |   | -           |       |   | -           |       |   | -           |  
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|NET LOSS                                      |   | (14,543,239          | )     |   | (1,005,820  | )     |   | (1,661,697  | )     |   | (268,002    | )     |   | (350,273    | )
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|OTHER COMPREHENSIVE INCOME (LOSS)             |   |                      |       |   |             |       |   |             |       |   |             |       |  
|Foreign
      currency translation adjustment |   | 570,029              |       |   | (197,486    | )     |   | 274,922     |       |   | (303,912    | )     |   | 128,803     |  
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|COMPREHENSIVE LOSS                            | $ | (13,973,210          | )     | $ | (1,203,306. | )     | $ | (1,386,775  | )     | $ | (571,914    | )     | $ | (221,470    | )
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|BASIC AND DILUTED NET LOSS PER SHARE          |   | $                    | (0.01 | ) | $           | (0.01 | ) | $           | (0.00 | ) | $           | (0.01 | )
|                                              |   |                      |       |   |             |       |   |             |       |   |             |       |   |             |  
|WEIGHTED AVERAGE NUMBER OF COMMON             |   |                      |       |   |             |       |   |             |       |   |             |       |  
|SHARES OUTSTANDING                            |   |                      |       |   | 103,198,494 |       |   | 102,351,799 |       |   | 104,873,518 |       |   | 102,351,779 |  

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

F-3

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

|                                                                              |   | Cumulative           |   |   |             |   |   |             |  
|----------------------------------------------------------------------------- | - | -------------------- | - | - | ----------- | - | - | ----------- | -
|                                                                              |   | Amounts              |   |   | Nine        |   |   | Nine        |  
|                                                                              |   | From Inception       |   |   | Months      |   |   | Months      |  
|                                                                              |   | (December 21,        |   |   | Ended       |   |   | Ended       |  
|                                                                              |   | 2004) to October 31, |   |   | October 31, |   |   | October 31, |  
|                                                                              |   | 2008                 |   |   | 2008        |   |   | 2007        |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                          |   |                      |   |   |             |   |   |             |  
|Net loss for the period                                                       | $ | (14,543,239          | ) | $ | (1,005,820  | ) | $ | (1,661,697  | )
|Adjustments to reconcile net loss to cash used in operating
      activities: |   |                      |   |   |             |   |   |             |  
|Stock-based compensation                                                      |   | 9,963,954            |   |   | -           |   |   | 577,156     |  
|Amortization                                                                  |   | 501,328              |   |   | 233,121     |   |   | 150,654     |  
|Change in operating assets and liabilities                                    |   |                      |   |   |             |   |   |             |  
|Increase in other receivables                                                 |   | (63,570              | ) |   | (15,628     | ) |   | (20,118     | )
|Decrease (increase) in
      other receivables related parties               |   | (6,343               | ) |   | 895         |   |   | (8,218      | )
|Decrease in prepaid expenses                                                  |   | 938                  |   |   | 4,996       |   |   | 32,167      |  
|Increase (decrease) in
      accounts payable and accrued liabilities         |   | 290,933              |   |   | (433,787    | ) |   | 308,205     |  
|Increase in accounts payable and accrued
      liabilities related parties   |   | 215,694              |   |   | (3,109      | ) |   | 187,287     |  
|Decrease in deposits unearned
      revenue                                  |   | -                    |   |   | (62,219     | ) |   | -           |  
|Increase
      (decrease) in accrued interest payable                         |   | 56,744               |   |   | (28,516     | ) |   | 30,644      |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Net
      cash used in operating activities                                   |   | (3,583,561           | ) |   | (1,310,067  | ) |   | (403,920    | )
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                          |   |                      |   |   |             |   |   |             |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Acquisition
      of capital assets                                           |   | (3,557,407           | ) |   | (74,723     | ) |   | (268,961    | )
|                                                                              |   |                      |   |   |             |   |   |             |  
|Net
      cash provided by (used in) investing activities                     |   | (3,557,407           | ) |   | (74,723     | ) |   | (268,961    | )
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                          |   |                      |   |   |             |   |   |             |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Bank indebtedness                                                             |   | -                    |   |   | (36,311     | ) |   | 35,644      |  
|Cash acquired from Clyvia
      Inc.                                          |   | 7,654                |   |   | -           |   |   | -           |  
|Issuance of common stock for cash                                             |   | 5,299,018            |   |   | 915,751     |   |   | -           |  
|Proceeds from loans payable                                                   |   | 1,310,417            |   |   | 660,475     |   |   | 356,096     |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Net cash provided by financing activities                                     |   | 6,617,089            |   |   | 1,539,915   |   |   | 391,740     |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                     |   |                      |   |   |             |   |   |             |  
|CASH DURING THE
      PERIOD                                                  |   | 667,227              |   |   | (11,777     | ) |   | 9,281       |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|NET INCREASE (DECREASE) IN CASH                                               |   | 143,348              |   |   | 143,348     |   |   | (271,860    | )
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH, BEGINNING
      OF PERIOD                                               |   | -                    |   |   | -           |   |   | 271,860     |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|CASH, END OF PERIOD                                                           | $ | 143,348              |   | $ | 143,348     |   | $ | -           |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|                                                                              |   |                      |   |   |             |   |   |             |  
|Supplemental Disclosure with Respect to
      Cash Flows (Note 12)            |   |                      |   |   |             |   |   |             |  

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

F-4

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|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|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 Inventa Holding
        GmbH (formerly known as Clyvia Capital Holding GmbH) (Inventa)
        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 Inventa 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 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. All significant
        inter-company balances have been eliminated on consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Effective September 1, 2005, the Company changed its
        name from Rapa Mining Inc. to Clyvia Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These unaudited consolidated financial statements have
        been prepared in conformity with generally accepted accounting principles
        in the United States of America for interim financial information. The
        accompanying unaudited consolidated financial statements do not include
        all information and footnote disclosures required for an annual set of
        financial statements prepared under United States of America generally
        accepted accounting principles. In the opinion of management, all adjustments
        (consisting solely of normal recurring accruals) considered necessary
        for a fair presentation of financial position, results of operations and
        cash flows as at October 31, 2008 and for all periods presented, have
        been included. Interim results for the period ended October 31, 2008 are
        not necessarily indicative of the results that may be expected for the
        fiscal year as a whole.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These unaudited consolidated financial statements have
        been prepared with the on-going assumption that the Company will be able
        to realize its assets and discharge its liabilities in the normal course
        of business. However, certain conditions noted below raise substantial
        doubt about the Companys ability to continue as a going concern.
        These financial statements do not include any adjustments to the amounts
        and classifications of assets and liabilities that might be necessary
        should the Company be unable to continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                   

F-5

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|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

