UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

____________________________



FORM
10-K



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



For
the fiscal year ended April 30, 2011



OR



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



For
the transition period from _______________________ to _______________________



Commission
file number 000-52035



CLEAN
POWER CONCEPTS INC.

(Exact
name of registrant as specified in its charter)



Nevada

(State
or other jurisdiction of incorporation or organization)



98-0490694

(IRS
Employer Identification Number)



1620
McAra Street

Regina,
Saskatchewan, Canada        S4N 6H6

(Address
of principal executive offices)  (Zip Code)



(306)
546-8327

(Registrant’s
telephone number, including area code)



Securities registered pursuant
to Section 12(b) of the Act: None



Securities registered pursuant
to Section 12(g) of the Act:



Common
Stock, $0.001 par value

(Title
of class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

YesoNox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act:     YesoNox



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:     YesxNoo



Indicate
by check mark whether the registrant (1) has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and posy such files):

YesoNoo









Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K:o



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company:



| | Large accelerated filer | o | Accelerated filer         | o
| | ----------------------- | - | ------------------------- | -
| |                         |   |                           |  
| | Non-accelerated filer   | o | Smaller reporting company | x



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):     YesoNox



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter:



Based
on the bid price on August 15, 2011 of $ 0.04, the aggregate market value of the 252,433,183 common shares held by non-affiliates
was $10,097,327.



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
274,128,778 common shares were outstanding as of August 12, 2011.



Documents
incorporated by reference: See Item 15.











CLEAN
POWER CONCEPTS INC. AND SUBSIDIARIES





Table
of Contents





|PART I    
|----------
|ITEM 1.   
|ITEM 1A.  
|ITEM 1B.  
|ITEM 2.   
|ITEM 3.   
|ITEM 4.   
|          
|PART II   
|ITEM 5.   
|ITEM 6.   
|ITEM 7.   
|ITEM 7A.  
|ITEM 8.   
|          
|          
|          
|          
|          
|          
|ITEM 9.   
|ITEM 9A.  
|ITEM 9B.  
|          
|PART III  
|ITEM 10.  
|ITEM 11.  
|ITEM 12.  
|ITEM 13.  
|ITEM 14.  
|          
|PART IV   
|ITEM 15.  
|          
|SIGNATURES











PART
I





ITEM 1.  BUSINESS



History



We
were originally incorporated on October 17, 2005 in Nevada under the name Loma Verde Inc. On March 22, 2007, we engaged in a merger
with our wholly owned subsidiary, Clean Power Concepts Inc., for the purpose of changing our name. In conjunction with the merger,
we engaged in a 56:1 forward split of our authorized, issued and outstanding common stock.  On October 26, 2009, we decreased
our authorized common shares limit from 11,200,000,000 to 1,000,000,000.  Through a share exchange agreement executed
on April 29, 2010, we acquired 94.8% of the issued and outstanding common shares of General Bio Energy Inc. (“GBE”),
a Saskatchewan Corporation, in return for issuance of 28,426,612 restricted shares of our common stock (the “Shares”)
based on a ratio of 18.21 or our common shares for each 1.00 common share of GBE submitted for exchange (the “Exchange”). 
During the period ended January 31, 2011, we acquired an additional 0.3% of the outstanding shares of GBE, increasing our ownership
of GBE to 95.1%.  On November 18, 2010, the Company declared a two for one stock dividend, which resulted in an increase
of the Company’s issued and outstanding share capital from 78,442,612 shares to 240,077,763 shares of common stock, including
the effect of the share issuances which occurred between declaration of the stock dividend and payment date.



The Company was originally organized for
the purpose of acquiring and developing mineral properties and was therefore considered to be in the pre-exploration stage.
Mineral claims with unknown reserves were acquired, but we did not establish the existence of commercially mineable ore
deposits and determined we  should abandon our  mineral claims and pursue other business opportunities, one of which was the
alternative energy business. On April 29, 2010 we changed our business focus to the operation of the business conducted by
our subsidiary GBE, focused on the environmentally friendly green energy industry. GBE was incorporated in the Province of
Saskatchewan on February 14, 2006 under the name Canadian Green Fuels Inc. and changed its name to General Bio Energy Inc.
on September 18, 2008. GBE commenced its pre-production stage on May 1, 2006 and began selling products in July 2008. From
2008 to 2010, GBE has continued to develop, research and test its pilot production equipment, and refine its alternative
energy technology.



Today,
we are engaged in the development of a bioenergy business focused on agricultural processing and the environmentally friendly green
energy industry.  We currently produce a range of products manufactured by crushing oilseeds and refining the byproducts.
Our subsidiary, GBE, operates a fully integrated commercial oilseed crushing, bio-diesel refinery, which uses our proprietary processes
to produce two main co-products, oil and meal, each of which are further processed and then sold.  The oil products produced
from this process can be divided into three subcategories: (i) vegetable oil for human and animal consumption; (ii) biofuel and
biofuel additives; and (iii) environmental lubricants and conditioners, penetrating sprays, dust suppressants, cutting oils and
other “ECO-lubricants”.  We have also recently added a new group of oil products to our product mix, natural
consumer health products.  The meal and protein related products are used for agricultural and aquaculture feedstock.  We
consider our facility to be a “green” manufacturing facility because it has minimal effluents, using methods which
are emissions friendly.  Our production facility and head office is located in Regina, Saskatchewan.



Effective
with the execution of our reverse merger on April 29, 2010, we changed our fiscal year end from June 30th to April 30th. Our common
stock is publicly traded in the OTCQB under the symbol “CPOW”.



Our Products



GBE
currently operates in the agricultural commodity processing and the bioenergy industry.  At our production facility located
in Regina, Saskatchewan, GBE operates a fully integrated commercial oilseed crushing, bio-diesel refinery, as well as an environmental
lubricants manufacturing and bottling plant, and a nutraceutical and food processing plant. Through our proprietary crushing processes,
we are able to separate the seed from the oil resulting in two main biproducts: oil and edible meal that is then further refined
and sold.



The
current plant has a crush capacity of 19.7 million liters of crushed oilseed annually, which is then processed into bio fuel and
biofuel additives and lubricants.  Its biodiesel fuel processor can produce up to 20 million liters of biofuel and biofuel
additives and the crushing system can produce nearly 32.8 thousand metric tonnes of meal and protein related products for agricultural
and aquaculture feedstock annually. The seed meal is capable of being pelletized, further processed to manufacture pet or other
livestock feeds, extract proteins, or shipped raw due to its dry non-compacting properties.



1





Biofuel,
Lubricants and Natural Consumer Products



The
oil produced at our facility is a COPA Type III which can be (i) sold to animal feeders, or food processors for additional refining
(ii) sold at the retail pump located on our premises because it meets or exceeds specifications required to produce ASTM D6571
standard for retail bio-diesel , or (iii) manufactured at our plant into value added retail products, such as lubricants .



Our
lubricants are sold under our trade names “MOPO Environmental Lubricants”. The various products sold under the “MOPO
Environmental Lubricants” brand created in our manufacturing facility are:



|1) | Dust Suppressants
|-- | -----------------



|2) | Environmental Lubricants used for:
|-- | ----------------------------------
|   | a)                                
|   | b)                                
|   | c)                                
|   | d)                                
|   | e)                                



|3) | Environmental Fuel Line Conditioners packaged in:
|-- | -------------------------------------------------
|   | a)                                               
|   | b)                                               
|   | c)                                               
|   | d)                                               
|   | e)                                               



Other
primary trade names include: ‘General Bio Health’ and ‘Spirit of Health’, under which we manufacture, distribute,
and retail essential oils, camelina, canola, flax, and hemp, in various formats including capsules, gourmet cooking oils, and skin
care formulations. In May  2011, we launched the creation of the 'Spirit of Health' brand under which we intend to launch
a new line of natural consumer products. The 'Spirit of Health' brand will include a line of natural health supplements made from
essential camelina oil, which is an extremely high source of omega 3, omega 6 and vitamin E, in quantities rivaling salmon oil.  Initially,
it is anticipated that the line will consist of three products: camelina oil capsules, gourmet cooking oil, and a skin care health
and beauty formulation aimed to be a remedy for several skin maladies. Plans are also underway to expand the product base into
flax, canola and hemp oil based essential oil products.



Meal
and Pelleting Operations



Meal
is a primary co-product of the Company.  The meal is used as animal and aquaculture feed.  Meal is the remaining
seed elements that are the remnants of the crush of oil seed. It takes on the appearance of a soil or peat moss texture, and is
a highly valued commodity due to its protein and high fat content. Through the process of GBE’s crushing, approximately 80%
of the fat (oil) is removed from the seed in its double crush process, leaving approx 8% fat in the meal.  In this raw
form it is used primarily for livestock feed and is a high demand product due to bans on the use of animal tallow.



The
meal is dealt with in the plant through a series of augers and conveyors which move it from the primary crusher output funnels
to the secondary crush input funnels and finally to the exterior storage environment where it waits for shipping to the customer.
The meal can be further refined through a filtration process where protein powder can be extracted which can be sold for use in
a variety of applications from pet food to aquaculture and is exported globally.



In
January 2009 GBE commissioned two 5 MT/day pelletizing machines to increase its ability to sell its meal in pellets. These pellets
can be used for products bagged for retail markets as well as to provide added assurance of non-compacting when shipping meal to
distant locations. Once the meal is put into its pellet form, the pellets are put into shipping containers or bagged for retail
market purposes.



We
are initiating plans to commercialize the use of meal through the patented process licensed from the Canadian Department of Fisheries
and Oceans.  A top priority is to develop high margin fish food for aquaculture and other primary protein products.



2





Our Early Development



In
2006, GBE was formed under the name of Canadian Green Fuels Inc., with the intention to provide a Saskatchewan based alternative
fuel to an emerging North American market. Using Canola or camelina as its preferred input stock, it sought to create a market
niche by adapting its process to off-grade oil seed. This method of production improved the financial viability of the Company
and allowed it to develop product innovations based on its value-added production.



For
most of 2009, the Company crushed camelina on a toll basis for Sustainable Oils, who are currently supplying the U.S. Military
with camelina based bio-jet fuel.



GBE
entered the development stage through a small crushing capacity with five crushers and a prototype biofuel processor that allowed
the Company to produce either feedstock based canola oil or biodiesel. GBE has developed, and also licenses, proprietary processes
which allow the Company to pursue its vision of being a “green” manufacturing facility with minimal effluents, using
methods which are emissions friendly and do not use a water-wash system. This biofuel production method also gave birth to the
development of additives and value-added products such as its MOPO brand of biodiesel based diesel fuel lubricants and conditioners,
penetrating sprays, dust suppressants, cutting oils and other “ECO-lubricants”.



GBE
invested over two years in manufacturing process and produce development trials to prove the integrity of its production system
and create markets. During this time the Company achieved the following:



| | ● | Refined its biofuel processor and created a second generation machinery;                                                                                                                                              
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | Developed a proprietary hydro-jacket seed entry double crushing system;                                                                                                                                               
| | ● | Created an exportable meal and pelleting operation;                                                                                                                                                                   
| | ● | Established a successful retail product line and distribution network and delivery process;                                                                                                                           
| | ● | Engaged in Canada’s first Bio-Fuel Research and Technology partnership with the University of Regina and the Saskatchewan Forest Centre (Forest First) for the development of next generation technologies;           
| | ● | Engaged with a leading edge hydrodynamic cavitation technology as an exclusive applications developer for Biofuels, which technology is expected to improve the way in which biodiesel is created and distributed; and
| | ● | Pioneered biomass gasification technologies.                                                                                                                                                                          



Future
Plans



GBE’s
plans, contingent upon financing and profitability of operations during the next fiscal year, are to expand its crushing capacity
to a potential of 450 MT crushing capacity per day and improve and increase its refining capacity. We also are negotiating for
the acquisition of a U.S. based biodiesel operation to assist in meeting this production goal and to capitalize on a ‘blenders
credit’ that is provided by the U.S. government. The Company is also investigating expansion within Canada to develop, or
acquire, additional crushing facilities and biodiesel operations and is working on an initiative to develop camelina and canola
oil refining with a view to producing bio jet fuel.



GBE intends to market itself domestically
and in foreign countries to obtain domestic and export contracts for the sale of its product lines by contacting distributors
and purchasing agents of retail operations that sell products and that compete with the Company’s products.
Additionally, GBE has plans to enter niche food markets by developing an organic and/or camelina, flax, hemp and canola based
oil products for health food markets. It anticipates this to occur in the short term using General Bio Health
Division’s ‘Spirit of Health’ brand. Consideration is also being given to move operation closer to markets
and improved logistics.



Competitive
Conditions



We
compete with other providers of agricultural commodity processors and producers of energy as well as providers of bioenergy. We
also compete with multinational corporations with significant financial resources. These competitors can use their resources and
scale to rapidly respond to competitive pressures and changes in consumer preferences by introducing new products, reducing prices
or increasing promotional activities. Many of our competitors have longer operating histories and have materially greater financial
and other resources than we do. Our inability to compete effectively could result in a decline in our sales. As a result, we may
have to reduce our prices or increase our spending on marketing, advertising and product innovation. Any of these could negatively
affect our business and financial performance.



3





The
agricultural processing andbioenergy industry is complex, competitive, and has multiple companies competing for the
limited inputs of various grains and oil seeds. It is possible demand for input stocks will not remain economically viable based
on growing demand and future input prices and this is a concern to us but, in general, input stocks of GBE are subject to normal
commodity price variations and we do not believe any single company, or group of companies,currently has sufficient market power
to affect the price or supply of bioenergy in the world market.



With
the price of crude oil at high current levels, production activity in the bioenergy industry has increased dramatically, and competition
is also high for the recruitment of qualified technical personnel and processing equipment. However, a primary source of GBE’s
input stock is off-grade market of oil seed inputs. These inputs represent 20-30% of annual oil seed crop totals and for the foreseeable
are expected to provide a sufficient supply of inputs for the Company. This factor provides the Company with a competitive advantage
as it is the only company to our knowledge currently operating in Canada which has an off-grade seed crusher and produces fuel,
fuel grade oil, and additives from off grade oil seed.



Government
Regulation



Agricultural
processing andbioenergy operations in Canada are subject to various federal, provincial and local laws and
regulations which govern, development, production, exports, taxes, labour standards, occupational health, waste disposal,
protection of the environment, safety, hazardous substances and other matters. The Company believes that it is in compliance
in all material respects with applicable statutes and the regulations passed in Canada. As of April 30, 2011, there are no orders or directions relating to the Company with respect to the foregoing laws and regulations.



Environmental
Regulation



GBE’s
activities are subject to various federal, provincial and local laws and regulations governing protection of the environment. In
general, these laws are amended often and are becoming more restrictive. GBE’s policy is to conduct its business in a way
that safeguards public health and the environment and believes that its operations are conducted in material compliance with applicable
environmental laws and regulations. Since its incorporation, GBE has not had any material environmental incidents or non-compliance
with any applicable environmental laws or regulations. The Company estimates that it will not incur material capital expenditures
for environmental control facilities during the current fiscal year. GBE currently has a discretionary use permit and a Phase I
Environmental Assessment completed.



Regina Processing Plant



The
operations of GBE are located within the city limits of Regina, Saskatchewan, Canada at 1620 McAra Street. This manufacturing facility
comprises a rented building and land on a 1.5 acre corner property with an 8,800 square foot manufacturing plant on site. We rent
the site from our Chief Executive Officer.  See “Certain Related Party Transactions.”  The facility
has a fully certified weigh scale and silo grain storage for more than 100,000 bushels of input storage as well as shed and open-air
storage for more than 2000 Metric Tonnes (‘MT’) of processed oilseed meal.



GBE’s
plant is Western Canada’s first retail Bio-Diesel Fueling station and contains all the primary assets of the Company.



The
manufacturing facility has a rated capacity to generate a total annual production of oil on a current run rate of 150 MT of crushing
capacity equal to 19.7 million liters (approximately 18,250 MT) and approximately 30,000 MT of meal.



The
manufacturing facility has the capacity to generate a total annual production of biofuel on current run rates equal to 19.7 million
(18,250 MT). Additionally, our biofuel processors have a capacity to exceed 25 million liters of fuel production capability.



