---

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

FORM 10-QSB

[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the quarterly period ended **March 31, 2007**

[   ] Transition Report pursuant to 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period __________ to __________

Commission File Number: 333-133710

CLEAN POWER CONCEPTS INC.(Exact name of small business issuer as specified in its charter)

|Nevada                                                   | 98-0490694                          
|-------------------------------------------------------- | ------------------------------------
|(State or jurisdiction of incorporation or organization) | (I.R.S. Employee Identification No.)

Suite 290  601 Cordova Street, Vancouver, British
Columbia, Canada, V6C 1G1(Address of principal executive
offices)

1-604-488-0266(Issuers telephone
number)

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

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
  past 12 months (or for such shorter period that the registrant was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days. 
  [X]Yes[   ] No

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

State the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date.

50,016,000 common shares issued and outstanding as of May 9,
  2007

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

1

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INDEX

|         |                       |                                                                                                                                                                                        | Page
|-------- | --------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|         |                       |                                                                                                                                                                                        |     
|PART I.  | FINANCIAL INFORMATION |                                                                                                                                                                                       
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 1.               | Financial Statements                                                                                                                                                                   | 3   
|         |                       |                                                                                                                                                                                        |     
|         |                       | Consolidated Balance Sheets as at March 31, 2007 with comparative
      figures as at June 30, 2006                                                                                    | 5   
|         |                       |                                                                                                                                                                                        |     
|         |                       | Consolidated Statement of Operations 
      For the three and six months ended March 31, 2007 and 2006 for the period
      October 17, 2005 (Date of Inception) to March 31, 2007     | 6   
|         |                       |                                                                                                                                                                                        |     
|         |                       | Consolidated Statement of Cash Flows 
      For the three and six months ended March 31, 2007 and 2006 and for the period
      October 17, 2005 (Date of Inception) to March 31, 2007 | 7   
|         |                       |                                                                                                                                                                                        |     
|         |                       | Consolidated Statement of Stockholders' Equity 
      For the period from October 17, 2005 (Date of Inception) to March 31, 2007                                                       | 8   
|         |                       |                                                                                                                                                                                        |     
|         |                       | Notes to the Financial Statements.                                                                                                                                                     | 9   
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 2.               | Managements Discussion and Analysis or Plan of Operation                                                                                                                              | 14  
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 3.               | Controls and Procedures                                                                                                                                                                | 20  
|         |                       |                                                                                                                                                                                        |     
|PART II. | OTHER INFORMATION     |                                                                                                                                                                                       
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 1.               | Legal Proceedings                                                                                                                                                                      | 20  
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 2.               | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                            | 20  
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 3.               | Defaults Upon Senior Securities                                                                                                                                                        | 20  
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 4.               | Submission of Matters to a Vote of Security Holders                                                                                                                                    | 20  
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 5.               | Other Information                                                                                                                                                                      | 20  
|         |                       |                                                                                                                                                                                        |     
|         | ITEM 6.               | Exhibits                                                                                                                                                                               | 20  
|         |                       |                                                                                                                                                                                        |     
|         |                       | SIGNATURES                                                                                                                                                                             | 22  

2

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PART 1  FINANCIAL INFORMATION

ITEM
1.           FINANCIAL
STATEMENTS

The accompanying consolidated balance sheets of Clean Power
Concepts Inc. (formerly Loma Verde Inc.) and subsidiary (a pre-exploration and
development stage company) at March 31, 2007 and the consolidated statement of
operations and consolidated statement of cash flow for the three and nine months
ended March 31, 2007 and 2006 and for the period from October 17, 2005 (date of
incorporation) to March 31, 2007 have been prepared by our management in
conformity with accounting principles generally accepted in the United States of
America.

It is the opinion of management that the interim consolidated
financial statements for the quarter ended March 31, 2007 includes all
adjustments necessary in order to ensure that the interim consolidated financial
statements are not misleading.

3

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.)

(A Pre-Exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31,
2007 (Unaudited)Stated in U.S. Dollars









4

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.)

(A Pre-Exploration Stage Company)

INTERIM CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2007
(Unaudited)Stated in U.S. Dollars

