---





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



Form 10-Q



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

For the quarterly period ended December 31, 2008



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

For the transition period from __________ to __________



Commission file number  333-133710





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



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Nevada                                                         |  | 98-0490694                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



|                                                                                 
|---------------------------------------------------------------------------------
|Suite 1404 510 West Hastings Street, Vancouver, British Columbia  Canada  V6B 1L8
|(Address of principal executive offices)                                         



|                           
|---------------------------
|604-682-5925               
|(Issuer's telephone number)



|                                                             
|-------------------------------------------------------------
|None                                                         
|Securities registered under Section 12(b) of the Exchange Act
|                                                             
|Common Stock, par value $0.001 per share                     
|Securities registered under Section 12(g) of the Exchange Act





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ       No 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



|                          |  |                     |  |                                                                      |  |                            
|------------------------- |  | ------------------- |  | -------------------------------------------------------------------- |  | ---------------------------
|Large accelerated filer o |  | Accelerated filer o |  | Non-accelerated filer o(Do not check if a smaller reporting company) |  | Smaller reporting company þ



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

APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   50,016,000 common shares issued and outstanding as of February 11, 2009.





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CLEAN POWER CONCEPTS, INC.



QUARTERLY REPORT ON FORM 10-Q



TABLE OF CONTENTS



|           |                                                                                                                                                                                                                    |     
|---------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|           |                                                                                                                                                                                                                    | Page
|PART I     | FINANCIAL INFORMATION:                                                                                                                                                                                             |     
|           |                                                                                                                                                                                                                    |     
|Item 1.    | Consolidated Financial Statements                                                                                                                                                                                  | 3   
|           |                                                                                                                                                                                                                    |     
|           | Consolidated Balance Sheets  December 31, 2008 (unaudited) and June 30, 2008                                                                                                                                      | 4   
|           |                                                                                                                                                                                                                    |     
|           | Consolidated Statements of Operations (unaudited) for the three and six months ended December 31, 2008 and December 31, 2007  and for the Cumulative Period from October 17, 2005 (inception) to December 31, 2008 | 5   
|           |                                                                                                                                                                                                                    |     
|           | Consolidated Statements of Cash Flows (unaudited) for the six months ended December 31, 2008 and December 31, 2007 and for the Cumulative Period from October 17, 2005 (inception) to December 31, 2008            | 6   
|           |                                                                                                                                                                                                                    |     
|           | Consolidated Statement of Shareholders (Deficiency) Equity for the period from Inception, October 17, 2005 to December 31, 2008                                                                                   | 7   
|           |                                                                                                                                                                                                                    |     
|           | Notes to Financial Statements                                                                                                                                                                                      | 8   
|           |                                                                                                                                                                                                                    |     
|Item 2.    | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                              | 12  
|           |                                                                                                                                                                                                                    |     
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                         | 17  
|           |                                                                                                                                                                                                                    |     
|Item 4.    | Controls and Procedures                                                                                                                                                                                            | 17  
|           |                                                                                                                                                                                                                    |     
|PART II    | OTHER INFORMATION:                                                                                                                                                                                                 |     
|           |                                                                                                                                                                                                                    |     
|Item 1.    | Legal Proceedings                                                                                                                                                                                                  | 18  
|           |                                                                                                                                                                                                                    |     
|Item 1A    | Risk Factors                                                                                                                                                                                                       | 19  
|           |                                                                                                                                                                                                                    |     
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                                        | 21  
|           |                                                                                                                                                                                                                    |     
|Item 3.    | Defaults Upon Senior Securities                                                                                                                                                                                    | 21  
|           |                                                                                                                                                                                                                    |     
|Item 4.    | Submission of Matters to a Vote of Securities Holders                                                                                                                                                              | 21  
|           |                                                                                                                                                                                                                    |     
|Item 5.    | Other Information                                                                                                                                                                                                  | 21  
|           |                                                                                                                                                                                                                    |     
|Item 6.    | Exhibits                                                                                                                                                                                                           | 22  
|           |                                                                                                                                                                                                                    |     
|Signatures |                                                                                                                                                                                                                   





2





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PART 1  FINANCIAL INFORMATION



Item 1.  Financial Statements



The accompanying consolidated interim financial statements of Clean Power Concepts Inc. and subsidiary (the Company), (a development stage company), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.