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

F-6

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                           
|   | (d) Prepaid expenses                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                           
|   | Prepaid expenses consist primarily of various prepaid
        operating expenses.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                           
|   | (e) Other receivables                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                           
|   | Other receivables consist primarily of processing waste
        receivables and Value Added Tax in Germany.                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                           
|   | (f) Property, plant and equipment                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                           
|   | Property, plant and equipment are 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      | 10-13 years
|Laboratory equipment | 3-14 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.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (i) Fair value of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company's financial instruments consist of bank
        indebtedness, other receivables, other receivables  related parties,
        accounts payable and accrued liabilities, accounts payable and accrued
        liabilities related parties, loans payable and loans payable related
        parties. 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) Income from processing waste                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company recognizes revenue when persuasive evidence
        of an arrangement exists, delivery has occurred, the sales price is fixed
        or determinable and collectibility is reasonably assured. Revenue from
        processing waste is recognized when title passes to the customer and all
        revenue recognition criteria specified above is met.                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (k) Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Effective January 1, 2006, the Company accounts for
        stock-based compensation issued to employees in accordance with the provisions
        of Statement of Financial Accounting Standards (SFAS) 123R,
        Share- Based Payment.which superseded Accounting Principles
        Board (APB) Opinion 25, Accounting for Stock Issued
        to Employees.                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company accounts for stock-based compensation issued
        to non-employees in accordance with the provisions of SFAS 123, Accounting
        for Stock-Based Compensation,and the consensus in Emerging
        Issues Task Force (EITF) No. 96-18, Accounting for Equity
        Instruments that are Issued to Other Than Employees for Acquiring or in
        Conjunction with Selling, Goods or Services.                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (l) Net loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Basic net loss per share is computed by dividing the
        net loss for the period by the weighted average number of shares of common
        stock outstanding during the period. Diluted earnings per share takes
        into consideration shares of common stock outstanding (computed under
        basic earnings per share) and potentially dilutive shares of common stock.
        As of October 31, 2008 and 2007, the 8,370,000 and 9,870,000 options outstanding
        respectively, have been excluded from diluted loss per share as they were
        anti-dilutive.                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (m) Comprehensive income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company has adopted SFAS 130, Reporting
        of Comprehensive Income,which establishes guidelines for the
        reporting and display of comprehensive income (loss) and its components
        in financial statements. Comprehensive income (loss) includes foreign
        currency translation adjustments.                                                                                                                                                                                                                                                                                                       

F-8

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (n) Development stage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company is a development stage company as defined
        in SFAS 7, Accounting and Reporting by Development Stage Enterprises,as it is devoting substantially all of its efforts to establish a
        new business and planned principal operations have not yet commenced.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (o) Concentration of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Cash is the only financial instrument that potentially
        subjects the Company to concentration of credit risk. The Company maintains
        cash in bank accounts that, at times, may exceed federally insured limits.
        The Company has not experienced any losses in such accounts and believes
        it is not exposed to any significant risks on its cash in bank accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (p) Recent accounting pronouncement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | FASB Staff Position 157-2 (FSP SFAS 157-2)
        delayed the effective date of SFAS 157 until fiscal years beginning after
        November 15, 2008, and interim periods within those fiscal years, for
        all nonfinancial assets and nonfinancial liabilities, except for items
        that are recognized or disclosed at fair value in the financial statements
        on a recurring basis (at least annually). The Company adopted SFAS 157
        on January 1, 2008, and utilized the one year deferral for nonfinancial
        assets and nonfinancial liabilities that was granted by FSP FAS 157-2.
        The adoption of SFAS 157 did not have a material impact on the Companys
        consolidated financial statements.                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In February, 2007, the FASB issued SFAS No. 159, The
        Fair Value Option for Financial Assets and Financial Liabilities.
        SFAS No. 159 permits entities to choose to measure many financial assets
        and financial liabilities at fair value. Unrealized gains and losses on
        items for which the fair value option has been elected are reported in
        earnings. SFAS No. 159 is effective for fiscal years beginning after November
        15, 2007. The adoption of FAS 159 did not have a material impact on the
        Companys consolidated financial statements.                                                                                                                                                                                                                          

F-9

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (p) Recent accounting pronouncement (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In December 2007, the FASB issued SFAS No. 141(R), Business
        Combinations (revised2007)("SFAS No. 141(R)"). SFAS No. 141(R)
        is a revision to previously existing guidance on accounting for business
        combinations. The statement retains the fundamental concept of the purchase
        method of accounting, and introduces new requirements for the recognition
        and measurement of assets acquired, liabilities assumed and noncontrolling
        interests. SFAS No. 141(R) also requires acquisition-related transaction
        and restructuring costs to be expensed rather than treated as part of
        the cost of the acquisition. SFAS No. 141(R) applies prospectively to
        business combinations for which the acquisition date is on or after the
        beginning of the first annual reporting period beginning on or after December
        15, 2008. The Company is currently evaluating the impact this statement
        will have on its financial position and results of operations and does
        not expect this statement to have a material impact on its financial position
        and results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In December 2007, the FASB issued SFAS No. 160, Noncontrolling
        Interests in Consolidated Financial Statements("SFAS No. 160"). The
        Statement requires that noncontrolling interests be reported as stockholders
        equity, a change that will affect the Company's financial statement presentation
        of minority interests in its consolidated subsidiaries. The Statement
        also establishes a single method of accounting for changes in a parent's
        ownership interest in a subsidiary as long as that ownership change does
        not result in deconsolidation. The statement is effective for fiscal years
        beginning after December 15, 2008. The Company is currently evaluating
        the impact of SFAS No. 160 and does not expect this statement to have
        a material impact on its financial position and results of operations.                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In March 2008, the FASB issued SFAS No. 161, Disclosures
        about Derivative Instruments and Hedging Activities. SFAS 161
        changes the disclosure requirements for derivative instruments and hedging
        activities by requiring enhanced disclosures about how and why an entity
        uses derivative instruments, how derivative instruments and related hedged
        items are accounted for under SFAS 133, and how derivative instruments
        and related hedged items affect an entitys operating results, financial
        position, and cash flows. SFAS 161 is effective for fiscal years beginning
        after November 15, 2008. Earlier adoption is permitted. The Company is
        currently reviewing the provisions of FAS 161 and has not yet adopted
        the statement. However, as the provisions of SFAS 161 are only related
        to disclosure of derivative and hedging activities, the Company does not
        believe the adoption of SFAS 161 will have a material impact on its consolidated
        operating results, financial position, or cash flows.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (q) Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Certain amounts reported in the prior periods have been
        reclassified to conform to the current periods presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-10