|                                                                        |   | March 31, |   |   | June 30, |  
|----------------------------------------------------------------------- | - | --------- | - | - | -------- | -
|                                                                        |   | 2007      |   |   | 2006     |  
|                                                                        |   |           |   |   |          |  
|ASSETS                                                                  |   |           |   |   |          |  
|Current                                                                 |   |           |   |   |          |  
|Cash                                                                    | $ | 100,217   |   | $ | 1,169    |  
|                                                                        |   |           |   |   |          |  
|                                                                        | $ | 100,217   |   | $ | 1,169    |  
|                                                                        |   |           |   |   |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                |   |           |   |   |          |  
|Current                                                                 |   |           |   |   |          |  
|Accounts payable and accrued liabilities                                | $ | 12,368    |   | $ | 8,311    |  
|Demand loans  Note 6                                                   |   | 138,400   |   |   | -        |  
|Accounts payable  related party  Note 5                               |   | 20,207    |   |   | 5,947    |  
|                                                                        |   | 170,975   |   |   | 14,258   |  
|                                                                        |   |           |   |   |          |  
|STOCKHOLDERS (DEFICIENCY) EQUITY                                       |   |           |   |   |          |  
|Authorized:                                                             |   |           |   |   |          |  
|11,200,000,000 common shares with a par value of $0.001 per
      share |   |           |   |   |          |  
|                                                                        |   |           |   |   |          |  
|Issued and Outstanding:                                                 |   |           |   |   |          |  
|143,416,000 shares - Note 7                                             |   | 143,416   |   |   | 143,416  |  
|                                                                        |   |           |   |   |          |  
|Additional paid-in capital                                              |   | (110,616  | ) |   | (116,616 | )
|Deficit Accumulated During The Pre-Exploration Stage                    |   | (103,558  | ) |   | (39,889  | )
|                                                                        |   | (70,758   | ) |   | (13,089  | )
|                                                                        |   |           |   |   |          |  
|                                                                        | $ | 100,217   |   | $ | 1,169    |  

The accompanying notes are an integral part of these unaudited
financial statements

5

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.)

(A Pre-Exploration Stage Company)

INTERIM CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Stated in U.S. Dollars

THREE MONTHS ENDED
      
      
      
      
      
      
      
      
      CumulativeMARCH 31
      
      
      
      
      
      
      
      
      FromInceptionNine Months
      
      
      From
      
      
      October 17,Ended
      
      
      Inception to
      
      
      2005 toMarch 31,
      
      
      March 31,
      
      
      March 31,2007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      2007Revenue
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -ExpensesAccounting and audit
      
      575
      
      
      3,995
      
      
      4,120
      
      
      3,995
      
      
      14,215Bank charges
      
      87
      
      
      78
      
      
      247
      
      
      207
      
      
      569Consulting fees
      
      37,150
      
      
      2,500
      
      
      37,150
      
      
      2,500
      
      
      47,150Filing fees
      
      634
      
      
      -
      
      
      809
      
      
      432
      
      
      1,441Foreign exchange loss
      
      (8
      )
      
      -
      
      
      (8
      )
      
      -
      
      
      (8
      )(gain)Geology report
      
      -
      
      
      -
      
      
      -
      
      
      200
      
      
      4,500Incorporation costs
      
      -
      
      
      4,500
      
      
      -
      
      
      4,500
      
      
      1,424Legal fees
      
      13,909
      
      
      -
      
      
      13,909
      
      
      1,424
      
      
      16,409Management fees
      
      -
      
      
      1,500
      
      
      3,000
      
      
      3,000
      
      
      7,500Office
      
      (484
      )
      
      538
      
      
      1,317
      
      
      558
      
      
      2,043Rent
      
      600
      
      
      900
      
      
      1,800
      
      
      1,800
      
      
      4,500Telephone &
      
      (86
      )
      
      600
      
      
      1,200
      
      
      1,200
      
      
      3,000communicationsTransfer agent fees
      
      25
      
      
      -
      
      
      125
      
      
      -
      
      
      81552,402
      
      
      14,633
      
      
      63,669
      
      
      19,816
      
      
      103,558Net Loss for the Period
      
      (52,402
      )
      
      (14,633
      )
      
      (63,669
      )
      
      (19,816
      )
      
      (103,558
      )Basic and Diluted Lossper Share
      $
      (0.01
      )
      $
      (0.01
      )
      $
      (0.01
      )
      $
      (0.01
      )Weighted averagenumber ofShares outstanding
      
      7,701,693
      
      
      1,176,833
      
      
      7,701,693
      
      
      1,176,833


The accompanying notes are an integral part of these unaudited
financial statements

6

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.)

(A Pre-Exploration Stage Company)

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS(Unaudited)Stated in U.S. Dollars