Crushing
Operations and Products



All
of our products are produced at our plant in Regina, Saskatchewan, Canada through the use of our proprietary process, which utilizes
a double crush mechanical process with a “Hydro Jacket Heated Seed Entry” system. GBE’s plant has an oil seed
crushing capacity of 150 MT/Day which produces two co-products, oil and meal.  Our proprietary process maximizes oil
extraction to more than 90% and creates an oil seed meal capable of being pelletized, further processed to manufacture pet or other
livestock feeds, extract proteins, or shipped raw due to its dry non-compacting properties.



4





The
crushing process begins at Stage 1 (see diagram below) where various oil seeds enter the crushing operations located inside the
manufacturing facility through an initial hopper where the seed is dispersed along the proprietary  heated hydro jacket
that heats the seed to 60 degrees. This heat increases the capacity of the crushers to extract a maximum amount of oil. After passing
along the entire span of the heated hydro jacket the seed is equally distributed to the array of primary crushers for its initial
expeller crush. The oil and seed are separated and the meal is conveyed through an auger system to second stage crushing. The oil
is then deposited into a common oil filter system where it is heated and centrifuged and sent to bulk storage located inside a
heated environment in the building.



The
crushed meal from Stage 1 is deposited into the re-crushers at Stage 2 where additional oil is extracted and deposited to the common
oil filter system.  The meal is then conveyored and distributed through an auger system to storage outside the main facility
where it is either held for customer pick up or re-directed to two peletting machines where it can be further prepared for either
bagging or bulk pick up by the customer.



The
oil produced is a COPA Type III which can be: (i) sold to food processors for additional refining; (ii) sold at the retail pump
located on our premises because it meets or exceeds specifications required to produce ASTM D6571 standard for retail bio-diesel,
or (iii) manufactured at our plant into value added retail products, such as lubricants.



Two Stage Crushing
System of GBE



Processor
Operations



The
Company has both a prototype and a reengineered second generation biofuel processors on site. The capacity of these two processors
when combined is greater than 20 - 30 Million liters per year. The processors are shielded in a firewalled separate location
inside the main facility, but are sufficiently portable to be rapidly deployed to other locations.



The
oil generated from the crushing process can be further processed using a “waterless” processing method that, through
low heat and no pressure, converts bio oil to biodiesel. This is achieved by putting the oil through a chemical process that adds
a mixture of methoxide and using various mineral plate filters that creates biodiesel. GBE uses a bleaching clay to clarify the
fuel, which is then pumped through filtration centrifuges and finally to storage tanks for retail distribution. A by-product of
this process is glycerin that can be sold for various secondary industries including cosmetic and co-generation power systems.



All
processes of the Company are waterless, non-toxic, effluent friendly, and are considered “green” because of their continuous
flow nature.



Bottling
& Retail Operations



Substantially
all of the retail functions, product creation, bottling, labeling and marketing are, performed at the manufacturing facility. The
products that we bottle and label are our lubricants and dust suppressants. We also manufacture, distribute, and retail essential
oils, camelina, canola, flax, and hemp, in various formats including capsules, gourmet cooking oils, and skin care formulations.
The product creation is a labor intensive process of filling bottles and wrapping them with labels. As the Company grows, we plan
to automate some processes in this area.



5





Subsidiaries



Our primary subsidiary is
GBE, a Saskatchewan corporation that is a 95.1% owned subsidiary.



Intellectual
Property



We
do not own, either legally or beneficially, any patents, trademarks, servicemarks, or other registered intellectual property. We
license certain patented intellectual property from the Canadian Department of Fisheries and Oceans.  We have applied
for patent protection for our proprietary process.  However, due to the rapid pace of the bioenergy industry's development,
we believe that the legal protection for our product is less significant to our success than the knowledge and technical expertise
of our personnel.



Sales
and Distribution



On
January 12, 2011, we expanded our sales network and entered into a five year non-exclusive distribution agreement with K.N.D.
Feeds Ltd. (‘KND’) of Saskatchewan to market our crude canola oil and canola meal off-take on an on-going basis to
an expanded base of customers on a global scale.  KND is a well respected Saskatchewan based supplier to the livestock
feed market, which has been in the feed/commodities sales business since the mid 1980’s. Under this marketing agreement,
KND has committed to market the Company’s canola products. The agreement is comprehensive and has sales estimates of 400
metric tons of canola oil and 600 metric tons of canola meal off take per month for the next five (5) years. The majority of this
oil is intended for the fast growing animal feed market.



The
Company entered into a Joint Venture Agreement, dated April 29, 2011 (the “First JV Agreement”) with Chongqing Grain
Group, Inc. (“CGC”) to establish a joint venture (the “First Joint Venture”) for the purpose of: (i) agricultural
commodities international trade ; (ii) managing and creating logistical channels; (iii) leasing or acquiring one or more 200,000
to 300,000 metric-tons facilities suitable for crushing; and (iv) expanding or building 850,000 metric-tons crushing facilities.
The First JV Agreement provides that the term of the First Joint Venture will be perpetual, subject to certain early termination
events, and that the First Joint Venture will be managed by a board of directors, two of whom will be selected by CGC and one of
whom will be selected by the Company. The parties have agreed to contribute an aggregate of Three Million Dollars ($3,000,000)
to the First Joint Venture, of which the Company is committed to contribute five percent (5%) and CGC is committed to contribute
ninety-five percent (95%). The Company and CGC will be entitled to receive five percent (5%) and ninety-five percent (95%), respectively,
of the profits of the First Joint Venture. In addition, the Agreement provides that the Company will be committing to source 500,000
metric tons of canola seeds at a minimum to the First Joint Venture on a yearly basis.



The
Company entered into a second Joint Venture Agreement, dated May 18, 2011 (the “Second JV Agreement”) with Wuhan Haitong
Shipping and Logistics Co., Ltd (“Wuhan”) to establish a joint venture (the “Second Joint Venture”) for
the purpose of: (i) agricultural commodities international trade; (ii) managing and creating logistical channels; (iii) acquiring
one or more 150,000 metric-tons facilities suitable for crushing; and (iv) expanding or building new crushing facilities. The Second
JV Agreement provides that the term of the Second Joint Venture will be perpetual, subject to certain early termination events,
and that the Second Joint Venture will be managed by a board of directors, two of whom will be selected by Wuhan and one of whom
will be selected by the Company. The parties have agreed to contribute an aggregate of Five Million Chinese Yuan to the Second
Joint Venture, of which the Company is committed to contributing thirty percent (30%) to forty percent (40%) and Wuhan is committed
to contribute sixty percent to seventy percent (70%). The Company and Wuhan will be entitled to receive thirty percent (30%) to
forty percent (40%) and sixty percent (60%) to seventy percent (70%), respectively, of the profits of the Second Joint Venture.







6





Recent
Developments



The
Company entered into an Investment Agreement with Centurion Private Equity, LLC (“Centurion”) on April 12, 2011.
 Pursuant to the Investment Agreement, Centurion committed to purchase up to $30,000,000 of our common stock, over a period
of time terminating upon the earlier of (i) 30 months from the effective date of the registration statement; or (ii) 36 months
from the date of the Investment Agreement, subject to an effective registration statement covering the resale of the common stock
and subject to certain conditions and limitations set forth in the Investment Agreement, including limitations based upon the trading
volume of the Company’s common stock. The maximum aggregate number of shares issuable by us and purchasable by Centurion
under the Investment Agreement is that number of shares of common stock having an aggregate purchase price of $30,000,000.
This arrangement is sometimes referred to as an “Equity Line.”





Employees



Our subsidiary GBE employees
5 full time technical and administrative staff. We expect a significant increase in the number of our employees over the next
12 month period as we implement our strategic plans. We contract with outside professionals for legal, audit, accounting, and regulatory
filing services as required.



Properties



Our
executive, administrative, and operating offices and manufacturing facilities are located at 1620 McAra Street, Regina, Saskatchewan,
Canada, S4N 6H6. We lease approximately 8,800 square feet at a cost in 2010 of $3,000 to $3,500 per month and in 2011 cost of $4,000
per month. We believe these facilities are adequate for our current needs and that alternate facilities can be acquired if needed.
However, we believe we are currently paying below market rates for our premises because they are leased from a company owned by
our Chief Executive Officer and his family members.



In
March 2011 we entered into a lease agreement with Great Plains Oil and Exploration, LLC for a seed processing and storage facility
in Culbertson, Montana.  The lease provides for the payment of a base rent of $10,000 per month plus an additional rent
based upon the amount of seed crushed.  Due to a dispute regarding the condition of the facilities, we have not occupied
the property and have not paid any rent.  Although we do not believe that we have any payment obligation with respect
to the lease and therefore have not paid any amounts under such lease, the landlord has notified us that they terminated our lease
for nonpayment and were holding us responsible for the lease payments.  We intend to defend our position, however, there
can be no assurance that we will be successful in such defense and if a court were to determine that we owed money under the lease,
our financial position would be impacted by at least $10,000 per month (the base rent).





7





ITEM 1A.   RISK
FACTORS



In
addition to other information in this report, the following risk factors should be carefully considered in evaluating our business
because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a
result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking
statements.  Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial,
may also impact our business, operating results, liquidity and financial condition.  If any such risks occur, our business,
operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances,
the trading price of our securities could decline, and you may lose all or part of your investment.



Risks Related To Our
Company



We have a limited
operating history on which to base an evaluation of our business and prospects.



We
were incorporated on October 17, 2005 and recently became engaged in the bioenergy related business. Although our subsidiary
has been in the bioenergy related business since February 14, 2006, it has never earned a profit from such operations. In addition,
our operating history has been restricted to the small scale production and sale of processed agricultural commodities and bioenergy
related products and this does not provide a meaningful basis for an evaluation of our prospects. We have no way to accurately
evaluate the likelihood of whether we will be able to build and operate our business successfully. We anticipate that we will continue
to incur operating costs without realizing any profits for the foreseeable future and therefore expect to continue to incur significant
losses into the foreseeable future. We recognize that if we are unable to generate significant additional revenues from the sale
of our products, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect
to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their
business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure
to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption
as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations.



The fact that we have
not earned any profits since our incorporation raises substantial doubt about our ability to continue as a going concern.



Although our subsidiary has generated
revenues, we have not generated any profits from operations since our incorporation and we anticipate that we will continue
to incur operating expenses without revenues unless and until we are able to further expand and develop our base of
customers. The opinion of the independent registered accounting firm for our fiscal year ended April 30, 2010 and April 30,
2009 is qualified subject to substantial doubt as to our ability to continue as a going concern due need for additional
working capital for our planned activity and to service our debt.   On April 30, 2011 we had cash in the amount of
$148,240, working capital deficit of $(2,594,071) and an accumulated deficit of (5,126,805). We incurred a net loss of
$(2,616,782) for the year ended April 30, 2011. We incurred a net loss of $597,266 and had an accumulated deficit of
$2,524,685 for the year ended April 30, 2010.  We estimate our average monthly operating expenses to be
approximately $60,000 to $90,000, including production costs, management services and administrative costs, which exceeds our
current monthly revenue. Should the results of our planned business model require us to increase our current operating
budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12
months.  Other than the Equity Line, for which we have no assurance that we will meet the conditions for its
use, and a small line of credit, we do not have any committed sources of funding.  As we cannot assure a
lender that we will be able to successfully generate profits, we will probably find it difficult to raise debt financing from
traditional lending sources. We have traditionally raised our operating capital from sales of equity securities and
shareholder loans, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that
we need to continue our operations, we may be forced to delay, scale back, or eliminate our activities. If any of these were
to occur, there is a substantial risk that our business would fail. Management has plans to seek additional capital through
private placements and/or public offerings of our capital stock.



Our
activities will be subject to environmental and other industry regulations which could have an adverse effect on our financial
condition.



Our
activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation
generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association
with production operations, which could result in environmental pollution. A breach of such legislation may result in imposition
of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments.
Environmental legislation is evolving in a manner which means stricter standards and enforcement, fines and penalties for non-compliance
are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and
directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect
on the financial condition of the Company. Failure to comply with applicable laws, regulations, and permitting requirements may
result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be
curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial
actions.



8





We
are currently in default under our notes issued to the Business Development Bank of Canada and if we do not have sufficient funds
to pay the secured notes issued to the Business Development Bank of Canada when demand is made, the note holder has the right to
foreclose upon our assets, which could force us to suspend all operations.



We
have not made all of the required payments under our note issued to the Business Development Bank of Canada.  If the
Business Development Bank of Canada should demand payment and we are unable to renegotiate the terms of the note, the note holder
could declare the note in default and may seize our assets, which would force us to suspend all operations.  Our secured
note in the principal amount of $250,000, requires monthly payments of $2,135 with a final payment due in October 2018, of which
$21,903 is in arrears. We owed a total of  $241,690 as of April 30, 2011 under the note and the note is secured by a
lien on all of our assets.  In addition, as of April 30, 2011 we owe $4,120 under a notes also issued to the Business
Development Bank of Canada.  If our revenue from operations is not sufficient to repay these loans the bank could foreclose
upon ours assets.  Our Chief Executive Officer has personally guaranteed repayment of 75% of the amount outstanding under
each of these notes. Our ability to continue to operate could be dependent upon our Chief Executive Officer’s ability
to pay our loan in that if we are unable to raise additional funds to repay the note secured by our assets.



We
also owe substantial amounts for advances which are due on demand and other loans due on demand.  If demand should be
made and we are unable to pay the amounts due, the entities making demand could institute legal proceedings against us.



If we do not have
sufficient funds to pay the secured note when it becomes due, the note holder has the right to reposses certain assets,
which could force us to suspend all operations.



If
we do not repay the outstanding principal balance and accrued interest, which is currently $832,139, on our advances  or our demand loans which aggregate $245,663 as of April 30, 2011, the holders could declare us in default and commence
proceedings against us. We currently do not have the funds necessary to pay all of such amounts.   Our ability to
continue to operate could be dependent upon our ability to repay these loans. We do not have any specific financing plan for the
repayment of such debt. As of the date of filing, $60,000 lump sum payment has been made towards this debt.



We
rely on the use and development of proprietary intellectual property which may become obsolete or be supplanted by better processed
used or developed by competitors.



The
success of our operations rely to a significant degree upon our ability to develop, maintain and protect proprietary products and
technologies, including our proprietary crushing process. At present, we have not filed applications for any patents on our proprietary
technologies and these could be at risk of being copied or stolen by competitors. Additionally, even if we do receive patent protection
of our proprietary processes, patents will provide only limited protection and would likely require substantial costs to enforce.
If our trade secrets become known, our business and competitive position could be adversely affected. Additionally, if we do not
continually invest in the development of new processes and technologies, our current processes and technologies may become obsolete
and this could have a material negative impact on our business.



We
currently rely on certain key individuals and the loss of one of these key individuals could have an adverse effect on the Company.



We
believe that our future success is highly dependent upon the efforts of our President and CEO, CFO, PAO, Treasurer and Secretary,
Chair and Director, the loss of any of whose services could have a material adverse effect on the success and development of the
Company. Additionally, we currently do not and do not anticipate having key man insurance in place in respect of our director
and senior officers in the foreseeable future.



The
Company’s operation would not survive a complete oil seed crop failure.



In
the event a total oil seed crop failure were to occur, we would not have sufficient inputs for our production processes and would
not be able to create the products we sell to our customers. If the failure were to occur in the near future, we would not likely
survive the crop failure given our current liquidity and capital resources.



The Company’s
products are subject to defect which diminishes their value and the Company’s ability to sell.



The
meal that is sold to agriculture feeders, such as chicken farm and cattle feedlots, must be of certain grades of meal that has
high protein animal feed content.  If the meal we produce does not have the necessary protein or other content required
by a livestock producer, one of our main product lines may not be saleable or may only be saleable at reduced prices which may
be unprofitable to us.  Additionally, we may experience meal productions runs where the meal is of low quality or tainted
and unfit for sale, which could have a material negative impact on our current sales revenue, product reputation, and future saleability
of our products.



9





The
Company is subject to operating risks which may adversely affect the Company’s financial condition.



Our operations are subject
to risks normally incidental to manufacturing operations which may result in work stoppages and/or damage to property. This may
be caused by:



●       Breakdown
of our crushers;

●       Breakdown
of the processes that create our end products;

●       Labor
disputes;

●       Foreign
exchange rates;

●       Imposition
of new government regulations;

●       Sabotage
by operational personnel;

●       Cost
overruns; and

●       Fire,
flood, or other Acts of God.



