---

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 April 30, 2008

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

For the transition period from ________ to ________

COMMISSION FILE NUMBER:000-50930

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 [ ] (Do not check if a smaller
      reporting company) | Smaller reportingcompany [ X ]

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
June 16, 2008, the Issuer had 102,351,779 shares of common stock issued and
outstanding.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

---



CLYVIA INC.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS(Expressed in
    U.S. Dollars)

April 30, 2008 
  (Unaudited)

---

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

|                                                                               |   | April 30,   |   |   | January 31, |  
|------------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                                               |   | 2008        |   |   | 2008        |  
|                                                                               |   | (unaudited) |   |   | (audited)   |  
|                                                                               |   |             |   |   |             |  
|ASSETS                                                                         |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Current Assets                                                                 |   |             |   |   |             |  
|Other receivables                                                              | $ | 27,076      |   | $ | 50,953      |  
|Other receivables related parties
      (Note 7)                              |   | 8,312       |   |   | 7,738       |  
|Prepaid expenses                                                               |   | 7,020       |   |   | 10,360      |  
|Deferred tax asset, less valuation allowance $106,878 (2008
      -$1,434,045) |   | -           |   |   | -           |  
|                                                                               |   |             |   |   |             |  
|Total Current Assets                                                           |   | 42,408      |   |   | 69,051      |  
|                                                                               |   |             |   |   |             |  
|Property, plant and equipment (Note 4)                                         |   | 3,591,158   |   |   | 3,452,418   |  
|                                                                               |   |             |   |   |             |  
|Total
      Assets                                                             | $ | 3,633,566   |   | $ | 3,521,469   |  
|                                                                               |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                           |   |             |   |   |             |  
|                                                                               |   |             |   |   |             |  
|Current Liabilities                                                            |   |             |   |   |             |  
|Bank indebtedness (Note
      5)                                               | $ | 24,843      |   | $ | 48,077      |  
|Accounts payable and accrued
      liabilities                                 |   | 216,778     |   |   | 534,271     |  
|Accounts payable and
      accrued liabilities related parties (Note 7)       |   | 268,802     |   |   | 230,158     |  
|Deposit unearned income                                                       |   | 23,685      |   |   | 66,519      |  
|Loans payable (Note 6)                                                         |   | 1,177,602   |   |   | 1,037,122   |  
|Loans payable related parties (Note 7)                                        |   | 545,159     |   |   | 41,635      |  
|                                                                               |   |             |   |   |             |  
|Total Current
      Liabilities                                                |   | 2,256,869   |   |   | 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                                                         |   |             |   |   |             |  
|April 30, 2008 -102,351,779 common shares                                      |   |             |   |   |             |  
|January 31, 2008 -102,351,779 common shares                                    |   | 102,352     |   |   | 102,352     |  
|Additional paid-in
      capital                                               |   | 14,231,239  |   |   | 14,231,239  |  
|Accumulated other comprehensive income:                                        |   |             |   |   |             |  
|Foreign currency translation adjustment                                        |   | 894,872     |   |   | 767,515     |  
|Deficit accumulated during the development stage                               |   | (13,851,766 | ) |   | (13,537,419 | )
|                                                                               |   |             |   |   |             |  
|Total
      Stockholders Equity                                               |   | 1,376,697   |   |   | 1,563,687   |  
|                                                                               |   |             |   |   |             |  
|Total
      Liabilities and Stockholders Equity                               | $ | 3,633,566   |   | $ | 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            |   |   | Three       |   |   | Three       |  
|                                                           |   | From Inception     |   |   | Months      |   |   | Months      |  
|                                                           |   | (December 21,      |   |   | Ended       |   |   | Ended       |  
|                                                           |   | 2004) to April 30, |   |   | April 30,   |   |   | April 30,   |  
|                                                           |   | 2008               |   |   | 2008        |   |   | 2007        |  
|                                                           |   |                    |   |   |             |   |   |             |  
|EXPENSES                                                   |   |                    |   |   |             |   |   |             |  
|                                                           |   |                    |   |   |             |   |   |             |  
|Amortization                                               | $ | 344,217            |   | $ | 76,010      |   | $ | 13,924      |  
|Management fees                                            |   | 696,290            |   |   | 61,924      |   |   | 67,475      |  
|Professional fees                                          |   | 1,105,527          |   |   | 55,663      |   |   | 66,376      |  
|Other operating expenses                                   |   | 1,442,971          |   |   | 113,461     |   |   | 165,402     |  
|Stock-based
      compensation                             |   | 9,963,954          |   |   | -           |   |   | -           |  
|Foreign currency loss                                      |   | 273,345            |   |   | 7,778       |   |   | 894         |  
|                                                           |   |                    |   |   |             |   |   |             |  
|LOSS BEFORE OTHER ITEMS AND INCOME TAXES                   |   | (13,826,304        | ) |   | (314,836    | ) |   | (314,071    | )
|                                                           |   |                    |   |   |             |   |   |             |  
|OTHER ITEMS                                                |   |                    |   |   |             |   |   |             |  
|Interest expense                                           |   | (138,985           | ) |   | (47,241     | ) |   | (3,706      | )
|Interest income                                            |   | 23,988             |   |   | 247         |   |   | 929         |  
|Income from processing
      waste                         |   | 65,748             |   |   | 47,483      |   |   | 10,291      |  
|Miscellaneous income                                       |   | 23,787             |   |   | -           |   |   | 13,267      |  
|                                                           |   |                    |   |   |             |   |   |             |  
|LOSS BEFORE INCOME TAXES                                   |   | (13,851,766        | ) |   | (314,347    | ) |   | (293,290    | )
|                                                           |   |                    |   |   |             |   |   |             |  
|Provision for income taxes                                 |   | -                  |   |   | -           |   |   | -           |  
|                                                           |   |                    |   |   |             |   |   |             |  
|NET LOSS                                                   |   | (13,851,766        | ) |   | (314,347    | ) |   | (293,290    | )
|                                                           |   |                    |   |   |             |   |   |             |  
|OTHER COMPREHENSIVE INCOME                                 |   |                    |   |   |             |   |   |             |  
|Foreign currency translation
      adjustment              |   | 894,872            |   |   | 127,357     |   |   | 147,627     |  
|                                                           |   |                    |   |   |             |   |   |             |  
|COMPREHENSIVE LOSS                                         | $ | (12,769,904        | ) | $ | (186,990    | ) | $ | (145,663    | )
|                                                           |   |                    |   |   |             |   |   |             |  
|                                                           |   |                    |   |   |             |   |   |             |  
|BASIC AND
      DILUTED NET LOSS PER SHARE                 |   |                    |   | $ | (0.00       | ) | $ | (0.00       | )
|                                                           |   |                    |   |   |             |   |   |             |  
|WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |   |                    |   |   | 102,351,779 |   |   | 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 CASH FLOWS
|(Expressed in U.S. Dollars)          
|(Unaudited)                          