|                                     |   |             |   |   |              |   |   |                |  
|------------------------------------ | - | ----------- | - | - | ------------ | - | - | -------------- | -
|                                     |   |             |   |   |              |   |   | Cumulative     |  
|                                     |   |             |   |   |              |   |   | from Inception |  
|                                     |   | Nine Months |   |   | From         |   |   | October 17,    |  
|                                     |   | Ended       |   |   | Inception to |   |   | 2005 to        |  
|                                     |   | March 31    |   |   | March 31     |   |   | March 31,      |  
|                                     |   | 2007        |   |   | 2006         |   |   | 2007           |  
|                                     |   |             |   |   |              |   |   |                |  
|Cash Flows from Operating Activities |   |             |   |   |              |   |   |                |  
|                                     |   |             |   |   |              |   |   |                |  
|Net loss for the period              |   | (63,669     | ) |   | (19,816      | ) |   | (103,558       | )
|                                     |   |             |   |   |              |   |   |                |  
|Adjustments to reconcile Net Loss to |   |             |   |   |              |   |   |                |  
|Net Cash Provided (Used )by          |   |             |   |   |              |   |   |                |  
|Operating Activities:                |   |             |   |   |              |   |   |                |  
|                                     |   |             |   |   |              |   |   |                |  
|Change in accounts                   |   |             |   |   |              |   |   |                |  
|payable and                          |   | 4,057       |   |   | 2,016        |   |   | 12,368         |  
|accrued liabilities                  |   |             |   |   |              |   |   |                |  
|Capital contributions               |   | 6,000       |   |   | 6,000        |   |   | 15,000         |  
|expenses from related                |   |             |   |   |              |   |   |                |  
|parties                              |   |             |   |   |              |   |   |                |  
|                                     |   | (53,612     | ) |   | (11,800      | ) |   | (76,190        | )
|                                     |   |             |   |   |              |   |   |                |  
|Cash Flows from Investing Activities |   | -           |   |   | -            |   |   | -              |  
|                                     |   |             |   |   |              |   |   |                |  
|Cash Flows from Financing Activities |   |             |   |   |              |   |   |                |  
|                                     |   |             |   |   |              |   |   |                |  
|Proceeds from issuance               |   | -           |   |   | 17,800       |   |   | 17,800         |  
|of common stock                      |   |             |   |   |              |   |   |                |  
|Demand loans                         |   | 138,400     |   |   | -            |   |   | 138,400        |  
|Due to related parties               |   | 14,260      |   |   | 779          |   |   | 20,207         |  
|                                     |   | 152,660     |   |   | 18,579       |   |   | 176,407        |  
|                                     |   |             |   |   |              |   |   |                |  
|                                     |   | -           |   |   | -            |   |   | -              |  
|Net Increase in Cash                 |   |             |   |   |              |   |   |                |  
|for The Period                       |   |             |   |   |              |   |   |                |  
|                                     |   | 99,048      |   |   | 6,779        |   |   | 100,217        |  
|Cash, Beginning of                   |   |             |   |   |              |   |   |                |  
|Period                               |   | 1,169       |   |   | -            |   |   | -              |  
|                                     |   |             |   |   |              |   |   |                |  
|Cash, End of Period                  | $ | 100,217     |   | $ | 6,779        |   | $ | 100,217        |  

The accompanying notes are an integral part of these unaudited
financial statements

7

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CLEAN POWER CONCEPTS, INC. and SUBSIDARY(Formerly Loma Verde Inc.) (A Pre-Exploration Stage
Company) INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITYPeriod October 17, 2005 (date of inception) to March 31, 2007
(Unaudited)Stated in U.S. Dollars

Capital
      
      DeficitCommon
      
      Par
      
      In Excess of
      
      Accumu-Shares
      
      Value
      
      Par Value
      
      lated
      
      TOTAL$
      
      $
      
      $
      
      $Balance, October 17, 2005
      -
      
      -
      
      -
      
      -
      
      -Issuance of common shares forcash at $0.001  February 15,2006
      126,000,000
      
      126,000
      
      (123,750
      )
      -
      
      2,250Issuance of common shares forcash at $.05 - January 31, 2006
      17,416,000
      
      17,416
      
      (1,866
      )
      -
      
      15,550Capital contributions - expenses
      
      
      
      
      9,000
      
      -
      
      9,000Net operating loss for the year
      
      
      
      
      
      
      (39,889
      )
      (39,889
      )Balance, June 30, 2006
      143,416,000
      
      143,416
      
      (116,616
      )
      (39,889
      )
      (13,089
      )Capital contributions - expenses
      
      
      
      
      6,000
      
      
      
      6,000Net loss for the
        period
      
      
      
      
      
      
      (63,669
      )
      (63,669
      )Balance, March 31, 2007
      143,416,000
      
      143,416
      
      (110,616
      )
      (103,558
      )
      (70,758
      )


The accompanying notes are an integral part of these unaudited
financial statements

8

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.) (A Pre-Exploration Stage
Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2007
(Unaudited)

Note
1INTERIM
FINANCIAL STATEMENTS

While the information presented in the accompanying interim
nine months consolidated financial statements is unaudited, it includes all
adjustments which are, in the opinion of management, necessary to present fairly
the financial position, results of operations and cash flows for the interim
periods presented in accordance with the accounting principles generally
accepted in the United States of America. These interim financial statements
follow the same accounting policies and methods of their application as the
Companys June 30, 2006 annual consolidated financial statements. All
adjustments are of a normal recurring nature. It is suggested that these interim
financial statements be read in conjunction with the Companys June 30, 2006
annual financial statements.

Operating results for the nine months ended March 31, 2007 are
not necessarily indicative of the results that can be expected for the year
ended June 30, 2007.