In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.



The results for the period ended December 31, 2008 are not necessarily indicative of the results of operations for the full year It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Companys Form 10-K filed with the Securities and Exchange Commission for the period ended June 30, 2008.





3





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CLEAN POWER CONCEPTS INC.

(A Development Stage Company)



INTERIMCONSOLIDATED BALANCE SHEETS

As of December 31, 2008 and June 30, 2008

(Unaudited)

(Stated in U.S. Dollars)



|                                                                  |   |                  |  |  |   |              | 
|----------------------------------------------------------------- | - | ---------------- |  |  | - | ------------ | 
|                                                                  |   |                 
|                                                                  |   | December 31
2008 |  |  |   | June 30
2008 | 
|                                                                  |   |                  |  |  |   |              | 
|ASSETS                                                            |   |                  |  |  |   |              | 
|Current                                                           |   |                  |  |  |   |              | 
|Cash                                                              | $ | 3,223            |  |  | $ | 18,506       | 
|Prepaid expenses                                                  |   | -                |  |  |   | -            | 
|Accounts receivable  Note 3                                      |   | 75               |  |  |   | -            | 
|                                                                  |   |                  |  |  |   |              | 
|Total Current Assets                                              | $ | 3,298            |  |  | $ | 18,506       | 
|                                                                  |   |                  |  |  |   |              | 
|LIABILITIES                                                       |   |                  |  |  |   |              | 
|Current                                                           |   |                  |  |  |   |              | 
|Accounts payable and accrued liabilities                          | $ | 9,025            |  |  | $ | 7,201        | 
|Accounts payable  related party  Note 4                         |   | 20,183           |  |  |   | 20,183       | 
|Demand loans  Notes 5                                            |   | 425,900          |  |  |   | 425,900      | 
|Interest payable  Note 5                                         |   | 62,189           |  |  |   | 40,719       | 
|Total Current Liabilities                                         | $ | 517,297          |  |  | $ | 494,003      | 
|                                                                  |   |                  |  |  |   |              | 
|SHAREHOLDERS (DEFICIENCY) EQUITY                                 |   |                  |  |  |   |              | 
|                                                                  |   |                  |  |  |   |              | 
|Share Capital  Note 6                                            |   |                  |  |  |   |              | 
|Authorized:                                                       |   |                  |  |  |   |              | 
|11,200,000,000 common shares with a par value of $0.001 per share |   |                  |  |  |   |              | 
|                                                                  |   |                  |  |  |   |              | 
|Issued:                                                           |   |                  |  |  |   |              | 
|50,016,000 common shares                                          |   | 50,016           |  |  |   | 50,016       | 
|Additional paid-in capital                                        |   | (17,216)         |  |  |   | (17,216)     | 
|Deficit accumulated during the development stage                  |   | (546,799)        |  |  |   | (508,297)    | 
|Total Shareholders Equity                                        | $ | (513,999)        |  |  | $ | (475,479)    | 
|                                                                  |   |                  |  |  |   |              | 
|Total Liabilities and Shareholder Equity                         | $ | 3,298            |  |  | $ | 18,506       | 









See the accompanying notes to the consolidated financial statements



4





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CLEAN POWER CONCEPTS INC.

(Formerly Loma Verde Inc.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and six months ending December 31, 2008 and 2007

(Unaudited)

(Stated in U.S. Dollars)