|                                                                              |   | Cumulative         |   |   |           |   |   |           |  
|----------------------------------------------------------------------------- | - | ------------------ | - | - | --------- | - | - | --------- | -
|                                                                              |   | Amounts            |   |   | Three     |   |   | Three     |  
|                                                                              |   | From Inception     |   |   | Months    |   |   | Months    |  
|                                                                              |   | (December 21,      |   |   | Ended     |   |   | Ended     |  
|                                                                              |   | 2004) to April 30, |   |   | April 30, |   |   | April 30, |  
|                                                                              |   | 2008               |   |   | 2008      |   |   | 2007      |  
|                                                                              |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                          |   |                    |   |   |           |   |   |           |  
|Net loss for the period                                                       | $ | (13,851,766        | ) | $ | (314,347  | ) | $ | (293,290  | )
|Adjustments to reconcile net loss to cash used in operating
      activities: |   |                    |   |   |           |   |   |           |  
|Stock-based
      compensation                                                |   | 9,963,954          |   |   | -         |   |   | -         |  
|Amortization                                                                  |   | 344,217            |   |   | 76,010    |   |   | 13,924    |  
|Change in operating assets and liabilities                                    |   |                    |   |   |           |   |   |           |  
|Decrease (increase) in other
      receivables                                |   | (21,777            | ) |   | 26,165    |   |   | (16,645   | )
|Increase in other
      receivables related parties                          |   | (7,282             | ) |   | (44       | ) |   | -         |  
|Decrease (increase) in prepaid expenses                                       |   | (188               | ) |   | 3,870     |   |   | 7,450     |  
|Increase (decrease) in
      accounts payable and accrued liabilities         |   | 391,251            |   |   | (333,469  | ) |   | 18,593    |  
|Increase in accounts payable and
      accrued liabilities related parties   |   | 250,903            |   |   | 32,100    |   |   | 59,372    |  
|Increase (decrease) in
      deposits unearned revenue                       |   | 16,907             |   |   | (45,312   | ) |   | -         |  
|Increase in accrued interest payable                                          |   | 130,111            |   |   | 44,851    |   |   | 3,706     |  
|                                                                              |   |                    |   |   |           |   |   |           |  
|Net cash used in operating activities                                         |   | (2,783,670         | ) |   | (510,176  | ) |   | (206,890  | )
|                                                                              |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                          |   |                    |   |   |           |   |   |           |  
|                                                                              |   |                    |   |   |           |   |   |           |  
|Recovery (acquisition) of capital assets                                      |   | (3,466,138         | ) |   | 16,546    |   |   | (78,404   | )
|                                                                              |   |                    |   |   |           |   |   |           |  
|Net cash provided by (used in) investing activities                           |   | (3,466,138         | ) |   | 16,546    |   |   | (78,404   | )
|                                                                              |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                          |   |                    |   |   |           |   |   |           |  
|                                                                              |   |                    |   |   |           |   |   |           |  
|Bank indebtedness                                                             |   | 20,408             |   |   | (15,903   | ) |   | 10,883    |  
|Cash acquired from
      Clyvia Inc.                                          |   | 7,654              |   |   | -         |   |   | -         |  
|Issuance of common stock for cash                                             |   | 4,383,267          |   |   | -         |   |   | -         |  
|Proceeds from loans payable                                                   |   | 1,167,816          |   |   | 517,874   |   |   | -         |  
|                                                                              |   |                    |   |   |           |   |   |           |  
|Net cash provided by financing
      activities                               |   | 5,579,145          |   |   | 501,971   |   |   | 10,883    |  
|                                                                              |   |                    |   |   |           |   |   |           |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION
      ON                               |   |                    |   |   |           |   |   |           |  
|CASH DURING THE
      PERIOD                                                  |   | 670,663            |   |   | (8,341    | ) |   | 2,551     |  
|                                                                              |   |                    |   |   |           |   |   |           |  
|NET DECREASE IN CASH                                                          |   | -                  |   |   | -         |   |   | (271,860  | )
|                                                                              |   |                    |   |   |           |   |   |           |  
|CASH, BEGINNING
      OF PERIOD                                               |   | -                  |   |   | -         |   |   | 271,860   |  
|                                                                              |   |                    |   |   |           |   |   |           |  
|CASH, END OF
      PERIOD                                                     | $ | -                  |   | $ | -         |   | $ | -         |  