Note
2NATURE AND
CONTINUANCE OF OPERATIONS

Loma Verde Inc. (the Company) was incorporated on October 17,
2005 under the laws of the State of Nevada, USA. The Company is a public company
whose common shares are listed for trading on the United States Over-the Counter
Bulletin Board. The Company organized its wholly owned subsidiary, Loma Verde
Explorations Ltd., which was incorporated in British Columbia on October 28,
2005.

The Company was 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, had been acquired.
However, since the Company had not established the existence of a commercially
minable ore deposit, it has decided to abandon its mineral claims and pursue
other business opportunities.

On March 16, 2007, Peter Hill resigned as our President, CEO,
CFO, Secretary and Treasurer of our company and as a result, we appointed Cory
Turner as our President, CEO, CFO, Secretary, Treasurer and as a member of our
board of directors. Also on March 16, 2007, after the appointment of Cory Turner
as a director, Peter Hill resigned as a director.

On March 22, 2007, a wholly owned subsidiary of the Company,
Clean Power Concepts, Inc. was incorporated under the laws of the State of
Nevada. By agreement, effective April 2, 2007, Clean Power Concepts, Inc. was
merged into the Company for the sole purpose of changing the Companys name. The
Company became the surviving entity and changed its name form Loma Verde Inc. to
Clean Power Concepts Inc. to further reflect the Companys anticipation of
exiting the mining exploration business and pursuing other business
opportunities. 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. The number of shares, amount of consideration allocated to par
value and additional paid-in capital have been retroactively restated to reflect
this forward split.

With the recent abandonment of its mineral claims, we are
simultaneously seeking alternate business opportunities in other industries, one
of which is the alternative energy business.

9

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.) 
  (A Pre-Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  March 31, 2007 
  (Unaudited)

Note
2 **NATURE
AND CONTINUANCE OF OPERATIONS (continued)**

These financial statements have been prepared in accordance with
  generally accepted accounting principles applicable to a going concern, which
  assumes that the Company will be able to meet its obligations and continue its
  operations for its next twelve months. Realization values may be substantially
  different from carrying values as shown and these financial statements do not
  give effect to adjustments that would be necessary to the carrying values and
  classification of assets and liabilities should the Company be unable to continue
  as a going concern. At March 31, 2007, the Company had not yet achieved profitable
  operations, has accumulated losses of $103,558 since its inception, has a working
  capital deficiency of $70,758 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 generate future profitable
  operations and/or to obtain the necessary financing to meet its obligations
  and repay its liabilities arising from normal business operations when they
  come due. Management has no formal plan in place to address this concern but
  considers that the Company will be able to obtain additional funds by equity
  financing and/or related party advances, however there is no assurance of additional
  funding being available.

Note
3 **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Accounting Methods

The Company recognizes income and expenses based on the accrual
method of accounting. Dividend Policy The Company has not yet adopted a
policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts is computed based on
the weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average number of
common and common equivalent shares outstanding as if shares had been issued on
the exercise of the common share rights unless the exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.

Principles of Consolidation

The accompanying consolidated financial statements include the
accounts of Clean Power Concepts, Inc. (parent) and its subsidiary from their
inception. All significant intercompany accounts and balances have been
eliminated in consolidation.

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets and makes
adjustments, if the carrying value exceeds fair value.

Income Taxes

The Company utilizes the liability method of accounting for
income taxes. Under the liability method deferred tax assets and liabilities are
determined based on differences between financial reporting and the tax bases of
the assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect, when the differences are expected to be reversed. An
allowance against deferred tax assets is recorded, when it is more likely than
not, that such tax benefits will not be realized.

10

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.) 
  (A Pre-Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  March 31, 2007 
  (Unaudited)

Note
3 SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (continued)

On March 31, 2007, the Company had a net operating loss carry
forward of $103,558 for income tax purposes. The tax benefit of approximately
$31,000 from the loss carry forward has been fully offset by a valuation reserve
because the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future years. The
carry forward losses will expire in 2027.

Foreign Currency Translations

Part of the transactions of the Company were completed in
Canadian dollars and have been translated to US dollars as incurred, at the
exchange rate in effect at the time, and therefore, no gain or loss from the
translation is recognized. The functional currency is considered to be US
dollars.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or
the completion of a service provided. Advertising and Market Development
The company expenses advertising and market development costs as incurred.

Financial Instruments

Due to short term maturities the carrying amounts of financial
instruments are considered by management to be their fair value to their short
term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing
financial statements in accordance with general accepted accounting principles.
Those estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company
considers all highly liquid investments with a maturity of three months or less
to be cash equivalents.

Unproven Mining Claim Costs

Cost of acquisition, exploration, carrying and retaining
unproven properties are expensed as incurred.

Environmental Requirements

At the report date environmental requirements related to the
mineral claim acquired are unknown and therefore any estimate of any future cost
cannot be made.