If
any of the above were to occur, our business could be adversely effected.  We currently do not have insurance that covers
lost profits due to work stoppage and therefore we would have to bear the entirety of any such loss.



We require substantial
funds to operate effectively.



Several significant factors
related to our operational cash requirements include, but are not limited to:



| | ● | Costs of production, including manufacturing labor and operation and maintenance of production facilities;
| | - | ----------------------------------------------------------------------------------------------------------
| | ● | Research and development expenses;                                                                        
| | ● | Availability and costs of financing; and                                                                  
| | ● | Regulatory compliance regulations and restraints.                                                         



We
may need to raise additional funds in order to support further expansion, meet competitive pressures, or respond to unanticipated
requirements.  We currently do not have any commitments for additional funding other than the Equity Line but there can
be no assurance that we will meet the conditions necessary to allow us to use the Equity Line.



Our insurance does
not cover all of our potential losses, liabilities and damage related to our business.



We
have a general insurance policy that covers our equipment in the amount of $500,000, however insurance may not cover all of our
losses if damage does occur and our operation would be disrupted if our crushers and processes were destroyed or damaged by fire,
flood, tornado and severe wind gusts. It is not always possible to obtain insurance against all such risks and we may decide not
to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or
eliminate any further profitability and result in increasing costs and a decline in the value of our securities.



Competition
may hamper our ability to acquire inputs and labor necessary to operate the Company, which may have an adverse impact on our operations.



The
agricultural commodity processing and bioenergy industry is complex, competitive, and has multiple companies competing for the
limited inputs of various grains and oil seeds. It is possible demand for input stocks will not remain economically viable based
on growing demand and future input prices.



We
compete with other agricultural processing and bioenergy companies for raw materials. In identifying and acquiring raw materials,
we may compete with many companies possessing greater financial resources and technical facilities. This competition could adversely
affect our ability to acquire raw materials in the future. Accordingly, there can be no assurance that we will acquire sufficient
raw materials in the future to support a commercial viable operation.



Significant
and increasing competition exists for labor and executives in Saskatchewan and minimum wage laws and compensation arrangements
are rising where we carry on business. As a result of this competition, some of which is with large companies with substantial
capabilities and greater financial resources than the Company, we may be unable to acquire skilled labor on terms we consider acceptable.
The Company also competes with other companies for the recruitment and retention of qualified employees and other personnel. We
compete with multinational corporations with significant financial resources. These competitors can use their resources and scale
to rapidly respond to competitive pressures and changes in consumer preferences by introducing new products, reducing prices or
increasing promotional activities. Many of our competitors have longer operating histories and have materially greater financial
and other resources than we do.    Our inability to compete effectively could result in a decline in our sales.
As a result, we may have to reduce our prices or increase our spending on marketing, advertising and product innovation. Any of
these could negatively affect our business and financial performance.



10





The Company may experience
difficulty attracting and retaining qualified management to meet the needs of its anticipated growth, and the failure to manage
the Company’s growth effectively could have a material adverse effect on its business and financial condition.



The
Company intends to grow its business both internally and through acquisitions.  Further growth and expansion of our business
would place additional demands upon our current management and other resources and would require additional production capacity,
working capital, information systems, management, operational and other financial resources. In order to expand our business, we
will need to increase our sales volume and expand our sales territory.  The Company’s existing management resources
and operational, financial, human and management information systems and controls may be inadequate to support existing or expanded
operations.  The Company currently has limited business operations and has no history of managing growth.  Such
expansion will require significant additional expenditures for manufacturing, raw materials inventory and marketing and we will
not be able to effectuate any such expansion without additional capital.   Further growth of the Company will also depend
on various factors, including, among others, our ability to attract and retain new employees, the development of new products,
competition and governmental regulation of the agricultural processing and bioenergy industry.



The
Company’s prospects depend in part on the ability of its executive officers and senior management to operate effectively,
both independently and as a group. To manage its growth, the Company may have to attract and retain additional highly qualified
management, financial and technical personnel and continue to implement and improve operational, financial and management information
systems. Not all of the foregoing factors are within our control. No assurance can be given that our business will grow in the
future and that we will be able to effectively manage such growth. If we are unable to manage growth effectively, our business,
results of operations and financial condition would be materially adversely affected. Investors must be willing to rely to a significant
extent on management’s discretion and judgment, as well as the expertise and competence of outside contractors which can
be very expensive.



If
the Company is successful in identifying and closing acquisitions, it faces additional risks, including among others, difficulties
and expenses incurred in the consummation of acquisitions and assimilation of the operations, technologies, personnel and services
or products of the acquired companies, difficulties of operating new businesses and retaining their customers, the diversion of
management’s attention from other business concerns and the potential loss of key employees of the acquired company.  The
Company has no history or experience in successfully integrating acquired businesses and may be unable to successfully manage these
risks.  The Company may have difficulty retaining employees.  In addition, any acquisitions by the Company
may involve certain other risks, including the assumption of additional liabilities and potentially dilutive issuances of convertible
debt or equity securities.



Our
current management controls a large portion of the right to vote our common stock and they may be able to exert significant influence
over the Company indefinitely.



Michael
Shenher, our Chairman, President, Chief Executive Officer and Chief Financial Officer and his wife have the right to control the
vote of 22.57% of our outstanding common stock. As a result, they may be able to exert significant influence over our management
and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate
transactions, for an indefinite period of time. This concentration of voting control might have the effect of delaying or preventing
a change in control and might adversely affect the market value of our common stock in the future and the voting rights of our
other stockholders.



Compliance
with environmental regulations can be costly, and we may become subject to further environmental compliance requirements in connection
with our operations, which could materially and adversely affect our results of operations and financial condition.



We
are required to comply with national and local regulations regarding environmental protection for the operation of our plant. We
believe we have all the environmental permits that are necessary under current laws and regulations to conduct our business.  To
the extent that any plant we acquire in the future may have been in compliance with environmental protection laws and regulations
at the time they were constructed, we cannot assure you that that we will not be required to make a retroactive application of
current laws and regulations to such old plants after their acquisition by us. Compliance with environmental regulations can be
very expensive, and non-compliance with these regulations may result in adverse publicity, potentially significant monetary damages
and fines and suspension of our business operations. In addition, if more stringent regulations are adopted in the future, the
costs of compliance with these new regulations could be substantial. If we fail to comply with any future environmental regulations,
we may be required to pay substantial fines, suspend production or even cease operations. We do not carry any insurance for damages
resulting from failure to comply with environmental regulations.



11





Failure to establish
and maintain distributor relationships could negatively impact sales of our products.



We
plan to license the distribution of products through various distributors as well as internationally through independent distributors.
Our success will in part depend upon our ability to recruit, retain and motivate distributors. In our efforts to attract and retain
distributors, we will compete with other companies that are more established.  Our operating results will be harmed if
our products do not generate sufficient interest to attract and retain distributors.



We
will not be able exert full control over our licensees and distributors and this could lead to harmful claims against us.



We
have non-exclusively licensed the distribution of certain products to a third party.  Since our distributors will be
independent contractors, we will not be able to exert the same level of control over them as we do with employees.  Therefore,
we will be subject to the risk that the licensees and distributors will not comply with our policies and procedures, which could
result in harmful claims against us.



We
are subject to foreign currency exchange risks.



We
will be exposed to foreign currency exchange rate risks that are inherent in our anticipated sales that are denominated in currencies
other than the United States dollar. Although we attempt to mitigate our exposure to fluctuations in currency exchange rates, these
hedging activities may not always be available or adequate to eliminate, or even mitigate, the impact of our exchange rate exposure.
Failure to sufficiently hedge or otherwise manage foreign currency risks properly could materially and adversely affect our revenues
and gross margins.



We
have no independent audit committee nor do we have an audit committee financial expert at this time. Our full board of directors
functions as our audit committee and is composed of one director who is not considered independent. This may hinder our board of
directors’ effectiveness in fulfilling the functions of the audit committee.



Currently,
we have no independent audit committeenor do we have an audit committee financial expert at this time. Our full board
of directors functions as our audit committee and is comprised of one director who is not considered to be "independent"
in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). An
independent audit committee plays a crucial role in the corporate governance process, assessing the Company's processes relating
to its risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes.
The lack of an independent audit committee may prevent the board of directors from being independent from management in its judgments
and decisions and its ability to pursue the board's responsibilities without undue influence. We may have difficulty attracting
and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors,
the management of our business could be compromised. In addition, no one on our board of directors is considered to be a “financial
expert” such that none of the directors have the education or experience of being a chief financial officer.



Our
board of directors, which consists of one director, acts as our compensation committee, which presents the risk that compensation
and benefits paid to these executive officers who are board members and other officers may not be commensurate with our financial
performance.



A compensation
committee consisting of independent directors is a safeguard against self-dealing by company executives. Our board of directors
acts as the compensation committee and determines the compensation and benefits of our executive officers, administers our employee
stock and benefit plans, and reviews policies relating to the compensation and benefits of our employees. Although all board members
have fiduciary obligations in connection with compensation matters, our lack of an independent compensation committee presents
the risk that our executive officer on the board may have influence over his personal compensation and benefits levels that may
not be commensurate with our financial performance.



Risks
Associated With Agricultural Processing and Bioenergy



Agricultural
processing and bioenergy business development activities are speculative in nature.



Agricultural
processing andbioenergy and its related businesses is a new industry and are a speculative business, characterized
by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to develop
marketable products, establish wholesale and retail delivery channels, and to acquire wide consumer acceptance. The marketability
of bioenergy products produced by the Company may be affected by numerous factors which are beyond our control and which cannot
be accurately predicted, such as market fluctuations, the proximity and capacity of agricultural commodity supplies, wholesale
and retail markets and such other factors as government regulations, including regulations relating to product testing, waste management,
allowable production, importing and exporting of agricultural products and environmental protection issues, the combination of
which factors may result in the Company not receiving an adequate return of investment capital.

12





Our
business depends on the competitiveness of agricultural processing and bioenergy to other forms of energy generation. Fewer bioenergy
plants may be successful or if other energy sources become less expensive, which could have a material adverse effect on our results
of operations, financial condition and growth prospects.



The
demand for bioenergy depends in part on the cost of generation from other sources of energy. The terms under which supplies of
petroleum, coal, natural gas and other fossil fuels, as well as uranium, can be obtained are key factors in determining the economic
interest of using these energy sources rather than bioenergy sources. The principal energy sources in competition with bioenergy
sources are petroleum, coal, natural gas and nuclear energy. A decline in the competitiveness of products derived from other energy
sources in terms of cost of generation, technological progress in the exploitation of other energy sources, discovery of large
new deposits of oil, gas or coal, or the recent decline in prices of those fuels from historically high levels, could weaken demand
for products generated from bioenergy sources.



Substantial expenditures
are required to establish bioenergy production facilities and marketing channels.



Substantial
expenditures are required to establish economically feasible bioenergy production processes and develop processing facilities and
infrastructure. Although substantial benefits may be derived from the discovery and development of marketable bioenergy related
products, no assurance can be given that the production of such products will be economically feasible or result in profitable
operation. Additionally, production costs can be affected by such factors as environmental permitting regulations and requirements,
weather, environmental factors, unforeseen technical difficulties, and work interruptions.



Agricultural
processing and bioenergy operations are subject to applicable law and government regulation. Even if we produce marketable products
in a commercially viable quantity, these laws and regulations could restrict or prohibit our business. If we cannot produce our
products in sufficient quantities due to government restrictions, our business may fail.



The
production of bioenergy related products requires permits from various foreign, federal, state, provincial and local governmental
authorities and are governed by laws and regulations, including those with respect to production, product development, transport,
export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, manufacturing
facility safety and other matters. There can be no assurance that our operations will always conform to regulatory requirements
or that we will always obtain or maintain any of the permits required for continued production and development of our products
at economically viable levels. If we cannot accomplish these objectives, our business could fail.



We
believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be
no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able
to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all licenses and
permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals
are required and are not obtained, we may be delayed or prohibited from proceeding with planned production, development, or expansion
activities.



The
agricultural processing and bioenergy industry depends heavily on supplies of agricultural commodities and products and faces severe
risks related to crop failures.



The
bioenergy industry is heavily reliant on the supply of agricultural commodities and products from farmers. Farming is an inherently
risky industry and is susceptible to crop failures due to weather, lack of water supplies, the infestation of pests and insects,
and numerous other potential risks. As a result, bioenergy producers are also susceptible to these same risks.



Agricultural
commodity prices are subject to dramatic and unpredictable fluctuations.



The
price of agricultural commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control,
including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates,
global or regional consumptive patterns, speculative activities and increased production due to changes in allowable farming methods.
The effect of these factors on the price of agricultural commodities, and therefore the economic viability of our operations, cannot
accurately be predicted.



13





The
bioenergy industry is a new and emerging market and therefore there is no assurance that customers will purchase our products.



The
Company competes against existing products in the market place that are not bioenergy products such as agriculture products like
hay, chicken feed, corn, gasoline and synthetic oil. A goal of the Company is to market its products in mainstream retail markets
where it will face heavy competition from existing products. To be successful, we will need to educate mainstream retailers such
as Canadian Tire, Rona, Home Depot, and other retailers about our products in order to stimulate demand.  If a demand
cannot be created, the sales of our products will be diminished relative to our competition who have established customers and
distribution networks.



Downward
fluctuations in the pricing of competing products may drive down bioenergy products prices.



The
Company’s future profitability will depend upon the market prices for bioenergy products, such as bio diesel, meal, mustard
oil, and canola oil and bio diesel conditioner. If the prices for competing products drop, the Company may need to adjust its prices
downward and this may result in less sales revenue and decrease in profitability. Bioenergy product pricing is influenced by many
factors including: retail supply and demand of like products; non-bioenergy competitor product innovations; and development of
new technologies by non-bioenergy competitors. All these factors are beyond our control and may result in decreased profitability
of our products.



Risks Associated with
Our Common Stock



Trading
on the OTCQB may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our
stockholders to resell their shares.



Our
common stock is quoted on the Over-The-Counter QB of the Financial Industry Regulatory Authority (“FINRA”). Trading
in stock quoted on the Over-The-Counter QB is often thin and characterized by wide fluctuations in trading prices, due to many
factors that may have little to do with our operations or business prospects. This volatility could depress the market price of
our common stock for reasons unrelated to operating performance. Moreover, the Over-The-Counter QB is not a stock exchange, and
trading of securities on the Over-The-Counter QB is often more sporadic than the trading of securities listed on a quotation system
like NASDAQ, or a stock exchange like NYSE Amex. Accordingly, shareholders may have difficulty reselling any of their shares.



Our
stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales
practice requirements, which may limit a stockholder’s ability to buy and sell our stock.



Our
stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock”
to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The
term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with
a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing
the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer
and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special
written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written
agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the
secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the
ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.



In
addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules
that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that
the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability
that speculative low-priced securities will not be suitable for at least some customers. FINRA’s requirements make it more
difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell
our stock.

14





Investors
may incur dilution.



The
Company may issue additional shares of its equity securities to raise additional cash to fund acquisitions or for working capital.  If
the Company issues additional shares of its capital stock, investors in this offering will experience dilution in their respective
percentage ownership in the Company.



There
is no intention to pay dividends at the present time.



The
Company has never paid cash dividends or made other cash distributions on the common stock, and does not expect to declare or pay
any dividends in the foreseeable future.  The Company intends to retain future earnings, if any, for working capital
and to finance current operations and expansion of its business.



Failure
to attract, train and retain skilled managers and other personnel could increase costs or limit growth.



The
Company believes that its future success will depend in large part upon its ability to attract, train and retain additional highly
skilled executive-level management and creative, technical, financial and marketing personnel.  Competition for such
personnel is intense, and no assurance can be given that the Company will be successful in attracting, training and retaining such
personnel.  The Company’s need for executive-level management will increase if it grows.  Most of the
Company’s employees have joined the Company recently.  If the Company fails to attract, train and retain key personnel,
its business, operating results and financial condition will be materially and adversely affected.





ITEM 1B.  UNRESOLVED
STAFF COMMENTS



None.