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)                   
|April 30, 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 April 30, 2008 and for all periods
      presented, have been included. Interim results for the period ended April
      30, 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)                   
|April 30, 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The preparation of financial statements in conformity
      with generally accepted accounting principles in the United States
      requires management to make estimates and assumptions that affect the
      reported amount of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and the
      reported amount of revenues and expenses during the reporting period.
      Actual results could differ from these estimates.                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The functional currency of the Company is the U.S.
      dollar. The Companys subsidiary, Clyvia Technology, uses the Euro as its
      functional currency. Accordingly, monetary assets and liabilities
      denominated in a foreign currency are translated at the exchange rate in
      effect at the balance sheet date while non-monetary assets and liabilities
      are translated at historical rates. Revenue and expense items denominated
      in a foreign currency are translated at exchange rates prevailing when
      such items are recognized in the statement of operations. Exchange gains
      and losses arising on translation of foreign currency items are included
      in the statement of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company follows the current rate method of
      translation with respect to its foreign subsidiary, 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 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)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                     
|   | (d)                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                     
|   | Prepaid expenses consist primarily of various prepaid
      operating expenses.                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                     
|   | (e)                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                     
|   | Other receivables consist primarily of Value Added Tax in
      Germany.                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                     
|   | (f)                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                     
|   | 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)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company recognizes revenue when persuasive evidence
      of an arrangement exists, delivery has occurred, the sales price is fixed
      or determinable and collectibility is reasonably assured. Revenue from
      processing waste is recognized when title passes to the customer and all
      revenue recognition criteria specified above is met.                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Effective January 1, 2006, the Company accounts for
      stock-based compensation issued to employees in accordance with the
      provisions of Statement of Financial Accounting Standards (SFAS) 123R, Share- Based Payment.which superseded Accounting Principles
      Board (APB) Opinion 25, Accounting for Stock Issued to
        Employees.                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company accounts for stock-based compensation issued
      to non-employees in accordance with the provisions of SFAS 123, Accounting for Stock-Based Compensation,and the consensus in
      Emerging Issues Task Force (EITF) No. 96-18, Accounting for Equity
      Instruments that are Issued to Other Than Employees for Acquiring or in
      Conjunction with Selling, Goods or Services.                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Basic net loss per share is computed by dividing the net
      loss for the period by the weighted average number of shares of common
      stock outstanding during the period. Diluted earnings per share takes into
      consideration shares of common stock outstanding (computed under basic
      earnings per share) and potentially dilutive shares of common stock. As of
      April 31, 2008 and 2007, the 9,870,000 and 8,650,000 options outstanding
      respectively, have been excluded from diluted loss per share as they were
      anti-dilutive.                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company has adopted SFAS 130, Reporting of
      Comprehensive Income,which establishes guidelines for the reporting
      and display of comprehensive income (loss) and its components in financial
      statements. Comprehensive income (loss) includes foreign currency
      translation adjustments.                                                                                                                                                                                                                                                                                                       

F-8

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company is a development stage company as defined in
      SFAS 7, Accounting and Reporting by Development Stage Enterprises,as it is devoting substantially all of its efforts to establish a new
      business and planned principal operations have not yet
      commenced.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Cash is the only financial instrument that potentially
      subjects the Company to concentration of credit risk. The Company
      maintains cash in bank accounts that, at times, may exceed federally
      insured limits. The Company has not experienced any losses in such
      accounts and believes it is not exposed to any significant risks on its
      cash in bank accounts.                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In 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)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Certain amounts reported in the prior periods have been
      reclassified to conform to the current periods presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | PROPERTY, PLANT AND
      EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                          |   | April
      30, |   |   | January 31, |   
| | ------------------------ | - | --------------- | - | - | ----------- | --
| |                          |   | 2008            |   |   | 2008        |   
| |                          |   |                 |   |   |             |   
| | Office equipment         | $ | 105,001         |   | $ | 100,349     |   
| | Plant equipment          |   | 2,449,542       |   |   | 2,357,118   |   
| | Laboratory equipment     |   | 30,676          |   |   | 29,316      |   
| | Building                 |   | 1,097,255       |   |   | 1,048,638   |   
| | Land                     |   | 193,790         |   |   | 185,204     |   
| |                          |   | 3,876,264       |   |   | 3,720,625   |   
| | Accumulated depreciation |   | (285,106        | ) |   | (268,207    | ))
| |                          |   |                 |   |   |             |   
| | Net book value           | $ | 3,591,158       |   | $ | 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.

F-10

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|5. | BANK INDEBTEDNESS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | At April 30, 2008 and January 31, 2008, the Company had a
      consolidated bank indebtedness of $24,843 and $48,077, respectively.
      Clyvia Technology has an account overdraft limit of Euro 50,000 (US
      $78,952) which bears interest at 11.5% per annum, is secured by a company
      related to a managing director of Clyvia Technology and is due September
      30, 2008. 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
      $142,113). The loans bear interest at 8% per annum and are due as
      follows:                                                                                                                                                                                                                                                                              

| | Principal                | Due
      Date    | 
| | ------------------------ | ----------------- | 
| |                          |                   | 
| | Euro 35,000 (US $55,266) | December 31, 2008 | 
| | Euro 35,000 (US $55,266) | December 31, 2008 | 
| | Euro 20,000 (US $31,581) | December 31, 2008 | 

Interest expense included in the
  statement of operations for the three months ended April 30, 2008 and 2007
  totaled Euro 1,822 (US $2,752) and Euro 0 (US $0), respectively.