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

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

| |                          |   | October 31, |   |   | January 31, |  
| | ------------------------ | - | ----------- | - | - | ----------- | -
| |                          |   | 2008        |   |   | 2008        |  
| |                          |   |             |   |   |             |  
| | Office equipment         | $ | 91,750      |   | $ | 100,349     |  
| | Plant equipment          |   | 2,184,590   |   |   | 2,357,118   |  
| | Laboratory equipment     |   | 26,371      |   |   | 29,316      |  
| | Building                 |   | 943,279     |   |   | 1,048,638   |  
| | Land                     |   | 166,596     |   |   | 185,204     |  
| |                          |   | 3,412,586   |   |   | 3,720,625   |  
| | Accumulated depreciation |   | (501,328    | ) |   | (268,207    | )
| |                          |   |             |   |   |             |  
| | Net book value           | $ | 2,911,258   |   | $ | 3,452,418   |  

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. | BANK INDEBTEDNESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | At October 31, 2008 and January 31, 2008, the Company
        had a consolidated bank indebtedness of $0 and $48,077, respectively.
        Clyvia Technology has an account overdraft limit of Euro 50,000 (US $65,266)
        which bears interest at 11.5% per annum and is secured by a company related
        to a managing director of Clyvia Technology. The overdraft bears interest
        at 16.5% per annum on any amounts exceeding the overdraft limit.                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the year ended January 31, 2008, several loans
        were granted from a third party company totaling Euro 90,000 (US $117,478).
        The loans bear interest at 8% per annum and were due December 31, 2008.
        During the nine months ended October 31, 2008, the loans and interest
        were repaid in full. Interest expense included in the statement of operations
        for the nine and three months ended October 31, 2008 totaled Euro 5,175
        (US $7,824) and Euro 1,453 (US $2,064), respectively. Interest expense
        included in the statement of operations for the nine and three months
        ended July 31, 2007 totaled Euro 606 (US $843) and Euro 606 (US $843),
        respectively.

F-11

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|6. | LOANS PAYABLE (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the nine months ended October 31, 2008, two loans
        were granted from a third party individual for Euro 12,000 (US $15,664)
        and Euro 12,895 (US $16,832), respectively. The loans bears interest at
        8.5% per annum and were due by either party providing one months
        notice at the end of a given month beginning June 30, 2008. The loans
        were extended to December 31, 2008. During the nine months ended October
        31, 2008, the second loan and interest was repaid in full. Interest expense
        included in the statement of operations for the nine and three months
        ended October 31, 2008 totaled Euro 1,357 (US $2,042) and Euro 475 (US
        $674), respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the year ended January 31, 2008, a loan was granted
        from a third party individual for Euro 35,000 (US $45,686). The loan bears
        interest at 8.5% per annum and was due September 30, 2007. On September
        26, 2007, the loan was extended until December 31, 2007. During the nine
        months ended October 31, 2008, the loan was extended to December 31, 2008.
        Interest expense included in the statement of operations for the nine
        and three months ended October 31, 2008 totaled Euro 2,380 (US $3,581)
        and Euro 816 (US $1,159), respectively. Interest expense included in the
        statement of operations for the nine and three months ended October 31,
        2007 totaled Euro 758 (US $1,054) and Euro 758 (US $1,054), respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the year ended January 31, 2008, a loan was granted
        from a third party company for Euro 150,000 (US $195,797). In addition,
        the same third party company agreed to reclassify Euro 210,000 (US $274,116)
        of accounts payable to loans payable. The loans bore interest at 8.5%
        per annum and were due August 31, 2007. Subsequent to August 31, 2007,
        the loans were extended to December 31, 2007. Subsequent to December 31,
        2007, Clyvia Technology and the lender entered into negotiations to extend
        the terms of the loans. Effective September 1, 2007, the loans bore interest
        at 10% per annum and effective January 1, 2008, the loans bore at 17.75%
        per annum. On June 6 and June 20, 2008, the loans and interest totaling
        Euro 438,600 (US $572,509) were repaid by a related party company. The
        related party company also repaid accounts payable of Euro 11,400 (US
        $14,881) to the same lender. The related party company then granted several
        new loans totaling Euro 450,000 (US $587,390). Interest expense included
        in the statement of operations for the nine and three months ended October
        31, 2008 totaled Euro 38,879 (US $60,110) and Euro 0 (US $0), respectively.
        Interest expense included in the statement of operations for the nine
        and three months ended October 31, 2007 totaled Euro 4,765 (US $6,455)
        and Euro 4,765 (US $6,455), respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the nine months ended October 31, 2008, two loans
        were granted and repaid from a third party company for $2,500 and $2,000.
        The loans bore interest at 10% per annum, compounded annually, and were
        due on demand. Interest expense included in the statement of operations
        for the nine and three months ended October 31, 2008 totaled $286 and
        $85, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During the year ended January 31, 2008, several loans
        were granted from a third party company totaling $41,000. The loans are
        unsecured and are due on demand. On December 31, 2007, the Company agreed
        to begin paying interest on the first loan of $10,000 at 10% per annum,
        compounded annually. The additional loans also bear interest at 10% per
        annum, compounded annually. During the nine months ended October 31, 2008,
        $11,205 of the loans was repaid. Interest expense included in the statement
        of operations for the nine and three months ended October 31, 2008 totaled
        $2,999 and $960, respectively. Interest expense included in the statement
        of operations for the nine and three months ended October 31, 2007 totaled
        Euro 0 (US $0) and Euro 0 (US $0), respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-12

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|6. | LOANS PAYABLE (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 was due July 18, 2008. On July 18,
        2008, the loan was verbally extended and now bears interest at 10% per
        annum and is due on demand. Interest expense included in the statement
        of operations for the nine and three months ended October 30, 2008 totaled
        $13,842 and $5,497, respectively. Interest expense included in the statement
        of operations for the nine and three months ended October 31, 2007 totaled
        $11,719 and $4,138, respectively.                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Other receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2008 and January 31, 2008, included in
        other receivables related parties is Euro 4,640 (US $6,056) and
        3,597 (US $5,318), respectively, owed from a company with a common director
        and officer of Clyvia Technology for vehicle maintenance. At January 31,
        2008, included in accounts payable and accrued liabilities related
        parties is Euro 2,885 (US $3,740) owed to the same company for the use
        of a vehicle. Net vehicle costs paid for the nine and three months ended
        October 31, 2008 totaled Euro 0 (US $0) and Euro 0 (US $0). Net vehicle
        costs paid for the nine and three months ended October 31, 2007 totaled
        Euro 8,237 (US $11,181) and Euro 2,627 (US $3,653), respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At January 31, 2008, included in other receivables related
        parties is Euro 1,042 (US $1,541), owed from a company with a common director
        and officer of Clyvia Technology for various operating expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At January 31, 2008, included in other receivables related
        parties is Euro 595 (US $879) owed from a managing director of Clyvia
        Technology for the personal portion of travel expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Accounts payable and accrued liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2008 and January 31, 2008, included in
        accounts payable and accrued liabilities related parties is Euro
        32,346 (US $42,222) and Euro 69,221 (US $102,323), respectively, owed
        to a company related to a managing director of Clyvia Technology for the
        purchase of plant equipment. At October 31, 2008 and January 31, 2008,
        included in accounts payable and accrued liabilities related parties
        is Euro 582 (US $759) and Euro 1,123 (US $1,658) owed to the same company
        for rent.                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2008 included in accounts payable and
        accrued liabilities related parties is $5,226 owed to an officer
        and director of the Company for management consulting fees and reimbursement
        of expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2008 and January 31, 2008, included in
        accounts payable and accrued liabilities related parties is Euro
        133,286 (US $173,980) and Euro 84,618 (US $125,082), respectively, owed
        to a former director and officer of the Company for management fees and
        reimbursement of expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At October 31, 2008 and January 31, 2008, included in
        accounts payable and accrued liabilities related parties is CAD
        $95 (US $79) and CAD $95 (US $95), respectively, owed to a former officer
        and director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-13