|                                                        |   |                    |   |   |                  |   |   |             |   |   |            |   |   | Cumulative |  
|------------------------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ----------- | - | - | ---------- | - | - | ---------- | -
|                                                        |   |                    |   |   |                  |   |   |             |   |   |            |   |   | From       |  
|                                                        |   | THREE MONTHS ENDED |   |   | SIX MONTHS ENDED |   |   | Inception   |  
|                                                        |   | DECEMBER 31        |   |   | DECEMBER 31      |   |   | October 17, |  
|                                                        |   |                    |   |   |                  |   |   |             |   |   |            |   |   | 2005 to    |  
|                                                        |   | 2008               |   |   | 2007             |   |   | 2008        |   |   | 2007       |   |   | December   |  
|                                                        |   |                    |   |   |                  |   |   |             |   |   |            |   |   | 31, 2008   |  
|                                                       
|                                                        |   | $                  |   |   | $                |   |   | $           |   |   | $          |   |   | $          |  
|Revenue                                                 |   | -                  |   |   | -                |   |   | -           |   |   | -          |   |   | -          |  
|                                                       
|                                                        |   |                    |   |   |                  |   |   |             |   |   |            |   |   |            |  
|**General and****Administrative Expenses**              |   | 7,947              |   |   | 123,531          |   |   | 17,032      |   |   | 261,265    |   |   | 484,610    |  
|                                                       
|Loss for the Period Before                              | $ | (7,947             | ) | $ | (123,531         | ) | $ | (17,032     | ) | $ | (261,265   | ) | $ | (484,610   | )
|Other Expenses                                          |   |                    |   |   |                  |   |   |             |   |   |            |   |   |            |  
|Interest Expense                                        |   | 10,735             |   |   | 8,146            |   |   | 21,470      |   |   | 15,045     |   |   | 62,189     |  
|Net Loss for the Period                                 | $ | (18,682            | ) | $ | (131,677         | ) | $ | (38,502     | ) | $ | (276,310   | ) | $ | (546,799   | )
|Basic and Diluted Loss per Share                        | $ | (0.00              | ) | $ | (0.00            | ) | $ | (0.00       | ) | $ | (0.01      | ) |   |            |  
|**Weighted average number****of****Shares outstanding** |   | 50,016,000         |   |   | 50,016,000       |   |   | 50,016,000  |   |   | 50,016,000 |   |   |            |  







See the accompanying notes to the consolidated financial statement



5





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CLEAN POWER CONCEPTS INC.

(A Development Stage Company)



INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ending December 31, 2008 and 2007

(Unaudited)

(Stated in U.S. Dollars)



|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|--------------------------------------------------- | - | ------------------------------------ |  | - | --------- | ----------------------------------------------------------------- |  | - | --------- | 
|                                                    |   | For the Six Months Ended
December 31 |  |   |           | Cumulative
Period from
Inception
October 17, 2005 to
December 31, | 
|                                                    |   | 2008                                 |  |   | 2007      |                                                                   |  |   | 2008      | 
|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|Cash Flows From Operating Activities                |   |                                      |  |   |           |                                                                   |  |   |           | 
|Net loss for the period                             | $ | (38,502)                             |  | $ | (276,310) |                                                                   |  | $ | (546,799) | 
|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|Adjustments To Reconcile Net Loss To Net Cash       |   |                                      |  |   |           |                                                                   |  |   |           | 
|Provided (Used) By Operating Activities             |   |                                      |  |   |           |                                                                   |  |   |           | 
|Changes in prepaid expenses                         |   | -                                    |  |   | 8,075     |                                                                   |  |   | -         | 
|Changes in advances                                 |   | (75)                                 |  |   | 72,120    |                                                                   |  |   | (75)      | 
|Changes in accounts payable and accrued liabilities |   | 1,824                                |  |   | (11,868)  |                                                                   |  |   | 9,025     | 
|Changes in interest payable                         |   | 21,470                               |  |   | 15,045    |                                                                   |  |   | 62,189    | 
|Capital contributions  expenses                    |   | -                                    |  |   | -         |                                                                   |  |   | 15,000    | 
|                                                    |   | (15,283)                             |  |   | (192,938) |                                                                   |  |   | (460,660) | 
|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|Cash Flows From Financing Activities                |   |                                      |  |   |           |                                                                   |  |   |           | 
|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|Paid-in capital                                     |   | -                                    |  |   | -         |                                                                   |  |   | 17,800    | 
|Demand loan                                         |   | -                                    |  |   | 150,000   |                                                                   |  |   | 425,900   | 
|Due to related party                                |   | -                                    |  |   | -         |                                                                   |  |   | 20,183    | 
|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|                                                    |   | -                                    |  |   | 150,000   |                                                                   |  |   | 463,883   | 
|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|Cash Flows From Investing Activities                |   |                                      |  |   |           | -                                                                 |  |   | -         | 
|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|                                                    |   |                                      |  |   |           |                                                                   |  |   |           | 
|Net (Decrease) Increase In Cash For The Period      |   | (15,283)                             |  |   | (42,938)  |                                                                   |  |   | 3,223     | 
|Cash, Beginning Of Period                           |   | 18,506                               |  |   | 47,340    |                                                                   |  |   | -         | 
|Cash, End Of Period                                 | $ | 3,223                                |  | $ | 4,402     |                                                                   |  | $ | 3,223     | 



















See the accompanying notes to the consolidated financial statements



6





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CLEAN POWER CONCEPTS INC.