11

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.) 
  (A Pre-Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  March 31, 2007 
  (Unaudited)

Note
3 **SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent
accounting pronouncements will have a material impact on its financial
statements.

Note
4 **ACQUISITION AND ABANDONMENT OF MINERAL CLAIMS**

The Companys subsidiary acquired three mineral claims, known
as the HV-12, Thistle 2 and Thistle 3, situated in British Columbia, which had
an expiration date of March 1, 2007, and February 10, 2007 for the latter two
claims. The claims could have been extended yearly by the payment of $5,026 Cdn
or the completion of work on the property of $5,026 Cdn. plus a filing fee. It
was decided by management that since the Company had not established the
existence of a commercially minable ore deposit on the claims, the mineral
properties would be abandoned and allowed to expire. On the date of this report,
the Company is pursuing other business opportunities.

Note
5 **SIGNIFICANT TRANSACTIONS WITH RELATED PARTY**

As at March 31, 2007, directors have made advances to the
Company totaling $20,207. The amounts due to related parties are due to
directors of the Company and represent cash advances and unpaid compensation.
These amounts are unsecured, non-interest bearing and have no specific terms of
repayment. As at March 31, 2007, the officers and directors have no shares in
the Company.

Note
6 **SHORT
TERM ADVANCES AND DEMAND LOAN**

The Company has received short term advances from a third party
totaling $138,400 that are payable on demand, unsecured and non-interest
bearing.

Note
7 **CAPITAL STOCK**

On March 7, 2007, our board of directors approved a 56 for one
(1) forward stock split of our authorized, issued and outstanding shares of
common stock. The forward stock split was effective with the Secretary of State
of Nevada on March 21, 2007. As a result, our authorized capital increased from
200,000,000 shares of common stock to 11,200,000,000 shares of common stock. Our
issued and outstanding share capital increased from 2,561,000 shares of common
stock to 143,416,000 shares of common stock. The Statement of Stockholders'
Equity shows post split shares from the date of inception.

Note
8 **SUBSEQUENT EVENTS**

On April 23, 2007, several of our insiders returned an
aggregate of 93,400,000 shares of our common stock to our company for
cancellation without consideration. As of May 14, 2007, we had 50,016,000 shares
of common stock issued and outstanding.

Note
9 **GOING
CONCERN**

The Company intends to seek business opportunities that will
provide a profit and sustainable growth. However, the Company does not have the
working capital necessary to be successful in this effort and to service its
debt, which raises substantial doubt about its ability to continue as a going
concern.

12

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CLEAN POWER CONCEPTS, INC. and SUBSIDIARY(Formerly Loma Verde Inc.) 
  (A Pre-Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
  March 31, 2007 
  (Unaudited)

Note
9 GOING
CONCERN (continued)

Continuation of the Company as a going concern is dependent
upon obtaining additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional loans from related parties, and equity funding, which will enable the
Company to operate for the coming year.

13

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ITEM
2.MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as
that term is defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Financial information contained in this quarterly report and in
our consolidated unaudited financial statements is stated in United States
dollars and are prepared in accordance with United States generally accepted
accounting principles. The following discussion should be read in conjunction
with our consolidated unaudited financial statements and the related notes that
appear elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this quarterly report, particularly in the section entitled "Risk Factors".

As used in this quarterly report and unless otherwise
indicated, the terms "we", "us", "our" and "Clean Power" means Clean Power
Concepts, Inc. and our wholly-owned subsidiary.

Corporate History

We were incorporated on October 17, 2005 under the laws of the
State of Nevada, United States. Our sole subsidiary, called Loma Verde
Explorations Ltd., was incorporated in British Columbia on October 28, 2005.

Following incorporation, we commenced operations as an
exploration stage mining company and sought out the acquisition and development
of prospective mineral claims. Too date, we have not established the existence
of a commercially minable ore deposit.

On March 22, 2007, we incorporated Clean Power Concepts, Inc.,
a Nevada company, for the sole purpose of effecting a name change of our company
by way of merger. By agreement, effective April 2, 2007, Clean Power Concepts
was merged into our company, with our company carrying on as the surviving
company under the name Clean Power Concepts Inc. The name change was effected to
reflect our decision to simultaneously pursue other business opportunities
outside of the mining exploration business. In conjunction with the merger, we
effected a forward stock split of our authorized, issued and outstanding common
stock on a 56 for 1 basis, whereby each share of our common stock prior to the
split was equal to 56 shares following the split. The forward split was
effective March 21, 2007. The number of shares, amount of consideration
allocated to par value and additional paid-in capital have been retroactively
restated to reflect this forward split.