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|7. | RELATED PARTY TRANSACTIONS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Loans payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the nine months ended October 31, 2008, several
        loans were granted from a company that is the majority shareholder of
        Inventa totaling Euro 450,000 (US $587,391). The loans bear interest at
        5% per annum and are due by either party providing one months notice
        at the end of a given month beginning December 31, 2008. Interest expense
        included in the statement of operations for the nine and three months
        ended October 31, 2008 totaled Euro 9,046 (US $13,327) and Euro 5,713
        (US $8,116), respectively.                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the nine months ended October 31, 2008, several
        loans were granted from a company that is the majority shareholder of
        Inventa totaling Euro 234,000 (US $305,443). The loans bear interest at
        10% per annum. One loan of Euro 35,000 (US $54,534) is due by either party
        providing one months notice at the end of a given month beginning
        December 31, 2008. The remaining loans are due by either party providing
        one months notice at the end of a given month beginning three months
        after the date of grant. The loans are secured by a total of 1,721,000
        shares of the Companys common stock which are owned by Inventa.
        Interest expense included in the statement of operations for the nine
        and three months ended October 31, 2008 totaled Euro 8,908 (US $13,252)
        and Euro 5,349 (US $7,693), respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the nine months ended October 31, 2008, two loans
        were granted from Inventa for Euro 200,000 (US $261,063) and Euro 15,000
        (US $19,580), respectively. During the nine months ended October 31, 2008,
        the second loan and interest was repaid in full. The loans bear interest
        at 8% per annum and are due by either party providing one months
        notice at the end of a given month. During the nine months ended October
        31, 2008, a third loan was granted from Inventa for Euro 1,036 (US $1,352).
        The loan is non-interest bearing and due on demand. Interest expense included
        in the statement of operations for the nine and three months ended October
        31, 2008 totaled Euro 10,126 (US $15,161) and Euro 4,400 (US $6,251),
        respectively.                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the year ended January 31, 2008, a loan was granted
        from a company related to a managing director of Clyvia Technology for
        Euro 28,000 (US $36,549). The loan bears interest at 8% per annum and
        is due by providing one month written notice at any quarter-end. Interest
        expense included in the statement of operations for the nine and three
        months ended October 31, 2008 totaled Euro 1,891 (US $2,596) and Euro
        591 (US $839), respectively. Interest expense included in the statement
        of operations for the nine and three months ended October 31, 2007 totaled
        Euro 0 (US $0) and Euro 0 (US $0), respectively.                                                                                                                                                                                                                       

F-14

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|7. | RELATED PARTY TRANSACTIONS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Management fees paid to a former officer and director
        of the Company for the nine and three months ended October 31, 2008 totaled
        Euro 46,694 (US $72,171) and Euro 1,694 (US $2,618), respectively. Management
        fees paid to a former officer and director of the Company for the nine
        and three months ended October 31, 2007 totaled Euro 67,500 (US $91,950)
        and Euro 22,500 (US $31,217), respectively. Consulting fees paid to an
        officer and director of the Company for the nine and three months ended
        October 31, 2008 totaled $17,000 and $11,000, respectively. Consulting
        fees paid to an officer and director of the Company for the nine and three
        months ended October 31, 2007 totaled $9,000 and $3,000, respectively.
        Wages paid to officers and directors of Clyvia Technology for the nine
        and three months ended October 31, 2008 totaled Euro 38,750 (US $58,461)
        and 11,250 (US $15,981), respectively. Wages paid to officers and directors
        of Clyvia Technology for the nine and three months ended October 31, 2007
        totaled Euro 78,750 (US $106,896) and 26,250 (US $36,508), respectively.
        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 six and three months ended July 31, 2008
        totaled Euro 5,314 (US $7,998) and Euro 1,771 (US $2,516). Lease fees
        paid to a company related to a managing director of Clyvia Technology
        for the nine and three months ended October 31, 2007 totaled Euro 5,474
        (US $7,429) and Euro 1,771 (US $2,463).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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 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 (expired).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-15

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|8. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 (expired).                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 (expired).                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 (expired).                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 (expired).                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 (expired).                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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 (expired). 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On October 2, 2008, the Company issued 8,000,000 shares
        at a price of Euro 0.08125 (US $0.11) per share in a private placement
        transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-16

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|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, January 31, 2008 |  | 9,870,000  |   | $ | 0.98             | 
| | Granted                               |  | -          |   |   | -                | 
| | Exercised                             |  | -          |   |   | -                | 
| | Expired                               |  | (1,500,000 | ) |   | 0.71             | 
| | Options outstanding, October 31, 2008 |  | 8,370,000  |   | $ | 1.03             | 

On July 11, 2005, the Company granted
  stock options to directors, officers and consultants under the 2005 Stock Option
  Plan, to acquire a total of 6,050,000 shares of common stock exercisable at
  a price of $1.09 per share up to July 11, 2010.

On August 16, 2006, the Company granted
  stock options to a consultant under the 2005 Stock Option Plan, to acquire a
  total of 100,000 shares of common stock exercisable at a price of $1.00 per
  share up to August 16, 2011.

On August 16, 2006, the Company granted
  stock options to officers and directors under the 2006 Stock Option Plan, to
  acquire a total of 2,500,000 shares of common stock exercisable at a price of
  $1.00 per share up to August 16, 2011.

On July 12, 2007, the Company granted
  stock options to officers and directors and consultants under the 2006 Stock
  Option Plan, to acquire a total of 1,220,000 shares of common stock exercisable
  at a price of $0.40 per share up to July 12, 2012.