During the three months ended April 30,
  2008, two loans were granted from a third party individual for Euro 12,000 (US
  $18,948) and Euro 12,895 (US $20,362), respectively. The loans bears interest at
  8.5% per annum and are due by either party providing one months notice at the
  end of a given month beginning June 30, 2008. Subsequent to April 30, 2008, the
  loans were amended to be due July 31, 2008. Interest expense included in the
  statement of operations for the three months ended April 30, 2008 totaled Euro
  341 (US $515).

During the year ended January 31, 2008,
  a loan was granted from a third party individual for Euro 35,000 (US $55,266).
  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. Subsequent to
  April 30, 2008, the loan was extended to July 31, 2008. Interest expense
  included in the statement of operations for the three months ended April 30,
  2008 and 2007 totaled Euro 765 (US $1,156) and Euro 0 (US $0), respectively.

During the year ended January 31, 2008,
  a loan was granted from a third party company for Euro 150,000 (US $236,855). In
  addition, the same third party company agreed to reclassify Euro 210,000 (US
  $331,596) of accounts payable to loans payable. The loans bear 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. Clyvia Technology and the lender have
  entered into negotiations to extend the terms of the loans. Effective September
  1, 2007, the loans bear interest at 10% per annum and effective January 1, 2008,
  the loans bear interest at 17.75% per annum. Interest expense included in the
  statement of operations for the three months ended April 30, 2008 and 2007
  totaled Euro 21,308 (US $32,183) and Euro 0 (US $0), respectively.

F-11

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|6. | LOANS PAYABLE (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the three months ended April 30, 2008, two loans
      were granted from a third party company for $2,500 and $2,000. The loans
      bear interest at 10% per annum and are due on demand. Interest expense
      included in the statement of operations for the three months ended April
      30, 2008 totaled $88.                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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.
      The additional loans also bear interest at 10% per annum. Interest expense
      included in the statement of operations for the three months ended April
      30, 2008 and 2007 totaled $1,008 and $0, respectively.                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | During the year ended January 31, 2007, a loan was
      granted from a third party company for $190,000. The loan bears interest
      at 8% per annum, compounded annually, and is due July 18, 2008. Interest
      expense included in the statement of operations for the three months ended
      April 30, 2008 and 2007 totaled $4,003 and $3,706, respectively.                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Other receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | At April 30, 2008 and January 31, 2008, included in other
      receivables related parties is Euro 3,597 (US $5,680) 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, 2007,
      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 three months ended April 30, 2008 and 2007
      totaled Euro 0 (US $0) and Euro 1,704 (US $2,260), respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | At April 30, 2008 and January 31, 2008, included in other
      receivables related parties is Euro 1,042 (US $1,646) and Euro 1,042 (US
      $1,541), respectively, owed from a company with a common director and
      officer of Clyvia Technology for various operating expenses.                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | At April 30, 2008 and January 31, 2008, included in other
      receivables related parties is Euro 624 (US $986) and Euro 595 (US $879),
      respectively, owed from a managing director of Clyvia Technology for the
      personal portion of travel expenses.                                                                                                                                                                                                                                                                                                                                                   

F-12

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|7. | RELATED PARTY TRANSACTIONS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Accounts payable and accrued liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At April 30, 2008 and January 31, 2008, included in
      accounts payable and accrued liabilities related parties is Euro 55,285
      (US $87,296) 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 April 30, 2008 and January 31, 2008,
      included in accounts payable and accrued liabilities related parties is
      Euro 112 (US $177) and Euro 1,123 (US $1,658) owed to the same company for
      rent.                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At April 30, 2008 and January 31, 2008, included in
      accounts payable and accrued liabilities related parties is CAD $95 (US
      $95) and CAD $95 (US $95), respectively, owed to a former officer and
      director of the Company.                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At April 30, 2008 and January 31, 2008, included in
      accounts payable and accrued liabilities related parties is Euro 109,092
      (US $170,271) and Euro 84,618 (US $125,082), respectively, owed to a
      director and officer of the Company for management fees and reimbursement
      of expenses.                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At April 30, 2008, included in accounts payable and
      accrued liabilities related parties is Euro 7,055 (US $11,140) owed to an
      individual related to a former managing director of Clyvia Technology for
      scientific consulting services.                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | At January 31, 2008, included in accounts payable and
      accrued liabilities related parties is $1,000 owed to an officer of the
      Company for management fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Loan payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the three months ended April 30, 2008, a loan was
      granted from a company that is the majority shareholder of Inventa for
      Euro 100,000 (US $157,903). The loan bears interest at 10% per annum are
      is 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 loan is secured
      by 750,000 shares of the Companys common stock which are owned by
      Inventa. Interest expense included in the statement of operations for the
      three months ended April 30, 2008 totaled Euro 1,363 (US
      $2,059).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | During the three months ended April 30, 2008, two loans
      were granted from Inventa for Euro 200,000 (US $315,806) and Euro 15,000
      (US $23,685), respectively. 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. Interest expense included in the statement of operations for the
      three months ended April 30, 2008 totaled Euro 164 (US $249).                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | 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 $44,213). 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 three months ended
      April 30, 2008 and 2007 totaled Euro 556 (US $839) and Euro 0 (US $0),
      respectively.                                                                                                                                      