Our Current Business

To date, our company has not been as successful as hoped in
developing our mining claims. Management has determined that the business does
not present the best opportunity for our company to realize value for our
shareholders. Accordingly, we are simultaneously seeking business opportunities
in other industries. Depending upon the business opportunity, we may acquire
assets or technologies to develop our own business or we may seek out business
opportunities with established business entities for the merger of another
entity with our company. In certain instances, a target business may wish to
become a subsidiary of us or may wish to contribute assets to us rather than
merge. Although we have identified certain technologies associated with the
alternative energy business as a potential business opportunity, we have not
entered into any definitive agreements and there can be no assurance that we
will be able to enter into any definitive agreements. We anticipate that any new
acquisition or business

14

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opportunity identified by our company will require additional
financing. There can be no assurance, however, that we will be able to acquire
the financing necessary to enable us to pursue our plan of operation. If our
company requires additional financing and we are unable to acquire such funds,
our business may fail.

PLAN OF OPERATIONS

Overview

Discussion of our financial condition and results of operations
  should be read in conjunction with our consolidated unaudited financial statements
  and the notes thereto included elsewhere in this quarterly report prepared in
  accordance with accounting principles generally accepted in the United States.
  This discussion contains forward-looking statements that reflect our plans,
  estimates and beliefs. Our actual results could differ materially from those
  anticipated in these forward-looking statements.

Plan of Operation

As of March 31, 2007 our company had cash of $100,217 and a
working capital deficiency of $70,758. We estimate our general operating
expenses for the next twelve month period to be as follows:

Estimated
      Operating Expenses For the Next Twelve Month PeriodOperating ExpensesConsultant Compensation
    $
    300,000Due
      Diligence Costs
    $
    100,000Professional Fees
    $
    100,000General
      and Administrative Expenses
    $
    100,000Total
    $
    600,000


Employees

Currently we have no employees other than our sole officer, Mr.
Cory Turner. We anticipate that we will be conducting most of our business
through agreements with consultants and third parties. Our sole officer does not
have an employment agreement with us.

Consultant Compensation

Given the early stage of our operations, we intend to continue
to outsource our professional and personnel requirements by retaining
consultants on an as-needed basis. We estimate that our consultant and related
professional compensation expenses for the next twelve month period will be
approximately $300,000.

Due Diligence Costs

We anticipate that we will incur approximately $100,000 during
the next twelve months in connection with our company locating, evaluating and
negotiating potential business opportunities through which to carry out an asset
acquisition or business combination. We anticipate that we will incur additional
expenses if we are successful in locating a business opportunity and enter into
an agreement to acquire assets or carry out a business combination with a
suitable target company. If we acquire assets, we will require significant funds
to develop and commercialize the products or technologies in addition to any
acquisition costs that may be incurred. It is not possible to estimate such
funding requirements until such time as we enter into a definitive agreement.

15

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Professional Fees

We expect to incur on-going legal, accounting and audit
expenses to comply with our reporting responsibilities as a public company under
the United States Securities Exchange Act of 1934, as amended. We estimate such
expenses for the next fiscal year to be approximately $100,000.

General and Administrative Expenses

We anticipate spending $100,000 on general and administrative
costs in the next twelve month period. These costs primarily consist of expenses
such as office supplies, rent and office equipment.

Exploration Costs in regards to Mineral Properties

As of the date of this quarterly report, we have not determined
whether to advance additional funds in regards to our current mining interests
or to spend additional funds on new mineral interests.

Liquidity and Capital Resources

As of March 31, 2007, we had cash of $100,217 and $170,975 in
current liabilities. The current liabilities consisted of accounts payable and
accrued liabilities, demand loans and accounts payable to a related party. We
had a working capital deficiency of $70,758 as of March 31, 2007.

To date, we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements. We expect this situation to continue for the foreseeable
future. We anticipate that we will have negative cash flows during the next
twelve month period.

We incurred a net loss of $52,402 for the three months ended
March 31, 2007. As indicated above, we anticipate that our estimated working
capital requirements and projected operating expenses for the next twelve months
will be $600,000. As we had a working capital deficiency of $70,758 as of March
31, 2007, we will be required to raise additional funds through the issuance of
equity securities or through debt financing in order to carry-out our plan of
operations for the next twelve month period. There can be no assurance that we
will be successful in raising the required capital or that actual cash
requirements will not exceed our estimates.

Given that we have not achieved profitable operations to date,
our cash requirements are subject to numerous contingencies and risk factors
beyond our control, including operation and acquisition risks, competition from
well-funded competitors, and our ability to manage growth. We can offer no
assurance that our company will generate cash flow sufficient to achieve
profitable operations or that our expenses will not exceed our projections. If
our expenses exceed estimates, we will require additional monies during the next
twelve months to execute our business plan.