ITEM 2.  PROPERTIES



Executive
Offices



Our
executive, administrative, and operating offices and manufacturing facilities are located at 1620 McAra Street, Regina, Saskatchewan,
Canada, S4N 6H6. We lease approximately 8,800 square feet at a cost in 2010 of $3000 per month and in 2011 at a cost of $3,500
to $4,000 per month. We believe these facilities are adequate for our current needs and that alternate facilities can be acquired
if needed. However, we believe we are currently paying below market rates for our premises because they are leased from a company
owned by our Chief Executive Officer and his family members.



Regina
Processing Plant



The
operations of GBE are located within the city limits of Regina, Saskatchewan, Canada at 1620 McAra Street. This manufacturing facility
comprises a rented building and land on a 1.5 acre corner property with an 8,800 square foot manufacturing plant on site. The facility
has a fully certified weigh scale and silo grain storage for more than 100,000 bushels of input storage as well as shed and open-air
storage for more than 2000 Metric Tonnes (‘MT’) of processed oilseed meal. GBE’s plant contains all the primary
assets of the Company.



We
lease the premises where our facilities are located from 101142131 a Saskatchewan Ltd, a company owned by our Chief Executive
Officer and his family members.  The lease commenced on February 1, 2011, and terminates on July 31, 2013, unless extended
or renewed.   The annual rent is $48,000 USD payable in advance, on the first day of each and every month during
the term in equal monthly installments of $4,000 USD. The lease is a triple net lease and therefore we are responsible for the
payment of certain expenses.



Other
Property



In
March 2011 we entered into a lease agreement with Great Plains Oil and Exploration, LLC for a seed processing and storage facility
in Culbertson, Montana.  The lease provides for the payment of a base rent of $10,000 per month plus an additional rent
based upon the amount of seed crushed.  Due to a dispute regarding the condition of the facilities, we have not occupied
the property and have not paid any rent.  Although we do not believe that we have any payment obligation with respect
to the lease and therefore have not paid any amounts under such lease, the landlord has notified us that they terminated our lease
for nonpayment and were holding us responsible for the lease payments.  We intend to defend our position, however, there
can be no assurance that we will be successful in such defense and if a court were to determine that we owed money under the lease,
our financial position would be impacted by at least $10,000 per month (the base rent).





15





ITEM 3.  LEGAL PROCEEDINGS



Other
than the items noted below, we know of no material, existing or pending legal proceedings against our Company, nor are we involved
as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to
our interest.



On
October 9, 2009, Shafer Commodities Inc. of Vancouver, BC, Canada filed a Statement of Claim for $24,345 in the Court of Queen's
Bench Saskatoon against GBE pursuant to an invoice dispute. In respect of this matter, GBE is the plaintiff in a counterclaim against
Shafer Commodities Inc. of Vancouver, BC, Canada in respect to an amount of $68,171 owed by Shafer Commodities to GBE. A court
date to settle this matter has not yet been set.



During
the nine months ended January 31, 2011, the Company reached a settlement with the City of Regina regarding an odor complaint against
its plant in Regina.



On June 29, 2011, 101122401
Saskatchewan Ltd. of Regina Saskatchewan filed a Statement of Claim for $1,450,000 in shares as a result of share purchase
agreement to acquire Brecknock Brewing Company. The share agreement set out requirements to be met by the management of
Brecknock in order to consummate the transaction an in the opinion of CPOW management and counsel those were not met by
Brecknock. We are currently preparing a counter claim against the Brecknock directors for misrepresentation and in lieu of
that for the significant loss of revenue this represented to CPOW for their failure to meet the closing conditions.



We
may occasionally become subject to legal proceedings and claims that arise in the ordinary course of our business. It is impossible
for us to predict with any certainty the outcome of pending disputes, and we cannot predict whether any liability arising from
pending claims and litigation will be material in relation to our consolidated financial position or results of operations.





ITEM 4.  [REMOVED
AND RESERVED]





16





PART
II



ITEM 5.  MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information



Our
common shares are quoted on the Over-the-Counter Bulletin Board (OTCBB) under the symbol “CPOW”. The following table
set forth, for each of the quarterly periods indicated, the high and low sales price for our common stock as reported onwww.bloomberg.com.
The market for our shares is limited, volatile and sporadic. These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.



|Quarter Ended                                  |  |     | High |  | Low | 
|---------------------------------------------- |  | --- | ---- |  | --- | 
|Fiscal 2011 (May 1, 2010 – April 30, 2011)     |  |     |      |  |     | 
|                                               |  |     |      |  |     | 
|First Quarter                                  |  | US$ | .95  |  | .31 | 
|                                               |  |     |      |  |     | 
|Second Quarter                                 |  | US$ | .70  |  | .20 | 
|                                               |  |     |      |  |     | 
|Third Quarter                                  |  | US$ | .40  |  | .13 | 
|                                               |  |     |      |  |     | 
|Fourth Quarter                                 |  | US$ | .16  |  | .08 | 
|                                               |  |     |      |  |     | 
|Fiscal 2010 (July 1, 2009 – April 30, 2010)(1) |  |     |      |  |     | 
|                                               |  |     |      |  |     | 
|First Quarter                                  |  | US$ | .10  |  | .01 | 
|                                               |  |     |      |  |     | 
|Second Quarter                                 |  | US$ | .01  |  | .01 | 
|                                               |  |     |      |  |     | 
|Third Quarter                                  |  | US$ | .48  |  | .30 | 
|                                               |  |     |      |  |     | 
|Fourth Quarter (through April 30, 2011)(1)     |  | US$ | .25  |  | .25 | 



|(1) | On April 29, 2010 a change to our year end was made, which has changed our quarterly reporting cycle from a Sept/Dec/March/June cycle to a July/Oct/Jan/April cycle going forward.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Shareholders



On April 30, 2011, there
were 133 shareholders of record of our common stock.



Dividends



As
of April 30, 2011, we had not paid any cash dividends on shares of our common stock and we do not expect to declare any or pay
any dividends on shares of our common stock in the foreseeable future.  We intend to retain earnings, if any, to finance
the development and expansion of our business.  Our future dividend policy will be subject to the discretion of our board
of directors and will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by the
board.



Recent Sales of Unregistered
Securities



In
May 2010 we issued 28,426,612 shares of our common stock to 128 investors as part of a share exchange in exchange for shares of
our subsidiary.These issuances of shares qualified for exemption under Regulation S of the Securities Act of 1933
because the securities were issued to non US citizens without direct selling efforts in the United States.



In
November 2010 we issued 1,466,888 shares of our common stock to two individuals as payment for amounts owed by our subsidiary to
the individuals for services rendered by such individuals to our subsidiary.  These issuances of shares qualified for
exemption under Regulation S of the Securities Act of 1933 because the securities were issued to non US citizens without direct
selling efforts in the United States.



17





In
November 2010 we issued 91,050 shares of our common stock to 2 investors as part of a share exchange, in exchange for shares of
our subsidiary.These issuances of shares qualified for exemption under Section 4(2) of the Securities Act  since
the issuances did not involve a public offering. The issuances were not a public offering as defined in Section 4(2) because the
offer and sale was made to an insubstantial number of persons and because of the manner of the offering. These issuances were  done
with no general solicitation or advertising by the Company.  Based on an analysis of the above factors, the Company has
met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these issuances.



On
March 28, 2011 and March 29, 2011, we issued 3,541,665 shares of our common stock to five individuals for a purchase price of $.12
per share and 500,000 shares to one individual at a purchase price of $.10 per share. These issuances of shares qualified for exemption
under Regulation S of the Securities Act of 1933 because the securities were issued to a non US citizen without direct selling
efforts in the United States.



On
March 28, 2011 and March 29, 2011 we issued 181,000 shares of our common stock to four individuals as payment for amounts owed
to each of them by our subsidiary for services rendered by such individuals.   These issuances of shares qualified
for exemption under Regulation S of the Securities Act of 1933 because the securities were issued to a non US citizen without direct
selling efforts in the United States.



On
April 1, 2011, we issued 867,604 shares of our common stock to two individuals, of which 416,666 were issued for a purchase
price of $.12 per share and 450,938 were issued for a purchase price of $.08  per share. These issuances to one of investors
qualified for exemption under Regulation S of the Securities Act of 1933 because the securities were issued to a non US citizen
without direct selling efforts in the United States and the issuance to the other investor qualified for exemption under Section
4(2) of the Securities Act since the issuances did not involve a public offering. The issuances were not a public offering as defined
in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering.
These issuances were done with no general solicitation or advertising by the Company. Based on an analysis of the above factors,
the Company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for these issuances.



On
April 12, 2011 we issued 5,686,479 shares to Centurion in connection with the execution of the Investment Agreement.  We
also issued 2,727,272 shares to the placement agent in connection with the Investment Agreement.These issuances of
shares qualified for exemption under Section 4(2) of the Securities Act since the issuances did not involve a public offering.
The issuances were not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number
of persons and because of the manner of the offering. These issuances were done with no general solicitation or advertising
by the Company. Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under
Section 4(2) of the Securities Act for these issuances.



In
April 2011 we issued 1,250,000 shares of our common stock to one investor for a purchase price of $.12 per share. These issuances
of shares qualified for exemption under Regulation S of the Securities Act of 1933 because the securities were issued to a non
US citizen without direct selling efforts in the United States.



In
May 2011 we issued 59,000 shares of our common stock to one investor  for a purchase price of $.10 per share. These issuances
of shares qualified for exemption under Regulation S of the Securities Act of 1933 because the securities were issued to a non
US citizen without direct selling efforts in the United States.



In
connection with the Investment Agreement we issued an aggregate of 5,686,479 shares of our common stock to Centurion and an aggregate
of 2,727,272 shares to the placement agent for the transaction. These securities were issued in reliance on Section 4(2) of
the Act.  The issuance did not involve any general solicitation or advertising by us.    Centurion
acknowledged the existence of transfer restrictions applicable to the securities sold by us.  Certificates representing
the securities sold contain a legend stating the restrictions on transfer to which such securities are subject.







18





ITEM 6.  SELECTED
FINANCIAL DATA



Not applicable.





ITEM 7.  MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following discussion of our financial condition
and results of operations should be read in conjunction with the financial statements and the notes to those statements included
elsewhere in this prospectus. This discussion includes forward-looking statements that involve risks and uncertainties. As a result
of many factors, such as those set forth under “Risk Factors” and elsewhere in this prospectus, our actual results
may differ materially from those anticipated in these forward-looking statements.



Certain statements contained herein, including
statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily
with respect to the future operating performance of the Company and the services we expect to offer and other statements contained
herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities
and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are
not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties,
actual results may differ materially from those expressed or implied by such forward-looking statements.



All forward-looking statements speak only as
of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances
that exist after the date on which they are made.



This Management’s Discussion and Analysis
of Financial Condition and Results of Operations (“MD&A”) section discusses our results of operations, liquidity
and financial condition, and certain factors that may affect our future results. You should read this MD&A in conjunction with
our audited financial statements and accompanying notes included herein. This plan of operation contains forward-looking statements
that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including, but not limited to, those presented under “Risk Factors” or elsewhere
in this Report.



Financial Operations Overview



We were originally incorporated in Nevada
as Loma Verde Inc. on October 17, 2005. On March 22, 2007, we engaged in a merger with our wholly owned subsidiary, Clean
Power Concepts Inc. for the purpose of changing our name. Through a share exchange agreement executed on April 29, 2010,
we acquired 94.8% of the issued and outstanding common shares of GBE in return for the issuance of 28,426,612
restricted shares of our common stock based on a ratio of 18.21 or our common shares for each 1.00 common share of GBE
submitted for exchange. In January 2011, we acquired an additional 0.3% of the outstanding shares of GBE, increasing our
ownership of GBE to 95.1%.



Since 2010, we have been in the business of
the development of a bioenergy business focused on the bio-oil refinery concept which enables us to produce food, animal feed and
environmentally friendly green energy.  We currently produce a range of products manufactured by crushing oilseeds and
refining the byproducts. Our subsidiary, GBE, operates a fully integrated commercial oilseed crushing bio-oil refinery, and bio-diesel
processing facility, which uses our proprietary processes to produce two main co-products, oil and meal, each of which are further
processed and then sold.  The oil products produced from this process can be divided into three subcategories: (i) vegetable
oil for human and animal consumption; (ii) biofuel and biofuel additives; and (iii) environmental lubricants and conditioners,
penetrating sprays, dust suppressants, cutting oils and other “ECO-lubricants”.  We have also recently added
a new group of oil products to our product mix, natural consumer health products. These meal and protein related products are used
for agricultural and aquaculture feedstock. We have designed our facility to be a “green” manufacturing facility and
as a result it has minimal effluents, using methods which are emissions-friendly. Our production facility and head office is located
in Regina, Saskatchewan.











19









In April 2011, we entered into an investment
agreement with Centurion for the provision of an equity funding facility of up to the amount of $30 million. Pursuant to the terms
and conditions of the Investment Agreement, we may sell newly issued shares of our common stock to Centurion (each such sale, a
“put”) from time to time at a price equal to the lesser of: (i) 97% of the “Market Price” (as defined below)
of our common stock or (ii) the Market Price of our common stock minus $0.01, but in no event less than a floor price, if any,
specified by us, subject to certain dollar and share volume limitations for each Put, until the earlier of: (a) 30 months from
the date our registration statement is declared effective, (b) 36 months from the date of the Investment Agreement, or (c) until
all puts under the Investment Agreement have reached an aggregate gross sales price equal to $30 million. Each put amount is limited
to $1,250,000 provided further that the number of shares sold in each put shall not exceed a share volume limitation equal to the
lesser of: (i) 5 million shares; or (ii) 15% of the aggregate trading volume of the common stock traded on our primary exchange
during any pricing period for such put excluding any days where the lowest intra-day trade price is less than the trigger price
(which is the greater of (i) the floor price plus a fixed discount of $0.01.(ii) the floor price if any set by us divided by 0.97;
or (iii) $.01, the greater of all three clauses being referred to as the “Trigger Price”).  The Investment
Agreement provides that prior to exercising any put we must have a registration statement declared effective with respect to the
shares to be sold under the Equity Line. “Market Price” means the average of the three lowest daily volume weighted
average prices published daily by Bloomberg LP for our common stock during the fifteen consecutive trading day period immediately
following the date specified by us on which we intend to exercise the applicable put. We issued to Centurion 5,686,479 shares in
consideration for the preparation of the documents for its investment and a commitment fee.



Results of Operations for the Fiscal Years ended April 30, 2011
and April 30, 2010



The Company’s operating results for the years ended April
30, 2011 and 2010 are summarized as follows:



|                 |  | Year Ended |            
|---------------- |  | ---------- | -----------
|                 |  | April 30   |            
|                 |  | 2011       |            
|Revenue          |  | $          | 909,728    
|Cost of Sales    |  |            | 720,040    
|Gross Margin     |  |            | 411,722    
|Expenses         |  | $          | 2,899,435  
|Interest expense |  |            | 129,069    
|Net Loss         |  | $          | (2,616,782)



Revenues



Sales increased approximately 144% to
$909,728 for the year ended April 30, 2011 from $372,628 for the year ended April 30, 2010. The two primary components
of revenue for the years ended April 30, 2011 were sales of canola meal which accounted for approximately 49% of our revenue
for the year ended April 30, 2011 and canola oil which also accounted for approximately 50% of our revenue for the year ended
April 30, 2011. For the year ended April 30, 2010 our primary component of revenue was camelina toll crushing which accounted
for approximately 90% of our revenue for the year ended April 30, 2010. For the year ended April 30, 2011 canola meal sales
were $446,512 versus $nil for the year ended April 30, 2010; sales of canola oil were $454,761 versus $26,927
respectively for the same periods; and other revenue was $8,455 for the year ended April 30, 2011 versus $345,700 for the
year ended April 30, 2010. Other revenue for the year ended April 30, 2011 included the sale of eco-lubricants,
and Government of Canada Scientific Research and Experimental Development tax credit. Other revenue for the year ended April
30, 2010 was mostly comprised of camelina toll crushing.We project sales will continue to rise as we implement our strategic plans
during the coming year.



Cost of Sales



Cost of Sales including production expenses
are primarily comprised of agricultural seed input stocks. Cost of sales were $720,040 for the year ended April 30, 2011 or approximately
79% of revenue versus $235,037 or approximately 47% of revenue for the year ended April 30, 2010. The increase in these costs is
tied directly to an increase in sales over the same periods respectively. The increase in cost of sales as a percentage of revenue
is due to our decision to initially discount certain products in order to build relationships with new customers. We cannot accurately
predict our future cost of sales because this is primarily driven by the prices of agricultural commodities which vary widely based
on many circumstances.