F-13

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|7. | RELATED PARTY TRANSACTIONS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Other                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Management fees paid to an officer and director of the
      Company for the three months ended April 30, 2008 and 2007 totaled Euro
      22,500 (US $34,380) and Euro 22,500 (US $29,649), respectively. Consulting
      fees paid to an officer of the Company for the three months ended April
      30, 2008 and 2007 totaled $3,000 and $3,000, respectively. Wages paid to
      officers and directors of Clyvia Technology for the three months ended
      April 30, 2008 and 2007 totaled Euro 16,250 (US $24,544) and Euro 26,250
      (US $34,826), 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 three months ended April 30, 2008
      and 2007 totaled Euro 1,771 (US $2,675) and Euro 1,771 (US
      $2,350).                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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).                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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).                                                                                                                                                                                             

F-14

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

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

F-15

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|9. | STOCK OPTIONS AND WARRANTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Stock Options (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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                                   |  | -         |  |   | -                | 
| | Options
      outstanding, April 30, 2008 |  | 9,870,000 |  | $ | 0.98             | 

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

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

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

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

F-16

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|9. | STOCK OPTIONS AND WARRANTS (continued) Stock Options
      (continued)       
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | A summary of stock options outstanding at April 30, 2008
      is as follows:

| |                        | Outstanding Options | Exercisable Options
| | ---------------------- | ------------------- | -------------------
| |                        |                     | Weighted           
| |                        |                     | Average            
| |                        |                     | Remaining          
| | Exercise               |                     | Contractual        
| | Price                  | Number              | Life               
| |                        |                     |                    
| | 2005 Stock Option Plan |                     |                    
| | $ 1.09                 | 6,050,000           | 2.19               
| | $ 1.00                 | 100,000             | 3.30               
| | 2006 Stock Option Plan |                     |                    
| | $ 1.00                 | 2,500,000           | 3.30               
| | $ 0.40                 | 1,220,000           | 4.20               

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 April 30, 2008 and January 31, 2008.

F-17

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 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                                |  | -       |  |   | -                | 
| | Warrants outstanding, April 30, 2008   |  | 877,620 |  | $ | 1.14             | 

A summary of warrants outstanding at
  April 30, 2008 is as follows:

| |  | Date          |  | Issued  |  |  | Outstanding |  |   | Exercise
      Price |  |  | Expiry
      Date      | 
| |  | ------------- |  | ------- |  |  | ----------- |  | - | -------------------- |  |  | ---------------------- | 
| |  |               |  |         |  |  |             |  |   |                      |  |  |                        | 
| |  | May 4, 2006   |  | 442,478 |  |  | 442,478     |  | $ | 1.13                 |  |  | May 4, 2008            | 
| |  |               |  |         |  |  |             |  |   |                      |  |  | (subsequently expired) | 
| |  | May 5, 2006   |  | 217,391 |  |  | 217,391     |  | $ | 1.15                 |  |  | May 5, 2008            | 
| |  |               |  |         |  |  |             |  |   |                      |  |  | (subsequently expired) | 
| |  | June 12, 2006 |  | 217,391 |  |  | 217,391     |  | $ | 1.15                 |  |  | June 12, 2008          | 
| |  |               |  |         |  |  |             |  |   |                      |  |  | (subsequently expired) | 

|10. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The Companys operations following the acquisition of
      Clyvia Technology were conducted in one reportable segment, being the
      development and commercialization of the process known as catalytic
      depolymerization, in Germany. All of the Companys property, plant and
      equipment are located in Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | On July 1, 2005, the Company entered into a management
      services contract with a director and officer of the Company effective
      July 1, 2005, to pay monthly management fees of 5,000 Euro (US $7,895).
      The agreement also specifies a grant of options to purchase 250,000 shares
      of the Companys common stock pursuant to the Companys 2005 Stock Option
      Plan at an exercise price of $1.09 per share for a period of five years
      from the date of issuance. The stock options were granted July 11, 2005.
      The agreement is for a one-year term and shall automatically extend for
      additional one year terms on the anniversary date unless notice is given
      by the Company at least 90 days prior to renewal. On November 23, 2005,
      Clyvia Technology increased the monthly management fee to 7,500 Euro (US
      $11,843) effective January 1, 2006.

F-18

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|11. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | 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
      $3,632) 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 $7,895) 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 $932) 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 $5,921) 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     |  |   | Three     |  |   | Three     | 
| |                |   | (December 21, |  |   | Months    |  |   | Months    | 
| |                |   | 2004) to      |  |   | Ended     |  |   | Ended     | 
| |                |   | April 30,     |  |   | April 30, |  |   | April 30, | 
| |                |   | 2008          |  |   | 2008      |  |   | 2007      | 
| |                |   |               |  |   |           |  |   |           | 
| | Cash paid for: |   |               |  |   |           |  |   |           | 
| | Interest       | $ | 6,507         |  | $ | 2,389     |  | $ | -         | 
| | Income taxes   | $ | -             |  | $ | -         |  | $ | -         | 
| |                |   |               |  |   |           |  |   |           | 

F-19

---

|CLYVIA INC.                                   
|----------------------------------------------
|(A Development Stage Company)                 
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|(Unaudited)                                   
|                                              

|13. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | On May 31, 2008, a loan was granted from a loan was
      granted from a company that is the majority shareholder of Inventa for
      Euro 35,000 (US $55,266). The loan bears interest at 10% per annum are is
      due by either party providing one months notice beginning December 31,
      2008. The loan is secured by 250,000 shares of the Companys common stock
      which are owned by Inventa.