There are no assurances that we will be able to obtain funds
required for our continued operation. There can be no assurance that additional
financing will be available to us when needed or, if available, that it can be
obtained on commercially reasonable terms. If we are not able to obtain
additional financing on a timely basis, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease the operation of our business.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further long-term financing, successful operation or our reclaimed textiles
business or successful development of a suitable alternative business and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

Future Financings

We anticipate that additional funding, when required, will be
in the form of equity financing from the sale of our common stock or through
debt financing. However, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock or
through debt financing on commercially reasonable terms to fund operations. We
do not currently have any arrangements in place for any future equity or debt
financing. Our limited operating history and our

16

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lack of significant tangible capital assets makes it unlikely
that we will be able to obtain significant debt financing in the near future.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying disclosures of our company. Although these estimates
are based on management's knowledge of current events and actions that our
company may undertake in the future, actual results may differ from such
estimates.

Going Concern

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, in their report on the
annual financial statements for the year ended June 30, 2006, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

New Accounting Pronouncements

We have determined that there were no new accounting
pronouncements as of May 9, 2007 which have a material effect on our company or
our operations

RISKS FACTORS

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward-looking
statements. Such forward-looking statements include any projections and
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other forward-looking statements
involve various risks and uncertainties as outlined below. We caution the reader
that important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other
forward-looking statements.

We have had negative cash flows from operations and if we
are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $100,217 and a working capital
deficiency of $70,758 as of March 31, 2007. We do not have sufficient funds to
independently finance the acquisition and development of prospective mineral
properties or to seek out prospective business opportunities in alternative
industries. We do not expect to generate any revenues for the foreseeable
future. Accordingly, we will require additional funds, either from equity or
debt financing, to maintain our daily operations and to locate, acquire and
develop a prospective property or consummate alternative business opportunities.
Obtaining additional financing is subject to a number of factors, including
economic factors, investor sentiment and any business opportunities or
prospective property interests that we may enter into in the future. Financing,
therefore, may not be available on acceptable

17

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terms, if at all. The most likely source of future funds
presently available to us is through the sale of equity capital. Any sale of
share capital, however, will result in dilution to existing shareholders. If we
are unable to raise additional funds when required, we may be forced to delay
our plan of operation and our entire business may fail.

We currently do not generate revenues, and as a result, we
face a high risk of business failure.

We do not hold an interest in any revenue generating property
and we have not identified a suitable alternative business opportunity from our
mining interests. From the date of our incorporation, we have primarily focused
on the location and acquisition of mineral properties. We have not generated any
revenues to date. In order to generate revenues, we will incur substantial
expenses in the location, acquisition and development of a prospective property
or alternative business. We therefore expect to incur significant losses into
the foreseeable future. We recognize that if we are unable to generate
significant revenues from our activities, our entire business may fail. There is
no history upon which to base any assumption as to the likelihood that we will
be successful in our plan of operation, and we can provide no assurance to
investors that we will generate any operating revenues or achieve profitable
operations.

Due to the speculative nature of the exploration of mineral
properties, there is substantial risk that our business will fail.

The business of mineral exploration and development is highly
speculative involving substantial risk. There is generally no way to recover any
funds expended on a particular property unless reserves are established and
unless we can exploit such reserves in an economic manner. We can provide
investors with no assurance that any property interest that we may acquire will
provide commercially exploitable reserves. Any expenditures by our company in
connection with locating, acquiring and developing an interest in a mineral
property may not provide or contain commercial quantities of reserves.

Upon completion of a business opportunity or combination,
there can be no assurance that we will be able to successfully manage or achieve
growth of that business opportunity or combination.

Our ability to achieve growth upon the acquisition of a
suitable business opportunity or business combination will be dependent upon a
number of factors including our ability to hire and train management and other
employees and the adequacy of our financial resources. There can be no assurance
that we will be able to successfully manage any business opportunity or business
combination. Failure to manage anticipated growth effectively and efficiently
could have a material adverse effect on our company.

If we complete a business opportunity or combination,
management of our company may be required to sell or transfer common shares and
resign as members of our board of directors.

A business combination or acquisition of a business opportunity
involving the issuance of our common shares may result in new shareholders
obtaining a controlling interest in our company. Any such business combination
or acquisition of a business opportunity may require management of our company
to sell or transfer all or a portion of the shares they hold in our company and
require such individuals to resign as members of our board. The resulting change
in control of our company could result in the removal of one or more of our
present officers and directors and a corresponding reduction in or elimination
of their participation in the future affairs of our company.

If we complete a business opportunity or combination, we may
be required to issue a substantial number of common shares which would dilute
the shareholdings of our current shareholders and result in a change of control
of our company.

We may pursue the acquisition of a business opportunity or a
business combination with a private company. The likely result of such a
transaction would result in our company issuing common shares to shareholders of
such private company. Issuing previously authorized and unissued common shares
in the capital of our company will reduce the percentage of common shares owned
by existing shareholders and may result in a change in the control of our
company and our management.

We have no agreement for a business combination or other
transaction and there can be no assurance that we will be able to successfully
identify and evaluate a suitable business opportunity.