20









Expenses



Expenses for the year ended April 30,
2011 increased 336% to $3,097,715 for the year ended April 30, 2011 from $664,415 for the year ended April 30, 2010. The
largest component of expenses were our general and administrative expenses and to a lesser extent professional and consultant
fees. General and administrative expenses were primarily comprised of business development expenses of $244,382, public
relations expenses of $240,000, advertising expenses of $40,092, investor relations expenses of $36,934 and the balance was
rent, organizational administration expenses and the cost of bad debts. General and administrative expenses increased 701% to $2,614,196 for the year ended April 30, 2011 from $326,241 for the year ended April 30, 2010. The increase
in administrative expenses is primarily attributable to an increase in business development related costs and costs
associated in developing background work associated with researching and developing a plan for the joint venture, including
expenses such as research of ports, rail and labor statistics incurred in searching for a site for the operations of the
joint venture. Depreciation for the two years was relatively stable and was comprised of depreciation expenses for our
capital equipment and amortization of lease expenses. Depreciation totaled $103,725 versus $97,064, respectively for the
twelve month periods ended April 30, 2011 versus April 30, 2010. We expect amortization expenses to increase moderately
during the coming year in line with our equipment purchases. Salaries and wages comprise payroll taxes and similar costs
related to our management and employees. Salaries and wages totaled $156,606 for the twelve months ended April 30, 2011
versus $126,892 for the same period ended April 30, 2010. We expect salaries and wages will increase incrementally in line
with our planned increase in staff levels. Professional and consultant fees totaled $225,188 for the twelve months ended
April 30, 2011 versus $73,570 for the same period ended April 30, 2010. Professional fees are primarily composed of technical
consultant, legal, auditor, and accounting fees. During the coming year, we project professional fees will increase
moderately.



Net Loss



We incurred a net loss of $(2,659,821) for
the twelve months ended April 30, 2011 compared with a net loss of $(597,266) for the same period ended April 30, 2010. We anticipate
net losses will continue during the coming year as we invest in expanding our business.



Liquidity and Capital Resources



Cash Flows



|                                            |  | Year ended
        April 30, 2011 |         |   | Year ended
        April 30, 2010 |  
|------------------------------------------- |  | --------------------------------- | ------- | - | --------------------------------- | -
|Net cash (used) by Operating Activities     |  | $                                 | 495,276 |   |                                   | $
|Net cash (used) by Investing Activities     |  | $                                 | (87,613 | ) |                                   | $
|Net cash provided in Financing Activities   |  | $                                 | 636,069 |   |                                   | $
|Increase (Decrease) in Cash during the Year |  | $                                 | 111,978 |   |                                   | $
|Cash, Beginning of Year                     |  | $                                 | 36,262  |   |                                   | $
|Cash, End of Year                           |  | $                                 | 148,240 |   |                                   | $



For the year ended April 30, 2011 our
cash used in operating activities was $495,276.  Our primary sources and uses of cash from operating activities for
the period were losses from operations, offset by stock issuances for services, an increase in accounts payable and accrued
liabilities and a decrease in accounts receivable.



Net cash provided by financing activities for
the year ended April 30, 2011 was $636,069, which was primarily attributable to our issuance of debt and issuance of capital stock.



Net cash used in investing activities was $87,613
and was used for the purchase of equipment.



Current and Future Financing Needs



We have incurred an accumulated deficit of
$5,170,018 through April 30, 2011. We have incurred negative cash flow from operations since we started our business. At June 30,
2011, we had short term and long term debt of $3,092,824.   We have no commitment for additional funding other than
a line of credit and the $10 million equity financing agreement that we have entered into.. We have spent, and expect to continue
to spend, substantial amounts in connection with implementing our business strategy. The actual amount of funds we will need to
operate is subject to many factors, some of which are beyond our control.  If our anticipated sales for the next few
months do not meet our expectations, our existing resources will not be sufficient to meet our cash flow requirements for the next
few months. Furthermore, if our expenses exceed our anticipations, we will need additional funds to implement our business plan.
We will not be able to fully establish our business if we do not have adequate working capital and if we do not have adequate working
capital we may need to raise additional funds, whether through a stock offering or otherwise.



Our financial position as at April 30, 2011 and 2010 are as follows:



21









Working Capital



|                              |  | As at April 30, 2011 |            | As at April 30, 2010
|----------------------------- |  | -------------------- | ---------- | --------------------
|Current Assets                |  | $                    | 206,485    |                     
|Current Liabilities           |  | $                    | 2,800,556  |                     
|Working Capital  (Deficiency) |  | $                    | (2,594,071 | )                   



Our working capital deficit improved from $(3,666,759) at April
30, 2010 to $(2,594,071)at April 30, 2011 primarily as a result of increased long term shareholder loans.



Loans and Interest Payable



At April 30, 2011, we had outstanding obligations
of $1,530,307 of which:



|(i) |  | $832,139 represents amounts owed under advances together with accrued interest.  The
advances are due on demand.
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(ii) |  | $52,250 represents amounts owed under a loan evidenced by a demand promissory note
that was issued to a company owned by the Chief Executive Officer and his wife, bears interest at 12% per annum.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | $83,513 are obligations under four equipment and car leases and are secured by the
leased asset.
|----- |  | ------------------------------------------------------------------------------------------------

|(iv) |  | $245,810 is owed to the Business Development Bank of Canada under two loan commitments,
one in the amount of $241,690 of which $2,315 is due monthly with a final payment due October 2018 and bears interest at a rate
of 8.9% and the other in the amount of $4,120 which is due January 2013 and bears interest at the rate of 5.75%. Payment of seventy
five percent of the outstanding balance under the loans is guaranteed our Chief Executive Officer. As of June 1, 2011, we were
$21,903 in arrears in payments under the loan that requires monthly payments.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) |  | $208,459 is owed to three lenders under three notes which are due on demand. Two of
the notes ($26,500 and $26,750) bear interest at rate of 12% per annum and the other note in the amount of $155,209 bears interest
at a rate of 2% per annum after an initial two years with payments commencing on July 2012.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(vii) |  | $38,868 is owed to the estate of a former employee and is due March 2012 and bears
interest at the rate of 6% per annum.
|----- |  | ------------------------------------------------------------------------------------------------------------------------



In addition, although we do not believe that
we have any payment obligation with respect to the lease we entered into for the facility located in Montana and therefore have
not paid any amounts under such lease, the landlord has notified us that it terminated our lease for nonpayment and is holding
us responsible for the lease payments. We intend to defend our position, however, there can be no assurance that we will be successful
in such defense and if a court were to determine that we owed money under the lease, our financial position would be impacted by
at least $10,000 per month (the base rent).



The chart below sets forth our loan obligations,
excluding lease obligations, set forth above.



|Amount Owed as of
April 30, 2011 |  | Payee                                                           |  | Maturity Date     |  | Features                                                                       
|-------------------------------- |  | --------------------------------------------------------------- |  | ----------------- |  | -------------------------------------------------------------------------------
|$832,139                         |  | Avondale Overseas                                               |  | Payable on demand |  | Advances                                                                       
|$52,250                          |  | 1011454064 Saskatchewan Ltd
        (owned by CEO and his wife) |  | Payable on demand |  | Interest rate 12%                                                              
|$155,209                         |  | KND Feeds Ltd                                                   |  | Payable on demand |  | Interest rate 2% after an initial period of two years, payments begin July 2012
|$26,750                          |  | 101122641 Saskatchewan Ltd                                      |  | Payable on demand |  | Interest rate 12 %                                                             
|$26,500                          |  | 101030173 Saskatchewan Ltd.                                     |  | Payable on demand |  | Interest Rate 12%                                                              
|$38,868                          |  | Estate of Svetlana Kozlovskaia                                  |  | March 2012        |  | Interest rate 6%                                                               





22







|Amount Owed as of
April 30, 2011                                                                                    |  | Payee                               |  | Maturity Date                                            |  | Features                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | -------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|$241,690 requires monthly payments of $2,315. As of June 1, 2011 we were in arrears $21,903 on the monthly payments |  | Business Development Bank of Canada |  | Monthly payments with the final payment due October 2018 |  | Interest rate 8.9%
        first security interest
        in all present and acquired personal property.  Seventy five percent of the outstanding balance has been personally guaranteed
        by shareholders
        Interest is to be
        paid monthly. Principal repayments of $2,315 per month commence November 2009.
|$4,125                                                                                                              |  | Business Development Bank of Canada |  | January 2013                                             |  | Interest rate- Variable interest rate of base
        plus 1%.  The rate was 5.75% as of April 30, 2010
        first security interest in all present
        and acquired personal property.  Seventy five percent of the outstanding balance has been personally guaranteed by our
        CEO                                 



Future minimum lease payments on obligations under capital leases
are as follows:



|Year                     |  | $ |       
|------------------------ |  | - | ------
|                         |  |   |       
|2012                     |  |   | 15,368
|2013                     |  |   | 18,186
|2014                     |  |   | 49,910
|                         |  |   |       
|Totals                   |  | $ | 83,464
|                         |  |   |       
|Less:   imputed interest |  | $ | 2,818 
|                         |  |   |       
|Less:   current portion  |  | $ | 15,368
|                         |  |   |       
|Long-term                |  | $ | 21,491



Critical Accounting Policies



The Company’s financial statements and
related public financial information are based on the application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles
that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental
information contained in our external disclosures including information regarding contingencies, risk and financial condition.
We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant
estimates made during the preparation of our financial statements.



Our significant accounting policies are summarized
in NOTE 2 of our financial statements. While all these significant accounting policies impact its financial condition and results
of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that
have the most significant impact on the Company’s financial statements and require management to use a greater degree of
judgment and estimates. Actual results may differ from those estimates.





ITEM 7A.  QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We have not entered into
derivative contracts either to hedge existing risk or for speculative purposes.





ITEM 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA



23





CLEAN
POWER CONCEPTS INC. AND SUBSIDIARIES



Consolidated
Balance Sheets



|                                                                                                                                                                                          |  | April 30, 2011 |            | April 30, 2010
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | --------------
|ASSETS                                                                                                                                                                                    |  |                |            |               
|Current Assets                                                                                                                                                                            |  |                |            |               
|Cash                                                                                                                                                                                      |  | $              | 148,240    |               
|Accounts receivable and taxes                                                                                                                                                             |  |                | 13,619     |               
|Share subscription receivable                                                                                                                                                             |  |                | 0          |               
|Prepaid expenses                                                                                                                                                                          |  |                | 1,096      |               
|Inventory                                                                                                                                                                                 |  |                | 43,530     |               
|Total current assets                                                                                                                                                                      |  |                | 206,485    |               
|                                                                                                                                                                                          |  |                |            |               
|Plant, Property and Equipment (net of accumulated depreciation)                                                                                                                           |  |                | 435,295    |               
|Total assets                                                                                                                                                                              |  | $              | 641,780    |               
|                                                                                                                                                                                          |  |                |            |               
|LIABILITIES AND STOCKHOLDERS’ (DEFICIT)                                                                                                                                                   |  |                |            |               
|Current Liabilities                                                                                                                                                                       |  |                |            |               
|Line of credit                                                                                                                                                                            |  |                | 155,116    |               
|Accounts payable and accrued liabilities                                                                                                                                                  |  |                | 924,337    |               
|Shareholder and related party loans                                                                                                                                                       |  |                | 694,067    |               
|Loans payable                                                                                                                                                                             |  |                | 924,719    |               
|Interest payable                                                                                                                                                                          |  |                | 65,458     |               
|Current portion of capital lease obligations                                                                                                                                              |  |                | 15,368     |               
|Current portion of long-term debt                                                                                                                                                         |  |                | 21,491     |               
|Deposits                                                                                                                                                                                  |  |                | 0          |               
|Total current liabilities                                                                                                                                                                 |  | $              | 2,800,556  |               
|                                                                                                                                                                                          |  |                |            |               
|Long-Term Liabilities                                                                                                                                                                     |  |                |            |               
|Capital lease obligations                                                                                                                                                                 |  |                | 68,096     |               
|Long-term debt                                                                                                                                                                            |  |                | 224,172    |               
|Total long-term liabilities                                                                                                                                                               |  |                | 292,268    |               
|Total liabilities                                                                                                                                                                         |  | $              | 3,092,824  |               
|                                                                                                                                                                                          |  |                |            |               
|Commitments and Contingencies (Notes 2, 7,8 - 12,14,15 & 17)                                                                                                                              |  |                | —          |               
|                                                                                                                                                                                          |  |                |            |               
|Stockholders’ Equity (Deficit)                                                                                                                                                            |  |                |            |               
|Common shares, 11,200,000,000 shares with par value $0.001 authorized,
    252,433,183 and 150,048,000, at April 30, 2011 and 2010, respectively, shares issued and outstanding (Note 10) |  |                | 252,434    |               
|Paid-in Capital                                                                                                                                                                           |  |                | 2,549,237  |               
|Common shares subscribed but unissued                                                                                                                                                     |  |                | 265,900    |               
|Share Subscriptions                                                                                                                                                                       |  |                | 0          |               
|Accumulated deficit                                                                                                                                                                       |  |                | (5,170,018 | )             
|Accumulated other comprehensive income (loss)                                                                                                                                             |  |                | (199,806   | )             
|Total Clean Power Concepts and Subsidiaries equity                                                                                                                                        |  |                | (2,302,253 | )             
|Non-Controlling Interest                                                                                                                                                                  |  |                | (137,899   | )             
|Non-Controlling Interest accumulated other comprehensive income (loss)                                                                                                                    |  |                | (10,892    | )             
|Total stockholders’ equity (deficit)                                                                                                                                                      |  |                | (2,451,044 | )             
|Total liabilities and stockholders’ equity (deficit)                                                                                                                                      |  | $              | 641,780    |               



The
accompanying notes to financial statements are an integral part of this statement



24





CLEAN
POWER CONCEPTS INC. AND SUBSIDIARIES



Consolidated
Statements of Operations



|                                                                                                         |  | Year ended April 30, 2011 |             | Year ended April 30, 2010
|-------------------------------------------------------------------------------------------------------- |  | ------------------------- | ----------- | -------------------------
|                                                                                                         |  |                           |             |                          
|SALES:                                                                                                   |  |                           |             |                          
|Canola Meal                                                                                              |  | $                         | 446,512     |                          
|Canola Oil                                                                                               |  |                           | 454,761     |                          
|Other                                                                                                    |  |                           | 8,455       |                          
|Total Revenue                                                                                            |  |                           | 909,728     |                          
|COST OF SALES, including Production Costs                                                                |  |                           | (720,040    | )                        
|GROSS MARGIN                                                                                             |  | $                         | 189,688     |                          
|                                                                                                         |  |                           |             |                          
|EXPENSES:                                                                                                |  |                           |             |                          
|General & Administrative expenses                                                                        |  |                           | 2,614,196   |                          
|Depreciation                                                                                             |  |                           | 103,725     |                          
|Salaries and wages                                                                                       |  |                           | 156,606     |                          
|Professional & consultant fees                                                                           |  |                           | 225,188     |                          
|Advertising                                                                                              |  |                           | —           |                          
|Total expenses                                                                                           |  | $                         | 3,097,715   |                          
|                                                                                                         |  |                           |             |                          
|Net (loss) from operations                                                                               |  | $                         | (2,910,027  | )                        
|OTHER INCOME (EXPENSE)                                                                                   |  |                           |             |                          
|Scientific Research and Experimental Development Tax Refund                                              |  |                           | 379,275     |                          
|Interest expense                                                                                         |  |                           | (129,069    | )                        
|NET INCOME (LOSS)                                                                                        |  | $                         | (2,659,821  | )                        
|                                                                                                         |  |                           |             |                          
|Less: Net Loss attributable to Non-Controlling Interest                                                  |  |                           | 14,488      |                          
|Equals: Net Loss attributable to Clean Power Concepts and Subsidiaries (Note 2)                          |  |                           | (2,858,373  | )                        
|                                                                                                         |  |                           |             |                          
|Loss per common share, basic and diluted                                                                 |  | $                         | (0.01       | )                        
|Weighted average shares outstanding                                                                      |  |                           | 252,433,183 |                          
|                                                                                                         |  |                           |             |                          
|OTHER COMPREHENSIVE INCOME (LOSS)                                                                        |  |                           |             |                          
|Net Income (loss)                                                                                        |  |                           | (2,659,821  | )                        
|Foreign currency translation adjustment                                                                  |  |                           | (3,306      | )                        
|Other Comprehensive Income (Loss)                                                                        |  |                           | (2,663,127  | )                        
|Less: Net Loss attributable to Non-Controlling Interest (Note 2)                                         |  |                           | 14,488      |                          
|Less: Foreign currency translation adjustment attributable to Non-Controlling Interest (Note 2)          |  |                           | 114         |                          
|Equals: Other comprehensive income (loss) attributable to Clean Power Concepts and Subsidiaries (Note 2) |  |                           | (2,677,729  | )                        