F-20

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESUTLS 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 we file from time to time with the Securities and Exchange Commission (the SEC), particularly our Annual Reports on Form 10-KSB or Form 10-K and our Current Reports on Form
8-K.

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

INTRODUCTION

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three month period ended April 30, 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 our wholly owned German subsidiary, Clyvia Technology GmbH (Clyvia GmbH), we are in the process of developing, marketing and selling a proprietary technology that utilizes a process known as fractional depolymerization to produce
diesel fuel and heating oil from various types of recyclable waste materials (the Fuel Technology).  We plan to earn revenues from the sale and construction of recycling/processing plants and from the sale of diesel fuel and heating oil
produced at Clyvia GmbHs pilot plant located in Wegberg-Wildenrath, Germany.

RECENT CORPORATE DEVELOPMENTS

The following corporate developments have occurred since our fiscal year ended January 31, 2008:

|1. | In February 2008, we conducted a test run of our pilot plant in order to determine the efficiency of our fractional depolymerization system. The test was conducted using 300 kilograms of waste oil as the input product. Our tests
revealed that the 300 kilograms of waste oil was converted successfully into 250 kilograms of heating oil. The 50 kilograms of product lost during the process was used as combustible energy during conversion. As a result, we anticipate that our
fractional depolymerization plants will be able to convert 80% of the waste oils fed into our systems into usable heating oil. Similar results were obtained when using polymers or plastics such as polyethylene and polypropylene as the input
substance.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|2. | In April 2008, we commissioned the Central Customs Office in Cologne to analyze the diesel fuel produced from our pilot plant using plastics such as polyethylene or polypropylene as the input material. The results from Cologne
Office indicate that the diesel fuel produced from plastics satisfied the requirements of German Energy Tax Law.                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | On April 25, 2008, Clyvia GmbH entered into an agreement with Biotherm Technologie AG (Biotherm), whereby Biotherm agreed to act as Clyvia GmbHs worldwide exclusive sales agent. Biotherm will seek to promote,
advertise and generate sales for Clyvia GmbHs products, and will also 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 of any Clyvia GmbH products sold. Although the agreement grants Biotherm the right to act as Clyvia GmbHs worldwide exclusive sales agent, Biotherm has agreed to honor the terms of any existing exclusive distribution agreements that
Clyvia GmbH has in place.

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 plants functionality when using plastics as the input product.

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.  Over the next three months, Clyvia
intends to carry out tests to demonstrate this process.

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 feeding 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.

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 Oeko Bio or NKW are able to obtain sufficient financing to complete the
purchase of the fractional depolymerization plants that they

---

have tentatively ordered, of which there is no assurance, we may scale back our product development and improvement activities to focus our resources on constructing any ordered plants.

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 may use the pilot plant to process used oil, bilge oil and/or other materials to produce diesel fuel or heating oil that we will sell directly to small oil companies and
other potential buyers. The pilot plant contains two bulk storage tanks that can be used to store used oil or other input materials that we may use.                                                                                                                                                                                                                                                                              

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

We anticipate spending approximately EUR 2,000,000 (approximately $3,158,060) in pursuing the above plan of operation over the next twelve months. We currently do not have sufficient working capital to meet our anticipated needs for the next
twelve months. We have not earned any significant revenues to date and there are no assurances that we will be able to do so in the future. In addition, we can not provide any assurances that our actual working capital needs for the next twelve
months will not exceed the amounts that we have estimated. If we require additional financing, it is anticipated that such additional financing will likely be in the form of equity financing, as we do not expect there to be substantial debt
financing available to us at this stage of our business.

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

---

RESULTS OF OPERATIONS

Three Months Summary

|            |   | Three Months Ended April 30, |   |   | Percentage |  
|----------- | - | ---------------------------- | - | - | ---------- | -
|            |   |                              |   |   |            |  
|            |   | 2008                         |   |   | 2007       |  
|Revenue     | $ | -                            |   | $ | -          |  
|Expenses    |   | (314,836                     | ) |   | (314,071   | )
|Other Items |   | 489                          |   |   | 20,781     |  
|Net Loss    | $ | (314,347                     | ) | $ | (293,290   | )

Revenue

During the three months ended April 30, 2008, we earned income
from processing waste of $47,483.

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

Operating Expenses

Our operating expenses for the three month period ended April
30, 2008 and 2007 consisted of the following:

|                         |   | Three Months Ended April 30, |  |   | Percentage | 
|------------------------ | - | ---------------------------- |  | - | ---------- | 
|                         |   |                              |  |   |            | 
|                         |   | 2008                         |  |   | 2007       | 
|Amortization             | $ | 76,010                       |  | $ | 13,924     | 
|Management Fees          |   | 61,924                       |  |   | 67,475     | 
|Professional Fees        |   | 55,663                       |  |   | 66,376     | 
|Other Operating Expenses |   | 113,461                      |  |   | 165,402    | 
|Foreign Currency Loss    |   | 7,778                        |  |   | 894        | 
|Total Expenses           | $ | 314,836                      |  | $ | 314,071    | 

Amortization expenses increased during the three months ended
April 30, 2008 due 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
months ended April 30, 2008 from the three months ended April 30,

---

2007 due to the fact that we ceased payment of management fees
to Dr. Manfred Sappok, a former managing director of Clyvia GmbH, as he retired
in February 2008.