As at the date of this report, we have no arrangement,
agreement or understanding with respect to acquiring a business opportunity or
engaging in a business combination with any private entity. The success of our
company following an entry into any business opportunity or business combination
will depend to a great extent on the operations, financial condition and
management of any identified business opportunity. While management intends to
seek business opportunities and/or business

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combinations with entities with established operating
histories, there is no assurance that we will successfully locate business
opportunities meeting such criteria. In the event that we complete a business
combination or otherwise acquire a business opportunity, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm, together with a number of other factors beyond our control.

As there is a large number of established and well-financed
entities actively seeking suitable business opportunities and business
combinations, we are at a competitive disadvantage in identifying and completing
such opportunities.

We are, and will continue to be, an insignificant participant
seeking a suitable business opportunity or business combination. A large number
of established and well-financed entities, including venture capital firms, are
active in seeking suitable business opportunities or business combinations which
may also be desirable target candidates for our company. Virtually all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than our company. Consequently, we are at a competitive
disadvantage in identifying possible business opportunities and completing a
business combination. In addition, we will also compete with numerous other
small public companies seeking suitable business opportunities or business
combinations.

Our common stock is illiquid and shareholders may be unable
to sell their shares.

There is currently a limited market for our common stock and we
can provide no assurance to investors that a market will develop. If a market
for our common stock does not develop, our shareholders may not be able to
re-sell the shares of our common stock that they have purchased and they may
lose all of their investment. Public announcements regarding our company,
changes in government regulations, conditions in our market segment or changes
in earnings estimates by analysts may cause the price of our common shares to
fluctuate substantially. These fluctuations may adversely affect the trading
price of our common shares.

Penny stock rules will limit the ability of our stockholders
to sell their stock.

The Securities and Exchange Commission has adopted regulations
which generally define 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 Securities and
Exchange Commission 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.

The National Association of Securities Dealers, or NASD, has
adopted sales practice requirements which may also limit a shareholders ability
to buy and sell our stock.

In addition to the penny stock rules described above, the
NASD 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, the NASD believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The NASD requirements make it more difficult for broker-dealers to

19

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recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock and have an adverse effect on the
market for its shares.

ITEM 3.CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of
1934, as of the end of the period covered by this report, being March 31, 2007,
we have carried out an evaluation of the effectiveness of the design and
operation of our companys disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer. Based upon that evaluation, our Chief Executive Officer
concluded that our disclosure controls and procedures are effective as of the
end of the period covered by this report. There have been no changes in our
internal controls over financial reporting that occurred during the period
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our companys reports filed or submitted under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commissions rules and forms.
Disclosure controls and procedures include controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to management,
including our Chief Executive Officer, to allow timely decisions regarding
required disclosure.

PART 11  OTHER INFORMATION

ITEM
1. **LEGAL
PROCEEDINGS**

We know of no material, active 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.

ITEM
2.           UNREGISTERED
SALES OF SECURITIES AND USE OF PROCEEDS

None

ITEM
3.           DEFAULTS UPON
SENIOR SECURITIES

None

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

None

ITEM
5. **OTHER
INFORMATION**

None

ITEM
6.           EXHIBITS

(a)          
Exhibits and Index of Exhibits

|Exhibit | Description of Exhibit                                                                                                          
|------- | --------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                 
|        |                                                                                                                                 
|3.(i)1  | Certificate of Incorporation (incorporated by reference
      from the Registration Statement on Form SB-2 filed on May 1, 2006)
|        |                                                                                                                                 
|3.(i)2  | Articles of Incorporation (incorporated by reference from
      the Registration Statement on Form SB-2 filed on May 1, 2006)   

20

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|3.(i)3  | Certificate of
        Change (incorporated by reference from the Current Report on Form 8-K
        filed on March 22, 2007)                                                                                
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                              
|3.(i)4  | Articles of Merger
        (incorporated by reference from the Current Report on Form 8-K filed on
        April 4, 2007)                                                                                    
|        |                                                                                                                                                                                                              
|3.(ii)1 | Bylaws (incorporated
        by reference from the Registration Statement on Form SB-2 filed on May
        1, 2006)                                                                                         
|        |                                                                                                                                                                                                              
|31.1*   | Certification
        of Principal Executive Officer and Principal Financial Officer pursuant
        to Section 302 of the Sarbanes- Oxley Act of 2002                                                      
|        |                                                                                                                                                                                                              
|32.1*   | Certification
        of Principal Executive Officer and Principal Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002

* Filed Herewith

21

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|    | CLEAN POWER CONCEPTS INC.                                           | 
|--- | ------------------------------------------------------------------- | 
|    |                                                                     | 
|    |                                                                     | 
|By: | /s/ Cory Turner                                                     | 
|    | Cory Turner                                                         | 
|    | President, Chief Executive
      Officer,                           | 
|    | Chief Financial Officer and
      Director                          | 
|    | (Principal Executive Officer and
      Principal Financial Officer) | 
|    | Date: May 15, 2007                                                  | 

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