The accompanying notes
to financial statements are an integral part of this statement



25





CLEAN POWER CONCEPTS
INC. AND SUBSIDIARIES



Consolidated Statement
of Stockholders’ Equity (Deficit)



For the Years Ended April 30, 2011
and 2010





|                                                                           |  |        |             |        |  |         |         |              |  |               |           | Accumulated  |  |               |            |              |  |              
|-------------------------------------------------------------------------- |  | ------ | ----------- | ------ |  | ------- | ------- | ------------ |  | ------------- | --------- | ------------ |  | ------------- | ---------- | ------------ |  | -------------
|                                                                           |  |        |             |        |  |         |         |              |  |               |           | (Deficit)    |  |               |            |              |  |              
|                                                                           |  |        |             |        |  |         |         |              |  |               |           | Attributable |  |               |            |              |  |              
|                                                                           |  |        |             |        |  |         |         |              |  |               |           | to Clean     |  |               |            | (Deficit)    |  |              
|                                                                           |  |        |             |        |  |         |         | Common       |  |               |           | Power        |  | Accumulated   |            | Attributable |  |              
|                                                                           |  |        |             |        |  |         |         | shares       |  |               |           | Concepts Inc |  | Other         |            | to Non-      |  | Total        
|                                                                           |  | Common |             | Common |  | Paid-in |         | subscribed   |  | Shares        |           | and          |  | Comprehensive |            | Controlling  |  | Shareholders'
|                                                                           |  | Shares |             | Stock  |  | Capital |         | but unissued |  | Subscriptions |           | Subsidaries  |  | Loss          |            | Interest     |  | Equity       
|                                                                           |  |        |             |        |  |         |         |              |  |               |           |              |  |               |            |              |  |              
|Shares Issued during 2010 and prior years                                  |  |        | 150,048,000 |        |  |         | 150,048 |              |  |               | (759,023  | )            |  |               | 2,019,459  |              |  |              
|Shares issued during 2011                                                  |  |        | 102,385,183 |        |  |         | 102,386 |              |  |               | 3,308,260 |              |  |               | (1,753,559 | )            |  |              
|Net (Loss) for Year Ending April 30, 2011                                  |  |        |             |        |  |         |         |              |  |               |           |              |  |               |            |              |  |              
|Payment for share subscriptions                                            |  |        |             |        |  |         |         |              |  |               |           |              |  |               |            |              |  |              
|Foreign currency translation loss                                          |  |        |             |        |  |         |         |              |  |               |           |              |  |               |            |              |  |              
|Foreign currency translation loss attributable to non-controlling interest |  |        |             |        |  |         |         |              |  |               |           |              |  |               |            |              |  |              
|                                                                           |  |        |             |        |  |         |         |              |  |               |           |              |  |               |            |              |  |              
|Balance, April 30, 2011                                                    |  |        | 252,433,183 |        |  |         | 252,434 |              |  |               | 2,549,237 |              |  |               | 265,900    |              |  |              



The accompanying notes
to financial statements are an integral part of this statement





26





CLEAN POWER CONCEPTS INC. AND SUBSIDIARIES



Consolidated
Statements of Cash Flows



|                                                                            |  | Year ended April 30, 2011 |            | Year ended April 30, 2010
|--------------------------------------------------------------------------- |  | ------------------------- | ---------- | -------------------------
|Cash flows from operating activities:                                       |  |                           |            |                          
|Net Income (Loss) for period                                                |  | $                         | (2,659,821 | )                        
|Reconciling adjustments:                                                    |  |                           |            |                          
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |            |                          
|Depreciation                                                                |  |                           | 103,725    |                          
|Accrued interest on loans                                                   |  |                           | (65,458    | )                        
|Common stock issued for services                                            |  |                           | 1,417,527  |                          
|Net change in operating assets and liabilities:                             |  |                           |            |                          
|Prepaid expenses                                                            |  |                           | 20,935     |                          
|Accounts payable and accrued liabilities                                    |  |                           | 297,921    |                          
|Accounts receivable                                                         |  |                           | 177,712    |                          
|Inventory                                                                   |  |                           | 81,267     |                          
|Net cash provided (used) by operating activities                            |  |                           | (495,276   | )                        
|                                                                            |  |                           |            |                          
|Cash flows from investing activities:                                       |  |                           |            |                          
|Purchase of property, plant and equipment, net of accumulated depreciation  |  |                           | (30,617    | )                        
|Net cash provided by investing activities                                   |  |                           | (87,613    | )                        
|                                                                            |  |                           |            |                          
|Cash flows from financing activities:                                       |  |                           |            |                          
|Share subscriptions                                                         |  |                           | 994        |                          
|Principal repayments toward long-term debt                                  |  |                           | (4,613     | )                        
|Principal repayments toward capital leases                                  |  |                           | 14,722     |                          
|Payments toward line of credit                                              |  |                           | 37,885     |                          
|Proceeds from line of credit                                                |  |                           | 95,377     |                          
|Increase in loans payable                                                   |  |                           | 446,600    |                          
|Shareholder and related party loans                                         |  |                           | 90,318     |                          
|Proceeds from common shares subscribe not issued                            |  |                           | 60,000     |                          
|Net cash provided by financing activities                                   |  |                           | 636,069    |                          
|                                                                            |  |                           |            |                          
|Foreign currency effect of exchange rates on cash                           |  |                           | 1,802      |                          
|                                                                            |  |                           |            |                          
|Net increase (decrease) in cash                                             |  |                           | 111,978    |                          
|                                                                            |  |                           |            |                          
|Cash, beginning of period                                                   |  |                           | 36,262     |                          
|                                                                            |  |                           |            |                          
|Cash, end of period                                                         |  | $                         | 148,240    |                          
|                                                                            |  |                           |            |                          
|Non-Cash financing activities                                               |  |                           |            |                          
|Common shares subscribed
    but unissued                                   |  |                           | 5900       |                          
|Common shares issued for
    payment of shareholder and related party loans |  |                           | 52,895     |                          
|                                                                            |  |                           |            |                          
|Non-cash investing activities                                               |  |                           |            |                          
|Equipment acquired
    through a capital lease obligation                   |  |                           |            | (56,996)                 
|                                                                            |  |                           |            |                          



The accompanying notes
to financial statements are an integral part of this statement



27





CLEAN
POWER CONCEPTS INC. AND SUBSIDIARIES



Consolidated
Supplementary Disclosure of Non-cash Investing and Financing Activities





|                                                    |  | Year ended April 30, 2011 |           | Year ended April 30, 2010
|--------------------------------------------------- |  | ------------------------- | --------- | -------------------------
|                                                    |  |                           |           |                          
|Deposits                                            |  | $                         | 0         |                          
|Investment by Shareholders in Paid Up Capital (net) |  |                           | 1,178,827 |                          



The accompanying notes
to financial statements are an integral part of this statement



28





CLEAN POWER CONCEPTS
INC. AND SUBSIDIARIES



Notes to Financial
Statements

NOTE 1 – Basis of Presentation



Clean Power Concepts
Inc. was incorporated in the State of Nevada on October 17, 2005. On October 28, 2005, we incorporated a British Columbia company
named Loma Verde Explorations Ltd. as a wholly owned subsidiary and, on April 29, 2010, we acquired 94.8% of General Bio Energy
Inc., a Saskatchewan Corporation as our primary operating subsidiary. The consolidated audited financial statements included herein
have been prepared by Clean Power Concepts Inc. and its subsidiaries, General Bio Energy Inc. and Loma Verde Explorations Ltd.
(collectively “Clean Power”, “We”, the “Registrant”, or the “Company”), in accordance
with accounting principles generally accepted in the United States. Our financial statements are presented on a consolidated basis
and include all accounts of Clean Power Concepts Inc., General Bio Energy Inc. and Loma Verde Explorations Ltd. and eliminate all
intercompany balances. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial
statements are of a normal recurring nature and are reflected in the periods included.



Since inception the Company has not been
involved in any bankruptcy, receivership or similar proceedings and the reclassification, consolidation, or merger arrangements
in which the Company has been involved are as follows: (i) The Company was originally incorporated in Nevada as Loma Verde Inc.
on October 17, 2005. On March 22, 2007, the Company incorporated a wholly owned subsidiary named Clean Power Concepts Inc. in Nevada
and by agreement effective April 2, 2007, Clean Power Concepts, Inc. was merged into the Company for the sole purpose of changing
the name of the Company. We then became the surviving entity with the name Clean Power Concepts Inc. In
conjunction with the aforementioned merger, the Company forward split its authorized, issued and outstanding common stock on a
56 new for 1 old basis.On October 26, 2009, the Company decreased its authorized common shares limit from 11,200,000,000
to 1,000,000,000; and (ii) Through a share exchange agreement executed on April 29, 2010, incorporated herein by reference (the
‘Exchange Agreement’), we acquired 94.8% of the issued and outstanding common shares of General Bio Energy Inc. (‘GBE’),
a Saskatchewan Corporation, in return for issuance (the ‘Exchange’) of 28,426,612 restricted shares of our common stock
(the ‘Shares’) based on a ratio of 18.21 common shares of Clean Power for each 1.00 share common share of GBE submitted
for exchange. The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act")
are be deemed "restricted" securities under the Securities Act and may not be sold or transferred other than pursuant
to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities
Act.

The
Company was originally organized for the purpose of acquiring and developing mineral properties and was therefore considered to
be in the pre-exploration stage. Mineral claims with unknown reserves were acquired, but the Company did not establish the existence
of commercially mineable ore deposits and determined it should abandon its mineral claims and pursue other business opportunities,
one of which was the alternative energy business.On April 29, 2010 we acquired General Bio Energy Inc. through a reverse
merger and are currently operating a business focused on the environmentally friendly green energy industry. General Bio Energy
Inc. (“GBE”) was incorporated in the Province of Saskatchewan on February 14, 2006. GBE was originally named Canadian
Green Fuels Inc. and changed its name to General Bio Energy Inc. on September 18, 2008. GBE commenced its pre-production stage
on May 1, 2006 and began selling products in July 2008. From 2008 to 2010, GBE has continued to develop, research, and test its
pilot production equipment, and refine its alternative energy technology. The Company is a producer of a range of products manufactured
by crushing fuel grade oilseed. The Company’s production facility and head office is located in Regina, Saskatchewan.



Effective with the execution
of our reverse merger on April 29, 2010, we changed our fiscal year end from June 30th to April 30th. These financial statements
are presented in US Dollars.



The Company’s common stock is publicly
traded in the NASD Over-The-Counter Market under the symbol “CPOW”.



29





CLEAN POWER CONCEPTS
INC. AND SUBSIDIARIES



Notes to Financial
Statements



NOTE
2 – Summary of Significant Accounting Policies



This summary
of significant accounting policies is presented to assist in understanding Clean Power’s financial statements. The financial
statements and notes are representations of the Company’s management, who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently
applied in the preparation of the financial statements, which are stated in U.S. Dollars.



The financial
statements reflect the following significant accounting policies:



Consolidation
of Financial Statements



These financial
statements include the accounts of the Company and its subsidiaries General Bio Energy Inc. and Loma Verde Explorations Ltd. on
a consolidated basis. All inter-company accounts have been eliminated.



Revenue
Recognition

The
Company recognizes revenue from the sale of bio-diesel, additives, canola meal, and canola oil, when evidence of an arrangement
exists, the product has been shipped, and the price to the buyer has been determined.



Inventory



Inventory is
valued at the lower of cost and net realizable value. Cost is determined by the weighted average method. Net realizable value
is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs.



Non-Controlling
Interest

As required
by GAAP, the Consolidated Balance Sheet and Consolidated Statements of Operations of these financial statements include the allocation
to ‘Non-Controlling Interest’ of a proportionate share of the Company’s net losses relating to the 5.2%ownership interest in General Bio Energy Inc. which is not owned by the Company.



Use of Estimates



The preparation
of financial statements in conformity with generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts 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 period. Actual results could
differ from those estimates.



30





CLEAN POWER CONCEPTS
INC. AND SUBSIDIARIES



Notes to Financial
Statements



Property, plant and equipment



Property, plant
and equipment are initially recorded at cost. Amortization is at rates intended to amortize the cost of assets over their estimated
useful lives.



|                                | Method            | Rate   
|------------------------------- | ----------------- | -------
|Vehicles                        | declining balance | 30 %   
|Computer equipment and software | declining balance | 30 %   
|Equipment                       | declining balance | 20 %   
|Office furniture and equipment  | declining balance | 20 %   
|Leasehold improvements          | straight-line     | 5 years
|Production equipment            | declining balance | 20 %   
|Tools                           | declining balance | 20 %   



Earnings
or (Loss) per Share



Basic loss per
share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares
outstanding for the period. The denominator in this calculation is adjusted to reflect any stock splits or stock dividends.



Diluted
loss per share is calculated using the treasury method which requires the calculation of diluted loss per share by assuming that
any outstanding stock options with an average market price that exceeds the average exercise prices of the options for the year,
are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common
shares for the year.An incremental per share effect is then calculated for each option. The denominator of the diluted
loss per share formula is the number common shares outstanding at balance sheet date plus the incremental shares assumed to be
issued from treasury for option exercises, less the number of shares assumed to be repurchased, weighted by the period they are
assumed to be outstanding. This dilution calculation did not affect current fiscal year results because the Company does not have
an Option Plan and has not issued any stock options.



Stock Based
Compensation



The
Company applies the fair value method of accounting for all stock and stock option awards. Under this method the Company measures
compensation expense for stock option grants based on the fair value of the stock, or option, on the date of grant and amortizes
this cost over the vesting period. In cases where vesting is immediate, the full cost of the grant is recorded on grant date.This costing calculation did not affect current fiscal year results because the Company has not made any stock awards.



Stock Based
Payments



Stock based
payments are recognized in the financial statements based on the value of the shares issued. The value of the shares issued is
determined by reference to share issuances to third parties based on cash. Stock based payments are recognized upon receipt of
services





31





CLEAN POWER CONCEPTS
INC. AND SUBSIDIARIES.



Notes to Financial
Statements



Estimated
Fair Value of Financial Instruments



The carrying
value of the Company’s financial instruments reflected in the financial statements approximates fair value due to the short-term
maturity of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency
or credit risks arising from these financial instruments.



Income Taxes



The Company
follows the asset and liability method of accounting for future income taxes. Under this method, future income tax assets and
liabilities are recorded based on temporary differences between the carrying amount of balance sheet items and their corresponding
tax bases. In addition, the future benefits of income tax assets, including unused tax losses, are recognized, subject to a valuation
allowance, to the extent that it is more likely than not that such future benefits will ultimately be realized. Future income
tax assets and liabilities are measured using substantively enacted tax rates and laws expected to apply when the tax liabilities
or assets are to be either settled or realized.



Valuation
of Long-Lived Assets



Generally accepted
accounting principles require that long-lived assets to be held and used by the Company be reviewed for possible impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If changes in circumstances
indicate that the carrying amount of an asset that an entity expects to hold and use may not be recoverable, future cash flows
expected to result from the use of the asset and its disposition must be estimated. If the undiscounted value of the future cash
flows is less than the carrying amount of the asset, impairment is recognized. Management believes there have been no impairment
to the property, plant and equipment of the Company as at April 30, 2010 and 2009.