F-17

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|9. | STOCK OPTIONS AND WARRANTS (continued) Stock Options
        (continued)         
|-- | ---------------------------------------------------------------------------------
|   |                                                                                  
|   | A summary of stock options outstanding at October 31,
        2008 is as follows:

| |                              |  | Outstanding Options |  |  | Exercisable Options | 
| | ---------------------------- |  | ------------------- |  |  | ------------------- | 
| |                              |  |                     |  |  | Weighted            | 
| |                              |  |                     |  |  | Average             | 
| |                              |  |                     |  |  | Remaining           | 
| | Exercise                     |  |                     |  |  | Contractual         | 
| | Price                        |  | Number              |  |  | Life                | 
| |                              |  |                     |  |  |                     | 
| | 2005 Stock Option Plan       |  |                     |  |  |                     | 
| | $1.09                        |  | 5,800,000           |  |  | 1.69                | 
| | $1.00                        |  | 100,000             |  |  | 2.79                | 
| | 2006 Stock Option
      Plan |  |                     |  |  |                     | 
| | $1.00                        |  | 2,000,000           |  |  | 2.79                | 
| | $0.40                        |  | 470,000             |  |  | 3.69                | 

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

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

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

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

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

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

The intrinsic value for all options outstanding
  was $Nil as of October 31, 2008 and January 31, 2008.

F-18

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|9. | STOCK OPTIONS AND WARRANTS (continued) Warrants
|-- | -----------------------------------------------

| |                                        |  |          |   |   | Weighted Average | 
| | -------------------------------------- |  | -------- | - | - | ---------------- | 
| |                                        |  | Number   |   |   | Exercise Price   | 
| |                                        |  |          |   |   |                  | 
| | Warrants outstanding, January 31, 2008 |  | 877,620  |   | $ | 1.14             | 
| | Granted                                |  | -        |   |   | -                | 
| | Exercised                              |  | -        |   |   | -                | 
| | Expired                                |  | (877,620 | ) |   | 1.14             | 
| | Warrants outstanding, October 31, 2008 |  | -        |   | $ | -                | 

|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Companys operations following the acquisition
        of Clyvia Technology were conducted in one reportable segment, being the
        development and commercialization of the process known as catalytic depolymerization,
        in Germany. All of the Companys property, plant and equipment are
        located in Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | On September 3, 2008, the Company entered into a management
        consulting contract with a director and officer of the Company effective
        August 1, 2008, to pay monthly management fees of $5,000. The agreement
        expires on February 28, 2009 unless earlier terminated by either party
        providing at least 60 days notice. If the agreement is not terminated
        by February 28, 2009, the agreement will continue on a month-to-month
        basis unless terminated by either party with 60 days notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | On July 1, 2005, the Company entered into a management
        services contract with a director and officer of the Company effective
        July 1, 2005, to pay monthly management fees of 5,000 Euro (US $7,103).
        The agreement also specified 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 was for a one-year term and was to automatically
        extend for additional one year terms on the anniversary date unless notice
        was 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 $10,654) effective January 1, 2006. On August 7, 2008, the director
        and officer resigned and terminated the management consulting agreement
        effective August 1, 2008.

F-19

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|October 31, 2008                              
|(Unaudited)                                   
|                                              

|11. | COMMITMENTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 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 $3,267) and
        a management bonus of 1.5% of the selling price for each system sold for
        an indefinite term. The contract may be terminated at the end of each
        calendar year by giving written notice of one year. On November 23, 2005,
        Clyvia Technology increased the monthly management fee to 5,000 Euro (US
        $7,103) 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). Effective February 24,
        2008, the director and officer of Clyvia Technology resigned and began
        providing consulting services. The terms of the employment contract remain
        unchanged.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | 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 $838) 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 $5,327) and a management bonus of 1.5% of the selling price for each
        system sold for an indefinite term. The contract period is indefinite,
        may be terminated with one year notice and terminates at the age of 65.
        On August 16, 2006, the management bonus of 1.5% of the selling price
        for each system sold was cancelled in exchange for 1,000,000 stock options
        (Note 9).                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |                |   | Cumulative    |  |   |             |  |   |             | 
| | -------------- | - | ------------- |  | - | ----------- |  | - | ----------- | 
| |                |   | Amounts from  |  |   |             |  |   |             | 
| |                |   | Inception     |  |   | Nine        |  |   | Nine        | 
| |                |   | (December 21, |  |   | Months      |  |   | Months      | 
| |                |   | 2004) to      |  |   | Ended       |  |   | Ended       | 
| |                |   | October 31,   |  |   | October 31, |  |   | October 31, | 
| |                |   | 2008          |  |   | 2008        |  |   | 2007        | 
| |                |   |               |  |   |             |  |   |             | 
| | Cash paid for: |   |               |  |   |             |  |   |             | 
| | Interest       | $ | 53,764        |  | $ | 49,680      |  | $ | 2,290       | 
| | Income taxes   | $ | -             |  | $ | -           |  | $ | -           | 
| |                |   |               |  |   |             |  |   |             | 

Non-cash Transaction

Investing and financing activities that
  do not have an impact on current cash flows are excluded from the statement
  of cash flows.

F-20

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS 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 "Part II  Item 1A. Risk
Factors" 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, particularly our Annual Reports, Quarterly Reports
and Current Reports, that we file from time to time with the United States
Securities and Exchange Commission (the SEC).

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

INTRODUCTION

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the nine
month period ended October 31, 2008 and changes in our financial condition from
our fiscal year ended January 31, 2008. This discussion should be read in
conjunction with the Managements Discussion and Analysis of Financial Condition
and Results of Operation included in our Annual Report on Form 10-K for the year
ended January 31, 2008 filed with the SEC on June 16, 2008.

Through Clyvia GmbH, we are developing and marketing 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

|1. | Effective August 7, 2008, Walter P.W. Notter resigned as
      our Chief Executive Officer, Chief Financial Officer, President, Treasurer
      and as a member of the Board of Directors. Mr. Notter resigned to pursue
      other business interests. There was no disagreement between Mr. Notter and
      the Company regarding any matter relating to the Companys operations,
      policies or practices. In accordance with their terms, stock options to
      purchase 1,500,000 shares of our common stock granted to Mr. Notter while
      acting as one of our officers and directors expired on September 6, 2008,
      thirty days after his resignation.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Mr. John Boschert, our Secretary, was appointed in Mr.
      Notters place. Mr. Boschert has acted as our Secretary since June 28,
      2005. We currently pay Mr. Boschert a management fee of $5,000 per month
      in accordance with the terms of a management consulting agreement that we
      entered into with Mr. Boschert on September 3, 2008.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | In August 2007, Clyvia GmbH had entered into a contract
      with Oeko + Bio Technologies AG (Oeko Bio) for the sale of 5 CL 500
      fractional depolymerization plants. The contract had called for
  Oeko                                                                                                                                                                                                                                                                                                                                                                                                                                                             