Professional fees consist primarily of amounts incurred for
certain consulting fees, investor relations services and for legal and
accounting services provided in connection with meeting our ongoing reporting
obligations under the Securities Exchange Act of 1934.

Other operating expenses consist primarily of amounts spent on
salaries and wages, advertising, and travel, as well as other miscellaneous
office expenses. During the three months ended April 30, 2008, other operating
expenses decreased due to reduced operating activities during the period.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital         |   |                         |   |   |                           |   |  |                       |   
|----------------------- | - | ----------------------- | - | - | ------------------------- | - |  | --------------------- | --
|                        |   |                         |   |   |                           |   |  | Percentage            |   
|                        |   | At
      April 30, 2008 |   |   | At
      January 31, 2008 |   |  | Increase / (Decrease) |   
|Current Assets          | $ | 42,408                  |   | $ | 69,051                    |   |  | (38.6                 | )%
|Current Liabilities     |   | (2,256,869              | ) |   | (1,957,782                | ) |  | 15.3%                 |   
|Working Capital Surplus | $ | (2,214,461              | ) | $ | (1,888,731                | ) |  | 17.2%                 |   
|(Deficiency)            |   |                         |   |   |                           |   |  |                       |   

Cash Flows

|                                        |   | Three Months Ended April 30 |  
|--------------------------------------- | - | --------------------------- | -
|                                        |   | 2008                        |  
|Cash Flows used in Operating Activities | $ | (510,176                    | )
|Cash Flows used in Investing Activities |   | 16,546                      |  
|Cash Flows from Financing Activities    |   | 501,971                     |  
|Effect of Foreign Currency Translation  |   | (8,341                      | )
|Net Decrease in Cash During Period      | $ | -                           |  

As at April 30, 2008, we had bank indebtedness in the amount of
$24,843. Included in current liabilities are approximately $268,802 due to
related parties primarily on account of amounts owed for the purchase of plant
and equipment and unpaid management fees and reimbursable expenses. The increase
in our working capital deficit from our year ended January 31, 2008 is largely
attributable to the fact that our only significant sources of financing during
the period were short-term loans obtained from third parties and related
parties.

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.

On April 1, 2008 and April 2, 2008, Inventa Holding GmbH (Inventa), our controlling shareholder, loaned us EUR 200,000 ($315,806) and EUR 15,000 ($23,685), respectively. The loans bear interest at a rate of 8% per annum and are
due on demand, provided that Inventa provides us with at least one months advance notice, in writing.

On April 24, 2008 and May 31, 2008, we received loans totaling EUR 135,000 ($213,169) from BTec Holding AG (BTec) as follows:

|(a) | EUR 100,000 ($157,903), granted on April 24, 2008, bearing interest at a rate of 10% per annum. BTec may demand repayment of the loan 90 days after the grant date, provided that BTec provides us with at least one months
advance written notice. As collateral for the loan, Inventa has pledged 750,000 of the shares of our common stock owned by Inventa.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                 
|(b) | EUR 35,000 ($55,266), granted on May 31, 2008, bearing interest at a rate of 10% per annum. BTec may demand repayment after December 31, 2008 provided that BTec provides us with at least one months advance written
notice. As collateral for this loan, Inventa has pledged 250,00 of the shares of our common stock owned by Inventa.                      

BTec is the owner of a 40% interest in Inventa, our controlling shareholder, with control over 52% of Inventas voting interests. See Changes in Control.

In addition, we have received an aggregate of EUR 24,895 ($39,310) and $4,500 in loans from unrelated third parties during the three months ended April 30, 2008. The USD loans for $4,500 in the aggregate bear interest at a rate of 10%
per annum and are payable upon demand. The EUR loans totaling EUR 24,895 ($39,310) bear interest at a rate of 8.5% per annum and are repayable after July 31, 2008 upon the lender providing at least one months advance written notice.

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

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

---

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

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

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 April 30, 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 below.

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 this report, we believe that our financial statements contained in our Quarterly Report on
Form 10-Q for the quarter ended April 30, 2008 fairly present our financial condition, results of operations and cash flows in all material respects.

---

Material Weaknesses

Management assessed the effectiveness of the Companys internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

Insufficient Resources:We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation of Duties:  We have an inadequate number of personnel to properly implement control procedures.

Insufficient Written Policies & Procedures:We have insufficient written policies and procedures for accounting and financial reporting.

Inadequate Financial Statement Closing Process:We have an inadequate financial statement closing process.

Lack of Audit Committee & Outside Directors on the Companys Board of Directors:We do not have a functioning audit committee and outside directors on the Companys Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures.

Changes in internal control over financial reporting

As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended April 30, 2008 that have materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

---

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 or obtainable when and if
required, our ability to meet our financial obligations and pursue our plan of
operation will be substantially limited and investors may lose a substantial
portion or all of their investment.

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

Although we have completed the construction of our pilot plant
and we have entered into agreements granting certain distribution rights and
sales licenses for recycling/processing systems based on our Fuel Technology, we
are still in the process of refining of the pilot plant and the Fuel Technology.
We have 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.

Oeko Bio does not currently have sufficient financial resources to pay the purchase price for the ordered CL 500 plants as set out in the Oeko Contract. Oeko Bio has informed Clyvia GmbH that they are seeking to obtain financing sufficient to allow
them to meet their obligations under the Oeko Contract. However, there are no assurances that Oeko Bio will be able to obtain sufficient financing and there are no assurances that we will receive the purchase price or any other payments from Oeko
Bio.