(A Development Stage Company)



INTERIM CONSOLIDATED STATEMENT OF

SHAREHOLDERS (DEFICIENCY) EQUITY

PERIOD FROM INCEPTION, OCTOBER 17, 2005 TO DECEMBER 31, 2008



(Stated in U.S. Dollars)





|COMMON STOCK                                                  
|--------------------------------------------------------------
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|                                                              
|Issuance of common shares forcash at $0.001 -February 15, 2006
|Issuance of common shares forcash at $.05 - January 31, 2006  
|Capital contributions - expenses                              
|Net operating loss for the year                               
|Balance, June 30, 2006                                        
|Capital contributions - expenses                              
|Returned to Treasury -April 23, 2007                          
|Net operating loss for the year                               
|Balance, June 30, 2007                                        
|Net loss for the period                                       
|Balance, June 30, 2008                                        
|Net loss for the period                                       
|Balance, December 31, 2008                                    

















See the accompanying notes to the consolidated financial statements



7





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CLEAN POWER CONCEPTS INC.

(A Development Stage Company)



NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007



(Unaudited)

(Stated in U.S. Dollars)





|       |                                     
|------ | ------------------------------------
|Note 1 | NATURE 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 mineable ore deposit, it has decided to abandon its mineral claims and pursue other business opportunities.



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 from date of inception.

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



|       |                                           
|------ | ------------------------------------------
|Note 2 | 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.



8





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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.



On December 31, 2008, the Company had a net operating loss carry forward of $546,799 for income tax purposes.  The tax benefit of approximately $164,000 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 2029.

Foreign Currency Translation and Transactions

The Companys functional currency is United States dollars and the consolidated financial statements are stated in United States dollars, the reporting currency. Transactions undertaken in currencies other than the reporting currency are translated at the exchange rate in effect as of the transaction date. Expenses paid in Canadian dollars have been converted at the transaction date and are included in the statement of operations.



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



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.



9





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Recent Accounting Pronouncements



In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not expect SFAS 162 to have a material effect on its consolidated financial statements.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133. This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entitys financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entitys liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments. The Company does not expect that the adoption of SFAS No. 161 will have a significant impact on the consolidated results of operations or financial position of the Company.



In December 2007, the FASB revised Statement of Financial Accounting Standard No. 141 (SFAS 141R), Business Combinations, which is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early application is not permitted before that date. SFAS 141R requires assets and liabilities recorded in a business combination to be recorded at fair value and replaces the cost-allocation process under the prior standard. In addition, SFAS 141R requires separate recognition of acquisition costs and requires recognition of contractual contingencies at fair value as of the acquisition date. Further, the revised standard requires capitalization of research and development assets and requires fair value recognition of contingent consideration as of the acquisition date. The Company is currently evaluating the potential impact of this pronouncement.



In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company has not yet determined the impact, if any, that SFAS No. 160 will have on its consolidated financial statements. SFAS No. 160 is effective for the Companys fiscal year beginning June 1, 2010. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements.



In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of FASB Statement No. 115, which will permit entities to choose to measure many financial instruments and certain other items at fair value. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to SFAS Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income. This Statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. The Company does not expect that the adoption of SFAS No. 159 will have a significant impact on the consolidated results of operations or financial position of the Company. On February 12, 2008, the FASB delayed the effective date for non-financial assets and liabilities to fiscal years beginning after November 15, 2008; however, the effective date for the financial assets remains intact.



10





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In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to eliminate the diversity in practice that exists due to the different definitions of fair value and the limited guidance for applying those definitions in GAAP that are dispersed among the many accounting pronouncements that require fair value measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. SFAS 157 is effective in fiscal years beginning after November 15, 2007 and periods within those fiscal years. On February 12, 2008, the FASB delayed the effective date for non-financial assets and liabilities to fiscal years beginning after November 15, 2008; however, the effective date for the financial assets remains intact. The Company does not expect the adoption of SFAS No. 157 to have a significant impact on the consolidated results of operations or financial position of the Company.