3

---

|   | Bio to pay Clyvia GmbH EUR 14,250,000 (approximately
      $22,203,210) for the ordered plants, and was subject to Oeko Bios ability
      to obtain financing for the project. We had previously been informed by
      Oeko Bio that it had received approval to begin the financing process;
      however, we have now received notice that they did not receive final
      regulatory approval. As a result, the contract with Oeko Bio has been
      cancelled.                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | On October 2, 2008, we completed a private placement
      offering to BTec Holding AG (BTec) of 8,000,000 shares of our common
      stock at a price of EUR 0.08125 per share or EUR 650,000 in the aggregate.
      The private placement was completed pursuant to the provisions of
      Regulation S promulgated under the Securities Act of 1933. BTec
      represented that it is not a US person as defined in Regulation S and that
      it was not acquiring the shares for the account or benefit of a US person.
      We did not make an offering to any person in the United States.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In addition to the shares of the Company acquired in the
      above private placement, BTec owns a 40% interest in Inventa Holding GmbH
      (Inventa), our majority stockholder, with the power to direct the voting
      of an aggregate of 52% of Inventas shareholder voting power. BTec also
      has agreements to acquire an additional 23% interest in Inventa from
      Inventas other shareholders.                                                                                                                                                                                  

PLAN OF OPERATION

Product Development and Improvement Objectives

We have completed the construction, principal testing and
commissioning of our fractional depolymerization pilot plant. In addition, we
have completed large scale test runs of the pilot plant and have made minor
technical adjustments to optimize the pilot plants fractional depolymerization
process. We have obtained a report from TÜV Rheinland Group (TÜV), an
independent testing service, confirming that our pilot plant functions as
claimed when waste oil is used as the input substance. We are currently working
to obtain TÜV certification of our pilot plants functionality when using
plastics as the input product. We hope to have TÜVs certification in the first
half of 2009.

During the next twelve months, we also intend to work on
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.

In addition, if we are able to obtain sufficient financing, of
which there is no assurance, Clyvia GmbH will work on 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 feed the resulting oils through its fractional depolymerization system.

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. In 2009, a team of ten students, headed by Professor Manfred
Geilhaupt, will study our Fuel Technology process with the goal of reducing the
waste heat output, thereby reducing the overall energy demands of the
process.

Our ability to complete the above product development and
improvement objectives is dependent on our ability to obtain substantial
financing in the near term. In addition, if we obtain firm orders for the
purchase of fractional depolymerization plants, of which there are no
assurances, we may scale back our product development and improvement activities
to focus our resources on constructing any ordered plants.

4

---

Marketing and Sales Plans

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

|(a) | We will conduct tests/demonstrations for potential
      purchasers of recycling/processing systems based on our Fuel Technology.
      It is expected that potential customers will provide us with samples of
      the input materials that they intend to use in systems purchased from us.
      We will then use these sample materials in our pilot plant to conduct a
      test run to determine the quality and amount of diesel fuel produced. The
      results of these tests will be used to formulate
      modifications/specifications for potential recycling/processing systems to
      be sold to the potential customer. We intend to charge potential customers
      for conducting the test runs.                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(b) | When not using the pilot plant to conduct test runs, we
      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 November 2008 we hired additional staff to
      operate the pilot plant with the objective of operating the plan on a 24/7
      basis. Used oil is supplied from local oil collectors and from a major
      waste collection company. In 2009 we expect to begin processing plastics
      through the pilot plant, with plastics supplied form local farmers and
      waste treatment companies.

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.

Clyvia GmbH has entered into an agreement with Biotherm
Technologie AG (Biotherm) under which Biotherm has agreed to act as Clyvia
GmbHs worldwide sales agent. Biotherm will seek to generate sales for Clyvia
GmbHs products, will assist potential purchasers in arranging financing, and
will provide after sales servicing. In exchange, Clyvia GmbH has agreed to pay
Biotherm a commission of 20% of the base price for any Clyvia GmbH products
sold.

We anticipate spending approximately EUR 2,000,000
(approximately $2,610,625) in pursuing the above plan of operation over the next
twelve months. We currently do not have sufficient working capital to meet our
anticipated needs for the next twelve months. We have not earned any significant
revenues to date and there are no assurances that we will be able to do so in
the future. In addition, we can not provide any assurances that our actual
working capital needs for the next twelve months will not exceed the amounts
that we have estimated. If we require additional financing, it is anticipated
that such additional financing will likely be in the form of equity financing,
as we do not expect there to be substantial debt financing available to us at
this stage of our business.

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

5

---

RESULTS OF OPERATIONS

Three Months and Nine Months Summary

|            |   | Three Months Ended |   |   | Percentage  |   |  | Nine Months Ended |   |   | Percentage  |  
|----------- | - | ------------------ | - | - | ----------- | - |  | ----------------- | - | - | ----------- | -
|            |   | October 31,        |   |   | October 31, |   |  | Increase /        |   |   | October 31, |  
|            |   | 2008               |   |   | 2007        |   |  | (Decrease)        |   |   | 2008        |  
|Revenue     | $ | -                  |   | $ | -           |   |  | n/a               |   | $ | -           |  
|Expenses    |   | (285,932           | ) |   | (337,051    | ) |  | (15.2%            | ) |   | (966,385    | )
|Other Items |   | 17,930             |   |   | (13,222     | ) |  | 235.6%            |   |   | (39,435     | )
|Net Loss    | $ | (268,002           | ) | $ | (350,273    | ) |  | 23.5%             |   | $ | (1,005,820  | )

Revenue and Other Income

We are presently still in the development stage of our
business. To date, we have failed to earn significant revenues from our
operations. Classified under Other Items are nominal amounts that we have earned
from the processing of waste materials at our pilot plant located in
Wegberg-Wildenwrath, Germany and nominal amounts earned by us for test runs
conducted through our pilot plant and for preparing quotes for potential
purchasers. Although we have entered into a number of distribution and sales
agreements for recycling/processing plants based on our Fuel Technology, we have
not yet completed the sale of any such plants, and there are no assurances that
we will be able to complete the sale of any of our products or earn significant
revenues in the future.

Operating Expenses

Our operating expenses for the three and nine month periods
ended October 31, 2008 and 2007 consisted of the following:

|                      |   | Three Months Ended |   |   | Percentage  |  |  | Nine Months Ended |   |   | Percentage  |  
|--------------------- | - | ------------------ | - | - | ----------- |  |  | ----------------- | - | - | ----------- | -
|                      |   | October 31,        |   |   | October 31, |  |  | Increase /        |   |   | October 31, |  
|                      |   | 2008               |   |   | 2007        |  |  | (Decrease)        |   |   | 2008        |  
|Amortization          | $ | 75,433             |   | $ | 70,819      |  |  | 6.5%              |   | $ | 233,121     |  
|Management Fees       |   | 29,600             |   |   | 70,725      |  |  | (58.1%            | ) |   | 147,633     |  
|Professional Fees     |   | 56,900             |   |   | 49,852      |  |  | 14.1%             |   |   | 238,571     |  
|Other Operating       |   | 160,159            |   |   | 140,824     |  |  | 13.7%             |   |   | 385,126     |  
|Expenses              |   |                    |   |   |             |  |  |                   |   |   |             |  
|Stock Based           |   | -                  |   |   | -           |  |  | n/a               |   |   | -           |  
|Compensation          |   |                    |   |   |             |  |  |                   |   |   |             |  
|Foreign Exchange Loss |   | (36,160            | ) |   | 4,831       |  |  | 848.5%            |   |   | (38,066     | )
|(Recovery)            |   |                    |   |   |             |  |  |                   |   |   |             |  
|Total Operating       | $ | 285,932            |   | $ | 337,051     |  |  | (15.2%            | ) | $ | 966,385     |  
|Expenses              |   |                    |   |   |             |  |  |                   |   |   |             |  

Additional amortization expenses for the nine months ended
October 31, 2008 relate to the depreciation and amortization of our pilot plant.