Although Clyvia GmbH has reached a tentative agreement with NKW for the sale of a CL 500 plant, NKW has not yet placed a formal order for any plants based 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 or we may be prevented from using the technologies in question.

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
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.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

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

ITEM 6. EXHIBITS.

|Exhibit |                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                                                        
|3.1     | Articles of
        Incorporation.(1)                                                                                                                                                         
|3.2     | Certificate of Change.(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    | Memorandum
        of Understanding Between Clyvia GmbH and Wong Chee Wah.(6)                                                                                                                 
|10.4    | Property Purchase Agreement
        between Clyvia GmbH (German subsidiary of Clyvia) and Stadtentwicklungsgesellschaft
        der Stadt Wegberg mbH (translated from German to English). (7)
|10.5    | Agreement
        between Clyvia GmbH and HII GmbH Industrieanlagen Bau und Beratung (translated
        from German to English).(8)                                                          
|10.6    | Letter dated May 2, 2006 from
        Clyvia GmbH to HII GmbH (translated from German to English). (8)                                                                                        
|10.7    | Exclusive
        Distribution Contract between Clyvia GmbH and Bureau Wiebes & Partners
        Ltd. (translated from German to English). (8)                                                
|10.8    | Exclusive Distribution Contract
        between Clyvia GmbH and Energy Recycling Systems Sarl (translated from
        German to English). (8)                                                
|10.9    | Exclusive
        Distribution Contract between Clyvia GmbH and Grundstuecksgesellschaft
        FOCUS mbH & Co. Bau und Boden KG (translated from German to English).
        (8)            
|10.10   | Letter Agreement amending
        the scope of non-exclusive distribution rights granted to                                                                                                   

---

|Exhibit |                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                    
|        | Energy Recycling
        Systems Sarl (translated from German to English). (8)                                                                            
|10.11   | Amended License Agreement
        between ECO Impact GmbH and Clyvia GmbH (translated from German to English).
        (8)                                
|10.12   | 2005 Stock
        Option Plan.(4)                                                                                                                        
|10.13   | 2006 Stock Option Plan.(9)                                                                                                                                
|10.14   | Non-Qualified
        Stock Option Agreement between the Company and Walter Notter dated effective
        as of August 16, 2006.(9)                      
|10.15   | Non-Qualified Stock Option
        Agreement between the Company and Manfred Sappok dated effective as of
        August 16, 2006.(9)                     
|10.16   | Non-Qualified
        Stock Option Agreement between the Company and Dieter Wagels dated effective
        as of August 16, 2006.(9)                      
|10.17   | Employment Contract between
        Clyvia GmbH and Manfred Sappok (translated from German to English).(9)                                                
|10.18   | Letter from
        Clyvia GmbH to Manfred Sappok  Salary Increase (translated from
        German to English). (10)                                     
|10.19   | Amendment Agreement to Employment
        Contract between Clyvia GmbH, Manfred Sappok and Clyvia Inc. (10)                                               
|10.20   | Employment
        Contract between Clyvia GmbH and Dieter Wagels (translated from German
        to English).(9)                                         
|10.21   | Amendment Agreement to Employment
        Contract between Clyvia GmbH, Dieter Wagels and Clyvia Inc.(10)                                                 
|10.22   | Exclusive
        Distribution Agreement between Clyvia GmbH and Energie Optimal GmbH (translated
        from German to English).(11)                    
|10.23   | Non-Qualified Stock Option
        Agreement between the Company and Walter P.W. Notter dated effective as
        of July 12, 2007.(12)                  
|10.24   | Non-Qualified
        Stock Option Agreement between the Company and John Boschert dated effective
        as of July 12, 2007.(12)                       
|10.25   | Loan Agreement dated January
        3, 2008 for EUR 28,000 between DAST GmbH (as lender) and Clyvia Technology
        GmbH (as borrower).(13)           
|10.26   | Loan Agreement
        dated April 1, 2008 for EUR 200,000 between Inventa Holding GmbH (as lender)
        and Clyvia Technology GmbH (as borrower).(13) 
|10.27   | Loan Agreement dated April
        2, 2008 for EUR 15,000 between Inventa Holding GmbH (as lender) and Clyvia
        Technology GmbH (as borrower).(13)  
|10.28   | Loan Agreement
        dated April 24, 2008 for EUR 100,000 between BTec Holding AG (as lender)
        and Clyvia Technology GmbH (as borrower).(13)     
|10.29   | Loan Agreement dated May 31,
        2008 for EUR 35,000 between BTec Holding AG (as lender) and Clyvia Technology
        GmbH (as borrower).(13)        
|14.1    | Code of Ethics.(6)                                                                                                                                        
|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.

|Filed with the SEC as an exhibit to our Registration Statement
on Form SB-2 originally filed on March 16,
|---------------------------------------------------------------------------------------------------------
|(1)                                                                                                      
|(2)                                                                                                      
|(3)                                                                                                      
|(4)                                                                                                      

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|(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 Quarterly Report
      on Form 10-QSB filed on December 23, 2005. 
|(7)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on March 1, 2006.          
|(8)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on May 16, 2006.         
|(9)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on August 28, 2006.        
|(10) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-QSB filed on September 14, 2006.
|(11) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on May 16, 2007.         
|(12) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on July 18, 2007.          
|(13) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-K filed on June 16, 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.
|----- | ------------- |  | -----------
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|      |               |  |            
|      |               |  |            
|Date: | June 21, 2008 |  | By:        
|      |               |  |            
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|      |               |  |            
|      |               |  |            
|      |               |  |            
|      |               |  |            

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