Foreign Currency



The consolidated
books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency.
The books of General Bio Energy Inc. are maintained in Canadian Dollars and the consolidation of GBE into the Company results
in foreign currency translation adjustments which are recognized as other comprehensive income. Transactions denominated in other
than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements
of Operations:



(i)	Monetary
items are recorded at the rate of exchange prevailing as at the balance sheet date;

(ii)	Non-Monetary
items including equity are recorded at the historical rate of exchange; and

(iii)	Revenues
and expenses are recorded at the period average in which the transaction occurred



Cash and Cash
Equivalents



The Company
considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days
or less.







32





CLEAN POWER CONCEPTS
INC. AND SUBSIDIARIES.



Notes to Financial
Statements



Financial
instruments



Held for trading:



The Company
has classified cash (bank indebtedness) as held for trading. These instruments are initially recognized at their fair value. Fair
value is approximated by the instrument’s initial cost in a transaction between unrelated parties. Transactions to purchase
or sell these items are recorded on the trade date, and transaction costs are immediately recognized in income. Held for trading
financial instruments are subsequently measured at their fair value. Gains and losses arising from changes in fair value are recognized
immediately in income.



Loans and receivables:



The Company
has classified taxes and accounts receivable, and share subscriptions receivable as loans and receivables. These assets are initially
recognized at their fair value. Fair value is approximated by the instrument’s initial cost in a transaction between unrelated
parties. Transactions to purchase or sell these items are recorded on the trade date, and transaction costs are immediately recognized
in income. Loans and receivables are subsequently measured at their amortized cost, using the effective interest method.



Other financial
liabilities:



The Company
has classified accounts payable and accruals, shareholder loans, line of credit, and long-term debt as other financial liabilities.
These liabilities are initially recognized at their fair value. Fair value is approximated by the instrument’s initial cost
in a transaction between unrelated parties. Transactions to purchase or sell these items are recorded on the trade date, and transaction
costs are immediately recognized in income. Other financial liabilities are subsequently measured at amortized cost using the
effective interest method.



Risks
and Uncertainties

The Company
is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance the Company
will be able to generate sufficient revenues or obtain sufficient funds necessary to succeed in its new business venture.



Capital Assets



Capital assets
will be recorded at cost. Depreciation will be recorded based on estimated useful lives of assets at time of acquisition. At present
the Company has no depreciable assets.



Comprehensive
income (loss)



Comprehensive
income (loss) includes all changes in equity of the Company. Comprehensive income (loss) is the total of net income (loss) and
other comprehensive income (loss). Other comprehensive income (loss) comprises revenues, expenses, gains and losses that, in accordance
with United States generally accepted accounting principles, require recognition, but are excluded from net income (loss). The
books of General Bio Energy Inc. are maintained in Canadian Dollars and the consolidation of GBE into the Company results in foreign
currency translation adjustments which are recognized as other comprehensive income.





33





CLEAN POWER CONCEPTS
INC. AND SUBSIDIARIES.



Notes to Financial
Statements



Recent Accounting
Pronouncements



Various accounting
pronouncements have been issued during 2011, 2010 and 2009, none of which are expected to have a material effect on the financial
statements of the Company.



Reclassifications



Certain prior
period amounts have been reclassified to conform to current year presentation.



Other



The Company
paid no dividends during the periods presented.



The Company
consists of one reportable business segment.



As at year end
April 30, 2011 the Company's assets with carrying value are located in the United States and Canada.



Advertising
is expensed as it is incurred.



We did not have
any off-balance sheet arrangements as at April 30, 2011 or April 30, 2010.





NOTE
3 – Going Concern



These
financial statements have been prepared on a going concern basis and do not reflect the adjustments or reclassification of assets
and liabilities which would be necessary if the Company were unable to continue its operations. At April 30, 2011, the Company
had not yet achieved profitable operations, incurred net losses of $(2,616,782) in 2011 and $(597,266) in 2010 and has accumulated
an operating losses since its inception, had working capital deficiency of $(3,216,346) in 2010 and expects to incur further losses
in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent upon its ability to attain profitable operations and generate
funds there from, and to continue to obtain borrowings or capital from third parties sufficient to meet current and future obligations.
Management is confident the company will attain profitable operations in the near term. During the year ended April 30, 2011,
we addressed the going concern issue by raising cash of $31,523 in shareholder loans and $498,819 in loans from other parties.
The Company’s ability to continue as a going concern is contingent upon the successful completion of additional financing
arrangements and its ability to successfully fulfill its business plan. Management plans to attempt to raise additional funds
to finance the operating and capital requirements of the Company through a combination of equity and debt financings. While the
Company is making its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds
that will be available for operations. The accompanying financial statements do not include any adjustments that might result
fromthe resolution of these matters.





NOTE
4 - Cash (bank indebtedness)

Cash consists
of cash on deposit.



GBE established
a line of credit with a supplier for input stock. The line of credit has a maximum limit of Cdn$200,000. The line of credit has
an interest rate of 10%, and is unsecured. The line of credit is repayable on demand.





34





CLEAN POWER CONCEPTS
INC. AND SUBSIDIARIES.



Notes to Financial
Statements



NOTE 5
- Inventory



Inventory consists
of the following balances:



|                       | 2011  
|---------------------- | ------
|Canola / raw materials | 15,000
|Packaging materials    | -     
|Bio-diesel             | -     
|Resale Stock           | 7,930 
|Canola meal            | 12,500
|Canola oil             | 8,100 
|Totals                 | 43,530





NOTE
6 - Property, plant and equipment



|                                    |         |              | 2011    
|----------------------------------- | ------- | ------------ | --------
|                                    |         | Accumulated  | Net book
|                                    | Cost    | amortization | value   
|                                    |         |              |         
|Vehicles                            | 84,194  | 23,890       | 60,304  
|Computer equipment
    and software | 11,305  | 6,063        | 5,242   
|Equipment                           | 83,588  | 38,939       | 44,649  
|Office furniture and
    equipment  | 10,789  | 4,678        | 6,111   
|Leasehold improvements              | 46,457  | 27,880       | 18,577  
|Production equipment                | 531,799 | 231,941      | 299,858 
|Tools                               | 961     | 407          | 554     
|Totals                              | 769,252 | 333,798      | 435,295 





NOTE
10 – Common Stock and Deposits



The Company’s
common stock is traded in the NASD Over-The-Counter Market under the symbol “CPOW”



On March 7,
2007, our board of directors approved a 56 for 1 forward stock split. This became effective with the Secretary of State of Nevada
on March 21, 2007 and increased our issued and outstanding share capital from 2,561,000 common shares to 143,416,000 common shares.
All references to stock issued and stock outstanding have been retroactively adjusted as if the stock
split had taken place on October 17, 2005 (inception).



On April 23,
2007, several parties submitted an aggregate of 93,400,000 common shares to treasury for cancellation without consideration.



On October
26, 2009, the Company decreased its authorized common shares limit from 11,200,000,000 to 1,000,000,000. Shareholder approval
for this change was received October 23, 2009 and a Definitive 14A was filed with the Securities Exchange Commission and recorded
with the Nevada Secretary of State Corporate Registry.

During
the period ended December 31, 2009, a former director of the Company who had submitted $34,600 to the Company for a private placement
subscription requested that his subscription be withdrawn and that the funds provided be recorded on the books of the Company
as a loan advance. The Company complied with this request.



35





CLEAN POWER
CONCEPTS INC. AND SUBSIDIARIES.



Notes to
Financial Statements



Through a share
exchange agreement executed on April 29, 2010, the Company acquired 94.8% of the issued and outstanding common shares of General
Bio Energy Inc. (‘GBE’), a Saskatchewan Corporation, in return for issuance (the ‘Exchange’) of 28,426,612
restricted shares of our common stock (the ‘Shares’) based on a ratio of 18.21 common shares of Clean Power for each
1.00 share common share of GBE submitted for exchange. At April 30, 2010, the Shares had not yet been issued and balances regarding
this transaction are recorded in these financial statements as ‘Deposits’. The consenting
former shareholders of GBE who will receive shares in the Exchange are non-US persons(as that term is defined in Regulation
S of the Securities Act of 1933, as amended) and the Shares will be issued in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933, as amended. The Company’s Transfer Agent will be instructed to round
up to one for any fractional interest which resulted in the calculation of the Exchange.



The Exchange
will have the effect of increasing the issued and outstanding share capital of the Company from 50,0160,000 shares to 78,442,612
shares.As of April 30, 2010, the Shares have not yet been issued.The Shares will not been
registered under the Securities Act of 1933, as amended (the "Securities Act"). They will be deemed "restricted"
securities under the Securities Act and may not be sold or transferred other than pursuant to an effective registration statement
under the Securities Act or any exemption from the registration requirements of the Securities Act. As recorded in the Exchange
Agreement, Mr. Michael Shenher is the sole director, President and CEO, and 66.8% majority shareholder of General Bio Energy Inc.
and is also the sole director, and President and CEO of Clean Power Concepts Inc.





NOTE 12
– Related Party Transactions



During the period,
the following transactions with related entities / persons were conducted:



(i)	The Company
occupies leased premises subject to minimum monthly rent of Cdn$3,500 (US$3,500). The premises are leased from a corporation controlled
by a group of GBE shareholders. Rent payments of US$43,152 and US$39,113 were paid to the related Company during the periods ended
April 30, 2011 and April 30, 2010, respectively.



(ii)	At April
30, 2011 the Company has shareholder loans to related parties totaling $694,067These loans are uncollateralized, have no fixed
repayment dates, do not accrue interest, and are callable at any time. During the twelve months ended April 30, 2011 these shareholders
loan increased by $31,523.



(iii)	Compensation
paid to the Company’s CEO Mr. Michael Shenher totaled USD$89,300 and USD$89,300 during the years ended April 30, 2011 and
April 30, 2010.





NOTE
13 - Stock based payments



The Company
recognized stock based compensation payments USD$25,000 and USD$113,661 for the years ended April 30, 2010 and April 30, 2010
respectively.



The stock based
compensation payments are detailed as follows:



Salaries and
wages for employees of $13,354 were recognized during the period ended April 30, 2009 for which remuneration was granted in stock.
Valued at Cdn$100 per share 135 class C shares were granted to the employees.



The Company
issued 678 class C common shares for total consideration of $67,609 for the purchase of equipment during the period ended April
30, 2009. The class C shares were issued at the rate of Cdn$100 per share, which is at the same rate at which cash investors subscribed
to the class C shares.



The Company
issued 4,500 class A shares for total consideration of $22,257 for the purchase of production equipment during the period ended
April 30, 2009. The class A shares were issued for at a rate of Cdn$5 per share.





36





CLEAN POWER
CONCEPTS INC. AND SUBSIDIARIES.



Notes to
Financial Statements



NOTE 14 – Taxes



Income taxes
at the statutory rate are reconciled to the Company’s actual income taxes as follows:



|Income tax benefit at statutory
    rate resulting from net operating Loss carryforward | (35%)
|--------------------------------------------------------------------------------------- | -----
|Deferred income tax valuation allowance                                                 | 35%  
|Actual tax rate                                                                         | 0%   



The Company's
deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating
Loss):



|Year
    Ending |  | Estimated
    NOLCarry-forward |  | NOLExpires |  | Estimated
    Tax
    Benefitfrom NOL |  | ValuationAllowance |  | Net
    TaxBenefit
|--------------- |  | ------------------------------ |  | ---------- |  | ------------------------------------- |  | ------------------ |  | ------------------
|2008            |  | $ (1,473,688)                  |  | 2028       |  | $   515,791                           |  | $   (515,791)      |  | $    —            
|2009            |  | $ (1,086,609)                  |  | 2029       |  | $   380,313                           |  | $   (380,313)      |  | $    —            
|2010            |  | $    
    (536,996)            |  | 2030       |  | $   187,949                           |  | $   (187,949)      |  | $    —            
|2011            |  | $
      (2,602,294)            |  | 2031       |  | $
      910,803                       |  | $
      (910,803)  |  |                   
|                |  | $
    (5,699,587)              |  |            |  | $1,994,856                            |  | $(1,994,856)       |  | $
       —        
|               



The total valuation
allowance for the year ended April 30, 2011 is $(1994,856) which increased by $(910,803) for the year ended April 30, 2011



NOTE
15 - Financial Instruments and Risk Management



The carrying
value of cash (bank indebtedness), accounts receivable, accounts payables and accruals approximate fair value due to their immediate
or relatively short term maturity. The fair value of long-term debt approximates amortized cost due the interest rates approximating
prime lending costs of similar debt. The fair value of the shareholder loan receivable/payable is not determinable as there is
no interest rate and no set repayments terms.



Risk Management



The Company’s
activities expose it to a variety of financial risks, including risks related to interest rate, credit, and cash flow risk.



Interest
rate risk



The Company’s
interest rate risk is limited to the fluctuation of floating rates on its outstanding long-term debt. The interest rate is a floating
rate of prime plus 1%. A change in the Company’s floating rate of plus or minus 2% would result in the Company’s interest
expense increasing or decreasing by $58,627.



Credit
risk



The Company
is exposed to credit risk as a result of selling product to customers on credit. The maximum value of the Company’s credit
risk is $Nil which is the amount due from customers. Credit risk is managed by the Company by regularly reviewing outstanding
account balances, and by dealing with reputable customers.





37





CLEAN POWER
CONCEPTS INC. AND SUBSIDIARIES.



Notes to
Financial Statements



Cash Flow
Risk



The Company
is exposed to cash flow, risk, which is the risk of not having sufficient cash resources to pay down liabilities while continuing
to expand the plant capabilities. The Company has managed its cash flow risk by regularly following up on its accounts receivable,
shareholder loans, and private investments.



NOTE 16
- Canadian GAAP Reconciliation



The financial
statements of the Company’s subsidiary General Bio Energy were prepared according to Canadian generally accepted accounting
principles (“Canadian GAAP”) and a conversion to United States generally accepted accounting principles (“US
GAAP”) was completed during consolidation. Management has determined there are no material differences between Canadian
GAAP and US GAAP that have an impact on these financial statements.





38





ITEM 9.  CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



There were no
disagreements with our accountants regarding accounting and financial disclosure matters.





ITEM 9A. 
CONTROLS AND PROCEDURES



Evaluation
of Disclosure Controls and Procedures



The Company
maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition
of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed
to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required
to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying
officer has concluded that the Company's disclosure controls and procedures are ineffective in reaching that level of assurance.



As of the end
of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness
of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.



Management's Report on Internal
Control over Financial Reporting



Management of
the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process
designed by, or under the supervision of, the Company's CFO to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally
accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations
of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.



As of April
30, 2011, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based
on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company's internal control
over financial reporting was not effective as of April 30, 2011, as a result of the identification of the material weaknesses
described below.



A material weakness
is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.



39





Specifically,
management identified the following control deficiencies: (1) The Company has not properly segregated duties as one or two individuals
initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals
from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient
financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements
and personally certifies the financial reports; (2) The Company has installed accounting software that does not prevent erroneous
or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting
software. Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial
reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report
is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately
applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.



This annual
report does not include an attestation report of the Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant
to temporary rules of the Securities Exchange Commission that permit the Company to provide only management's report in this annual
report.



Changes in
Internal Control over Financial Reporting



During the last
quarter of the Company’s fiscal year ended April 30, 2011, the Certifying Officers reviewed our internal control over
financial reporting (as defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act as of the Evaluation Date
and concluded that no changes occurred in such control or in other factors during the last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting. Deficiencies identified
include the inadequate segregations of duties, lack of controls over procedures used to enter transactions into the general ledger,
and lack of appropriate review of the reconciliations and supporting workpapers used in the financial close and reporting process.
Due to the potential pervasive effect on the financial statement account balances and disclosures and the importance of the annual
and interim financial closing and reporting process, in the aggregate, management concluded that there was more than a remote
likelihood that a material misstatement in our annual or interim financial statements could occur and would not be prevented or
detected.



Remediation Plan



Please insert



Addition of staff



We have identified that additional
staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to
fulfill this part of our plan and will be addressing this matter once sufficient resources are available.





ITEM 9B.  OTHER INFORMATION



None.







40





PART III





ITEM 10.  DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE



Officers and Directors



Our current
board of directors consists of one individual, Michael Shenher, who is also our Chief Executive Officer.  Each director
will serve until his or her successor is elected and qualified. Our officers are elected by the board of directors to a term of
one (1) year and each serve until his or her successor is duly elected and qualified, or until he or she is removed from office.
The board of directors has no nominating, auditing or compensation committees.