Management fees represent amounts paid as compensation to our
executive officers and the executive officers of Clyvia GmbH during the
respective year-end periods. The decrease in management fees for the three and
nine months ended October 31, 2008 is primarily a result of the reclassification
of amounts paid to Dr. Manfred Sappok, a former managing director of Clyvia
GmbH, to professional fees. Dr. Sappok resigned as a managing director of Clyvia
GmbH in February 2008, but continues to act as a consultant to Clyvia GmbH.
Clyvia GmbH has agreed to pay Dr. Sappok a consulting fee equal to the
management fees previously paid to him.

6

---

Professional fees consist primarily of amounts incurred in
respect of consulting services related to the operation and development of our
business, investor relations services and legal and accounting services.

Other operating expenses consist primarily of amounts spent on
salaries and wages, advertising, and travel, as well as other miscellaneous
office expenses. During the nine months ended October 31, 2008, other operating
expenses decreased due to reduced operating activities during the period.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                                     |   |                                  |   |   |                                  |   |  | Percentage            |  
|------------------------------------ | - | -------------------------------- | - | - | -------------------------------- | - |  | --------------------- | -
|                                     |   | At
      
      October 31, 2008 |   |   | At
      
      January 31, 2008 |   |  | Increase / (Decrease) |  
|Current Assets                       | $ | 212,781                          |   | $ | 69,051                           |   |  | 208.2%                |  
|Current Liabilities                  |   | (1,847,907                       | ) |   | (1,957,782                       | ) |  | (5.6%                 | )
|Working Capital Surplus (Deficiency) | $ | (1,635,126                       | ) | $ | (1,888,731                       | ) |  | (13.4%                | )

Cash Flows

|                                                    |   | Nine Months Ended October 31 |  
|--------------------------------------------------- | - | ---------------------------- | -
|                                                    |   | 2008                         |  
|Cash Flows used in Operating Activities             | $ | (1,310,067                   | )
|Cash Flows used in Investing Activities             |   | (74,723                      | )
|Cash Flows from Financing Activities                |   | 1,539,915                    |  
|Effect of Foreign Currency Translation              |   | (11,777                      | )
|Net Increase (Decrease) in Cash During
      Period | $ | 143,348                      |  

Included in current liabilities at October 31, 2008 are
approximately $222,266 due to related parties primarily on account of amounts
owed for the purchase of plant and equipment and unpaid management fees and
reimbursable expenses. Also included in current liabilities are $1,230,064 in
loans received from Inventa Holding GmbH (Inventa), our majority shareholder,
and from BTec Holding AG (BTec), the controlling shareholder of Inventa, and
from a company owned by Dieter Wagels, a managing director of Clyvia GmbH and a
significant shareholder of Inventa.

During the three months ended October 31, 2008, we received an
aggregate of EUR 70,000 ($91,372) in loans from BTec as follows:

|(a) | EUR 30,000 ($39,159) with interest payable at a rate of
      10% per annum, payable after November 10, 2008 upon one months advance
      written notice;    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                
|(b) | EUR 15,000 ($19,580) with interest payable at a rate of
      10% per annum, payable after November 25, 2008 upon one months advance
      written notice; and
|    |                                                                                                                                                                
|(c) | EUR 25,000 ($32,633) with interest payable at a rate of
      10% per annum, payable after December 30, 2008 upon one months advance
      written notice.    

As collateral for these loans, Inventa has agreed to assign to
BTec an aggregate of 525,000 shares of our common stock owned by Inventa.

BTec currently owns a 40% interest in Inventa. BTec currently
has an agreement with TriCon to acquire an additional 12% interest in Inventa
owned by TriCon. Under the terms of its agreement with TriCon, BTec may direct
the voting of the Inventa shares owned by TriCon until such time as it has
completed the purchase of those shares from TriCon or the agreement is
cancelled.

7

---

In addition to its agreement with TriCon, BTec has entered into
agreements with Dr. Sappok and Dieter Wagels, the managing director of Clyvia
GmbH, to acquire an additional 5.5% interest in Inventa from each of them.

Financing Requirements

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

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

The financial statements accompanying this Quarterly Report
contemplate our continuation as a going concern. However, we have sustained
substantial losses, have a limited operating history and are still in the
development stage of our business.

Despite the financings received during the period ended October
31, 2008, we currently do not have sufficient working capital to meet our
anticipated needs. We have not earned 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of October 31, 2008 (the Evaluation Date). This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed in our Annual Report on Form 10-K for the year ended January
31, 2008 (the 2008 Annual Report).

Disclosure controls and procedures are those controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in our 2008 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended October 31,
2008 fairly present our financial condition, results of operations and cash
flows in all material respects.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter ended October 31, 2008 that
have materially affected, or that 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 1A. RISK FACTORS.

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

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 when and if required, we may not
be able to meet our financial obligations as they become due, and our business
could fail.

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

Although we have completed the construction of our pilot plant
and we have entered into agreements granting certain distribution rights and
sales licenses for recycling/processing systems based on our Fuel Technology, we
are still in the process of refining of the pilot plant and the Fuel Technology.
We have obtained independent certification that our Fuel Technology can produce
heating oil and diesel fuel that meets the requirements of European norms when
waste oils are used as the input material. We are currently working to obtain
certification with respect to the output fuel produced when plastics such as
polyethylene and polypropylene are used as the input material. There are no
assurances that our efforts in this regard will be successful. If we are unable
to obtain independent confirmation of our claims with respect to the pilot plant
and the Fuel Technology when using polyethylene and polypropylene as input
materials, this may adversely affect our ability to sell recycling/processing
plants based on that technology.

Although We Have Entered Into Sales And Distribution
Contracts For 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

Although we have entered into a number of sales and
distribution agreements, we have not yet completed the sale of any plants based
on our Fuel Technology. 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. Although we have
contracted with Biotherm to act as our sales agent, there are no assurances that
Biotherm will be able to generate any sales of our products.

Although Clyvia GmbH has reached a tentative agreement with NKW
Niederlausitzer Kompostwerke GmbH (NKW) for the sale of a CL 500 plant, NKW
has not yet placed a formal order for any plants based

10

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on our Fuel Technology due to financing difficulties. There is
no assurance that NKW will complete the purchase of any fractional
depolymerization plants from Clyvia GmbH.