The name, address,
age and position of our present sole officer and director is set forth below:



|Name and Address |  | Age |  | Position(s)                     
|---------------- |  | --- |  | --------------------------------
|                 |  |     |  |                                 
|Michael Shenher  |  | 45  |  | Chairman, President, CEO and CFO



The person named
above has held his offices/positions since February 14, 2006 and is expected to hold his offices/positions until the next annual
meeting of our stockholders.



Background
of Officer and Director



The following
is a brief account of the education and business experience during at least the past five years of our current director and executive
officer, indicating his principal occupation during that period, and the name and principal business of the organization in which
such occupation and employment were carried out.



Michael Shenher - President &
CEO, CFO, PAO, Board Chair, and Director



Mr Shenher has
been our President and Chief Executive Officer since February 14, 2006.  Since 2006, Mr. Shenher has been the President
and Chief Executive Officer of General BioEnergy Inc., a company he founded.  GBE was originally an alternative energy
company and evolved into a bio oil refinery enterprise specializing in petroleum and protein based product supplements and replacements
such as GBE’s MOPO brands of environmentally friendly high performance lubricants. Mr. Shenher’s employment background
also includes: Chief of Staff to a Canadian Federal Member of Parliament 2004-2007; General Manager, Shenher Insurance and Financial
Services 1997-2006; and Regional Manager, Equifax Canada Inc. 1992-1997. Mr. Shenher is also founder and Vice President of Shenher
Real Estate and Mortgage Ltd. Mr. Shenher has participated on Saskatchewan’s roundtable contributing to the Canada West
Foundation’s position paper entitled ‘Canada's Power Play: The Case for a Canadian Energy Strategy for a Carbon-Constrained
World’ and Mr. Shenher is a former member of the ‘Biofuels and Bioproducts Sector Team’ of Enterprise Saskatchewan
which reports directly to the Saskatchewan Minister of Enterprise on alternative energy policy matters. Mr. Shenher is a 2005
recipient of the Saskatchewan Centennial Medal of Honour and is a former board member of City of Regina Parks and Recreation Advisory
Board; the Better Business Bureau; and numerous other community, charity, sports and business advocacy boards.



Mr. Shenher
has been associated with us for over 5 years and brings to the board extensive knowledge about our business operations.  He
also brings to the board significant executive leadership and operational experience.  Mr. Shenher’s prior business
experience and biofuel knowledge along with his tenure at the Company, we believe gives him broad and extensive understanding
of our operations and the proper role and function of the Board.



41





In January 2011,
we entered into an Indemnity Agreement (the “Indemnity Agreement”), with Michael Shenher, our President and Chief
Executive Officer and a director (“Shenher”) and  Randall Edge, an employee (“Edge”) as well
as, Cory Turner, our former Secretary and Treasurer and a director (“Turner”), and John Dawe and/or DAS Corporate
Services Inc., a consultant to our company (“Dawe”; each of Shenher, Edge, Turner and Dawe, an “Indemnified
Party”), pursuant to which we agreed to indemnify each Indemnified Party from and against any and all costs, charges, expenses,
fees, losses, damages or liabilities which arise out of any claim which may be made against such Indemnified Party in connection
with his actions on behalf of our company (a “Claim”); provided, however, that such Indemnified Party acted honestly
and in good faith with a view to the best interests of our Company.  We also agreed to pay or reimburse each Indemnified
Party for reasonable costs, charges or expenses paid or incurred on his behalf whether or not incurred in connection with any
Claim.  Each Indemnity Agreement also provides that we will not be obligated to indemnify an Indemnified Party (i) with
respect to any claims initiated by such Indemnified Party without our prior written consent, except with respect to claims brought
to enforce a right under an Indemnity Agreement or any other statute, regulation, rule or law; or (ii) unless otherwise consented
to in writing by us, for any costs, charges, expenses, fees, damages or liabilities which may have been paid to, or by or on behalf
of, such Indemnified Party under any applicable insurance policy maintained by the Company.



Directors are
elected at each annual meeting of shareholders and hold office until the next annual meeting of shareholders following their election.  To
date, none of our directors have received any compensation from us, whether in the form of cash or securities, for their service
as directors. None of our directors are independent directors.





ITEM 11. EXECUTIVE COMPENSATION



The following
table sets forth the compensation paid by us for the last two fiscal years ended April 30, 2010 and 2011.  This information
includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation,
if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive
officer.



Summary
Compensation Table



|                               |  |      |  |        |  |        |  |        |    |        |  | Non-         |  | Nonqualified |    |         |  |       | 
|------------------------------ |  | ---- |  | ------ |  | ------ |  | ------ | -- | ------ |  | ------------ |  | ------------ | -- | ------- |  | ----- | 
|                               |  |      |  |        |  |        |  |        |    |        |  | Equity       |  | Deferred     |    | All     |  |       | 
|Name                           |  |      |  |        |  |        |  |        |    |        |  | Incentive    |  | Compensa-    |    | Other   |  |       | 
|And                            |  |      |  |        |  |        |  | Stock  |    | Option |  | Plan         |  | tion         |    | Compen- |  |       | 
|Principal                      |  |      |  | Salary |  | Bonus  |  | Awards |    | Awards |  | Compensation |  | Earnings     |    | sation  |  | Total | 
|Position                       |  | Year |  | (US$)  |  | (US$)  |  | (US$)  |    | (US$)  |  | (US$)        |  | (US$)        |    | (US$)   |  | (US$) | 
|(a)                            |  | (b)  |  | (c)    |  | (d)    |  | (e)    |    | (f)    |  | (g)          |  | (h)          |    | (i)     |  | (j)   | 
|Michael                        |  | 2011 |  |        |  | 89,300 |  |        | -- |        |  | --           |  |              | -- |         |  | --    | 
|Shenher,                       |  | 2010 |  |        |  | 89,300 |  |        |    |        |  | --           |  |              | -- |         |  | --    | 
|Chairman, Pres., CEO and CFO   |  |      |  |        |  |        |  |        |    |        |  |              |  |              |    |         |  |       | 
|                               |  |      |  |        |  |        |  |        |    |        |  |              |  |              |    |         |  |       | 
|Corey(1)                       |  | 2011 |  |        |  | 36,476 |  |        |    |        |  | --           |  |              | -- |         |  | --    | 
|Turner,                        |  | 2010 |  |        |  | 41,476 |  |        |    |        |  | --           |  |              | -- |         |  | --    | 
|Former Secretary and Treasurer |  |      |  |        |  |        |  |        |    |        |  |              |  |              |    |         |  |       | 



(1)	 Mr. Turner resigned
from all board positions with the Company in March 2011.



The following
table sets forth the compensation paid by us from to our sole director for the fiscal year ending April 30, 2011.  This
information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation,
if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid to our named director.





42





Director
Compensation



|                |  | Fees    |   |  |        |  |   |        |  |  |                |  |  |              |   |  |              |  |   |       | 
|--------------- |  | ------- | - |  | ------ |  | - | ------ |  |  | -------------- |  |  | ------------ | - |  | ------------ |  | - | ----- | 
|                |  | Earned  |   |  |        |  |   |        |  |  |                |  |  | Nonqualified |   |  |              |  |   |       | 
|                |  | or      |   |  |        |  |   |        |  |  | Non-Equity     |  |  | Deferred     |   |  |              |  |   |       | 
|                |  | Paid in |   |  | Stock  |  |   | Option |  |  | Incentive Plan |  |  | Compensation |   |  | All Other    |  |   |       | 
|                |  | Cash    |   |  | Awards |  |   | Awards |  |  | Compensation   |  |  | Earnings     |   |  | Compensation |  |   | Total | 
|Name            |  | (US$)   |   |  | (US$)  |  |   | (US$)  |  |  | (US$)          |  |  | (US$)        |   |  | (US$)        |  |   | (US$) | 
|(a)             |  | (b)     |   |  | (c)    |  |   | (d)    |  |  | (e)            |  |  | (f)          |   |  | (g)          |  |   | (h)   | 
|Michael Shenher |  |         | 0 |  |        |  | 0 |        |  |  | 0              |  |  |              | 0 |  |              |  | 0 |       | 
|Cory Turner     |  |         | 0 |  |        |  | 0 |        |  |  | 0              |  |  |              | 0 |  |              |  | 0 |       | 



Our directors
do not receive any compensation for serving as a member of the board of directors.



There are no
other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than
as described herein.



Long-Term
Incentive Plan Awards



We not have
any long-term incentive plans that provide compensation intended to serve as incentive for performance.



As of the date
hereof, we have not entered into employment contracts with our sole officer and do not intend to enter into any employment contracts
until such time as it profitable to do so.



Other than the
indemnity agreements with certain officers, we currently maintain no other agreements for employment with any of our other executive
officers or employees.



Audit Committee
Financial Expert



In 2006 the
Board delegated responsibilities of the Audit Committee to the full Board. Due to the fact that the Company is in its Development
Stage, it has not yet been able to recruit and compensate a financial expert for the Audit Committee.



Compliance
With Section 16(a) of the Exchange Act - Beneficial Ownership Reporting Compliance



Section 16(a)
of the Exchange Act as amended requires the Company's officers and directors, and persons who own more than 10% of a registered
class of the Company's equity securities (the "10% Stockholders"), to file reports of ownership and changes of ownership
with the Securities and Exchange Commission. Officers, directors and 10% Stockholders of the Company are required by Commission
regulation to furnish the Company with copies of all Section 16(a) forms so filed.



Based solely
upon a review of filings made and other information available to it, the Company believes that each of the Company's present Section
16 reporting persons filed all forms required of them by Section 16(a) during the year ended April 30, 2011.



Based solely
upon a review of the Forms 3, 4, and 5 furnished to us for the fiscal year ended April 30, 2011, we have determined that our directors,
officers, and greater than 10% beneficial owners complied with all applicable Section 16 filing requirements.



Code of Ethics
and Conduct



The Board approved
a code of ethics and conduct which was filed as an exhibit to our registration statement on Form SB-2 filed May 1, 2006 and is
incorporated herein by reference.





43





ITEM 12.  SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following
table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers
and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders
listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.



|Name                                                                                   |  | Amount
    and Nature of  Beneficial Shares Owned (1) |  | Percent
        of Outstanding
        Ownership
        (2)
|-------------------------------------------------------------------------------------- |  | ----------------------------------------------------- |  | ------------------------------------------------------------
|Michael
        Shenher
        Director,
        Chair, President & CEO, CFO, and PAO |  | 59,272,728 common shares (3)                          |  | 22.57%                                                      
|                                                                                       |  |                                                       |  |                                                             
|Jody Shenher                                                                           |  | 56,994,387 common shares(3)                           |  | 22.57%                                                      
|                                                                                       |  |                                                       |  |                                                             
|All Officers, Directors and Control Persons
    as a Group                             |  | 56,994,387 common shares (3)                          |  | 22.57%                                                      



|Notes:
|------
|      
|(1)   
|      
|(2)   
|      
|(3)   



Change
in Control



We are not aware
of any arrangement that might result in a change of control of our Company in the future.





ITEM 13.  CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



101145064 Saskatchewan Ltd, a company owned
by our Chief Executive Officer and his wife, loaned us money in August 2011 and such loan is evidenced by a promissory note.  The
note which is in the principal amount of $50,000 and bears interest at a rate of 12% per annum is due on demand.  As
of April 30, 2011, we owe $52,250 under the loan.



We lease the premises where our facilities
are located from 101142131 a Saskatchewan Ltd, a company owned by our Chief Executive Officer and his family members.  The
lease commenced on February 1, 2011, and terminates on July 31, 2013, unless extended or renewed.   The annual rent
is $48,000 USD payable in advance, on the first day of each and every month during the term in equal monthly installments of $4,000
USD. The lease is a triple net lease and therefore we are responsible for the payment of certain expenses.



As of April 30, 2011 we owe $245,810, under
two notes issued to the Business Development Bank of Canada secured by a first priority lien on all of our assets. Our Chief Executive
Officer has personally guaranteed repayment of 75% of each of these notes. We are currently in arrears on the monthly payments
under one of these notes in the amount of $21,903.



As of April 30, 2011, we had shareholder loans
to Michael Shenher totaling $746,286. These loans are uncollateralized, have no fixed repayment dates, do not accrue interest and
are callable at any time.





44





ITEM 14.  PRINCIPAL ACCOUNTANT
FEES AND SERVICES



In its capacity as the Audit Committee, the
Board of Directors pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent
auditors. The Board of Directors annually approves the scope and fee estimates for the year-end audit to be performed by the Corporation’s
independent auditors for the fiscal year. With respect to other permitted services, the Board of Directors pre-approves specific
engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To
date, the Company has not engaged its auditors to perform any non-audit related services.



Audit Fees



The aggregate fees billed for the last two fiscal years for professional
services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial
statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with
statutory and regulatory engagements for those fiscal years was:



2011- $10,200 Madsen & Associates CPAs Inc.

2010 – $4,335 – Madsen & Associates CPAs Inc.



Audit - Related Fees



The aggregate fees billed in each of the last two fiscal years for
assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review
of the Company’s financial statements and are not reported in the preceding paragraph:



2011-$Nil – Madsen & Associates CPAs Inc.



2010 – $Nil – Madsen & Associates CPAs Inc.



Tax Fees



The aggregate fees billed in each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:



2011-$Nil – Madsen & Associates CPAs Inc.



2010 – $Nil – Madsen & Associates CPAs Inc.



All Other Fees



The aggregate fees billed in each of the last two fiscal years for
the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3)
was:



2011-$Nil – Madsen & Associates CPAs Inc.



2010 – $Nil – Madsen & Associates CPAs Inc.







45





PART IV



ITEM 15. EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES



|No.  |  | Exhibit Description                                                                                                                                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                           
|3.1  |  | Articles of Incorporation*                                                                                                                                                                                                                                                
|3.2  |  | Certificate of Amendment of Articles of Incorporation*                                                                                                                                                                                                                    
|3.2  |  | Bylaws*                                                                                                                                                                                                                                                                   
|10.1 |  | Share Exchange Agreement, dated April 29, 2010, between the Company, General Bio Energy
    Inc. and the Selling Shareholders (incorporated by reference to the Company’s Current Report on Form 8-K filed with the
    Securities and Exchange Commission on May 3, 2010)
|10.2 |  | Distributor Agreement, dated January 1, 2011, between General Bio Energy Inc. and K.N.D.
    Feeds Ltd. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
    Commission on January 13, 2011)                 
|10.3 |  | Memorandum of Understanding, dated January 15, 2011, between the Company and Chongqing Grain
    Croup Co., LTD (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
    Commission on January 25, 2011)         
|10.4 |  | Lease, dated March 15, 2011,
between Great Plains Oil & Exploration and the Company (incorporated by reference to the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on March 11, 2011)                                           
|10.5 |  | Investment Agreement, dated April 12, 2011, between the Company and Centurion Private Equity,
    LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
    on April 14, 2011)                     
|10.6 |  | Registration Rights Agreement, dated April 12, 2011, between the Company and Centurion Private
    Equity, LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange
    Commission on April 14, 2011)            
|10.7 |  | Joint Venture Agreement, dated April 29, 2011, between the Company and Chongqing Grain Group,
    Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
    on May 5, 2011)                       
|10.8 |  | Joint Venture Agreement, dated May 18, 2011, between the Company and Wuhan Haitong Shipping
    and Logistics Co., LTD (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities
    and Exchange Commission on May 24, 2011)      
|14.1 |  | Code of Ethics*                                                                                                                                                                                                                                                           
|31.1 |  | Certificate of President and Chief Executive Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                         
|31.2 |  | Certificate of Chief Executive Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                       
|32.1 |  | Certificate of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                           



*    Incorporated
herein by reference to the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission
on May 1, 2006.





46





SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, there unto duly authorized.



CLEAN POWER CONCEPTS
INC.



/s/ Michael Shenher

Michael Shenher

President and Chief Executive
Officer, Chief Financial Officer,

Principal Accounting Officer,
Director and Board Chair



Dated: August 15, 2011







Pursuant to the Securities
Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.



/s/ Michael Shenher

Michael Shenher

President and Chief Executive
Officer, Chief Financial Officer,

Principal Accounting Officer,
Director and Board Chair





Dated: August 15, 2011











47