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. We are a development stage company and potential investors should be
aware of the difficulties normally encountered by development stage enterprises
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 waste management and the production of diesel fuels and heating oils
are highly regulated industries and we may have to satisfy numerous mandatory
procedures, regulations, and safety standards established by federal and state
regulatory agencies in order to develop and market the Fuel Technology. The
extent to which these regulations may apply to us is not yet fully known and
there can be no assurance that we can successfully comply with all present or
future government regulations.

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

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

Asserting And Defending Intellectual Property Rights May
Impact Results Of Operations

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

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

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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.

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

On October 2, 2008, we issue 8,000,000 shares of our common
stock at a price of EUR 0.08125 per share or EUR 650,000 in the aggregate to
BTec Holding AG (BTec) pursuant to the provisions of Regulation S promulgated
under the Securities Act of 1933. BTec is the controlling shareholder of Inventa
Capital GmbH, our majority stockholder. See Part 1, Item 2 under Liquidity and
Capital Resources.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

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

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ITEM 6. EXHIBITS.

|Exhibit |                                                                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                
|3.1     | Articles of Incorporation.(1)                                                                                                                                         
|3.2     | Certificate of Change.(2)                                                                                                                                             
|3.3     | Articles of Amendment changing
      name from Rapa Mining Inc. to Clyvia Inc. (5)                                                                                    
|3.4     | By-Laws.(1)                                                                                                                                                           
|10.1    | Management Services Agreement between
      Walter P.W. Notter and the Company dated effective as of June 30, 2005.(5)                                                
|10.2    | Amendment to Management Services Agreement between
      Walter P.W. Notter and the Company dated effective as of July 11, 2005.(5)                                   
|10.3    | Exclusive Distribution Contract
      between Clyvia GmbH and Energy Recycling Systems Sarl (translated from German
      to English). (6)                            
|10.4    | Exclusive Distribution Contract between Clyvia
      GmbH and Grundstuecksgesellschaft FOCUS mbH & Co. Bau und Boden KG (translated
      from German to English). (6)
|10.5    | Letter Agreement amending the scope
      of non-exclusive distribution rights granted to Energy Recycling Systems
      Sarl (translated from German to English). (6)
|10.6    | 2005 Stock Option Plan.(4)                                                                                                                                            
|10.7    | 2006 Stock Option Plan.(7)                                                                                                                                            
|10.8    | Employment Contract between Clyvia GmbH and Manfred
      Sappok (translated from German to English).(7)                                                              
|10.9    | Letter from Clyvia GmbH to Manfred
      Sappok  Salary Increase (translated from German to English). (8)                                                            
|10.10   | Amendment Agreement to Employment Contract between
      Clyvia GmbH, Manfred Sappok and Clyvia Inc. (8)                                                              
|10.11   | Employment Contract between Clyvia
      GmbH and Dieter Wagels (translated from German to English).(7)                                                               
|10.12   | Amendment Agreement to Employment Contract between
      Clyvia GmbH, Dieter Wagels and Clyvia Inc.(8)                                                                
|10.13   | Loan Agreement dated January 3,
      2008 for EUR 28,000 between DAST GmbH (as lender) and Clyvia Technology
      GmbH (as borrower).(9)                            
|10.14   | Loan Agreement dated April 1, 2008 for EUR 200,000
      between Inventa Holding GmbH (as lender) and Clyvia Technology GmbH (as
      borrower).(9)                  
|10.15   | Loan Agreement dated April 2, 2008
      for EUR 15,000 between Inventa Holding GmbH (as lender) and Clyvia Technology
      GmbH (as borrower).(9)                   
|10.16   | Loan Agreement dated April 24, 2008 for EUR 100,000
      between BTec Holding AG (as lender) and Clyvia Technology GmbH (as borrower).(9)                            
|10.17   | Loan Agreement dated May 31, 2008
      for EUR 35,000 between BTec Holding AG (as lender) and Clyvia Technology
      GmbH (as borrower).(9)                         
|10.18   | Management Consulting Agreement between the Company
      and John Boschert dated effective as of September 3, 2008.(10)                                              
|10.19   | Loan Agreement dated June 16, 2008
      for EUR 16,000 between BTec Holding AG (as lender) and Clyvia Technology
      GmbH (as borrower).(11)                       
|10.20   | Loan Agreement dated July 1, 2008 for EUR 13,000
      between BTec Holding AG (as lender) and Clyvia Technology GmbH (as borrower).(11)                              
|10.21   | Loan
      Agreement dated August 12, 2008 for EUR 30,000 between BTec Holding AG (as
      lender) and Clyvia Technology GmbH (as borrower).                         
|10.22   | Loan Agreement dated
      August 28, 2008 for EUR 15,000 between BTec Holding AG (as lender) and Clyvia
      Technology GmbH (as borrower).                         
|10.23   | Loan
      Agreement dated October 1, 2008 for EUR 25,000 between BTec Holding AG (as
      lender) and Clyvia Technology GmbH (as borrower).                         

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|Exhibit |                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                
|14.1    | Code of Ethics.(3)                                                                                                                                    
|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.

|Notes: |                                                                                                                      
|------ | ---------------------------------------------------------------------------------------------------------------------
|(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 our Current
      Report on Form 8-K filed on February 18, 2005.                 
|(3)    | Filed with the SEC as an exhibit to our Annual
      Report on Form 10-KSB filed on May 2, 2005.                     
|(4)    | Filed with the SEC as an exhibit to our
      Registration Statement on Form S-8 filed on August 25, 2005.           
|(5)    | Filed with the SEC as an exhibit to our
      Quarterly Report on Form 10-QSB filed on September 23, 2005.           
|(6)    | Filed with the SEC as an exhibit to our Annual
      Report on Form 10-KSB filed on May 16, 2006.                    
|(7)    | Filed with the SEC as an exhibit to our Current
      Report on Form 8-K filed on August 28, 2006.                   
|(8)    | Filed with the SEC as an exhibit to our
      Quarterly Report on Form 10-QSB filed on September 14, 2006.           
|(9)    | Filed with the SEC as an exhibit to our Annual
      Report on Form 10-K filed on June 16, 2008.                     
|(10)   | Filed with the SEC as an exhibit to our Current
      Report on Form 8-K filed on September 4, 2008.                 
|(11)   | Filed with the SEC as an exhibit to our
      Quarterly Report on Form 10-Q filed on September 22, 2008.             
|       |                                                                                                                      

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|      |                   |     | CLYVIA INC.                                              
|----- | ----------------- | --- | ---------------------------------------------------------
|      |                   |     |                                                          
|      |                   |     |                                                          
|      |                   |     |                                                          
|Date: | December 19, 2008 | By: | /s/
      John Boschert                                  
|      |                   |     | JOHN BOSCHERT                                            
|      |                   |     | Chief Executive Officer and Chief Financial
      Officer
|      |                   |     | (Principal Executive Officer                             
|      |                   |     | and Principal Accounting Officer)                        

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