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



Off-Balance Sheet Arrangements

During 2008 and 2007, the Company did not use off-balance sheet arrangements.



|       |                    
|------ | -------------------
|Note 3 | ACCOUNTS RECEIVABLE



As of December 31, 2008 company total advances totaled to $75.



|       |                                            
|------ | -------------------------------------------
|Note 4 | SIGNIFICANT TRANSACTIONS WITH RELATED PARTY



The $20,183 due to a related party consists of cash advances made by a director of the Company.  This amount is unsecured, non-interest bearing and has no specific terms of repayment.  There are no outstanding shares issued to the related party.





|       |                                    
|------ | -----------------------------------
|Note 5 | SHORT TERM ADVANCES AND DEMAND LOAN



The Company has received short term advances from third parties totaling $425,900.00 that are payable on demand, unsecured and bear interest at an annual rate of ten percent.  Interest accrued on these advances amount to $62,189 as of December 31, 2008. It is anticipated that these loans will be paid down through the proceeds from a private placement equity financing with accredited investors.



|       |              
|------ | -------------
|Note 6 | CAPITAL STOCK



As of December 31, 2008, we had 50,016,000 shares of common stock issued and outstanding.  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. 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. The Statement of Stockholders Equity has been re-stated to show the effect of the forward stock split from inception.  The weighted average number of shares outstanding as at December 31, 2008 amounted to 50,016,000.



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|       |              
|------ | -------------
|Note 7 | GOING CONCERN



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 December 31, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $546,799 since its inception, has a working capital deficiency of $513,999 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.



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.



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.





|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|ITEM 2. | Managements discussion and Analysis of Financial Condition and Results of Operations.



Forward Looking Statement Notice



This quarterly report contains forward-looking statements as that term is defined under applicable securities laws.  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", which may cause our 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 our Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by our Company or any other person that the objectives and plans of our Company will be achieved. 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 unaudited consolidated interim 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 audited consolidated financial statements and the related notes that appear elsewhere in this annual report.



Corporate History



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



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On March 22, 2007, a wholly owned subsidiary of our 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 our Company for the sole purpose of changing our Companys name.  Our Company became the surviving entity and changed its name from Loma Verde Inc. to Clean Power Concepts Inc. to further reflect our Companys anticipation of exiting the mining exploration business and pursuing other business opportunities.  In conjunction with the aforementioned merger, our 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.



Our Current Business



We are currently seeking to acquire business opportunities with established business entities for the merger of a target business 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. We anticipate that any new acquisition or business opportunities 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.



Management of our Company believes that there are perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) improved trading efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently raising capital; (vii) compensation of key employees through stock options; (viii) enhanced corporate image; and (ix) a presence in the United States capital market.



We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.



In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our Company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.



As of the date hereof, management has not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.



We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.



We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock and loans, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our Company may have difficulties raising capital until we locate a prospective business through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.



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RESULTS OF OPERATIONS



You should read the following discussion of our financial condition and results of operations together with the unaudited interim financial statements and the notes to the unaudited interim financial statements included in the quarterly report.  This discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results may differ materially from those anticipated in these forward-looking statements.



For the three and six month periods ended December 31, 2008 and December 31, 2007



Our interim consolidated financial statements report a net loss of $18,682 for the three month period ended December 31, 2008 as compared to a net loss of $131,677 for the three month period ended December 31, 2007. Net loss for the six months ended amounted to $38,502 compared to $276,310 for the six months ended December 31, 2007.  Our accumulated net losses for the period from October 17, 2005, our date of inception, to December 31, 2008 are $546,799.

As at December 31, 2008, we had a working capital deficit of $513,999. Our total liabilities as of December 31, 2008 were $517,297 as compared to total liabilities of $430,212 as at December 31, 2007. The change was due primarily to an increase in demand loans and associated interest payable from December 31, 2007 to December 31, 2008.



Cash Flow Used in Operating Activities



Operating activities used cash of $15,283 for the six month period ended December 31, 2008, compared to using $192,938 for the six month period ended September 30, 2007. The decrease in cash used during the six month period ended December 31, 2008 was commensurate with decreasing operating expenses.



Cash Flow Provided by Financing Activities



Financing activities provided cash of $NIL for the six month period ended December 31, 2008 compared to using $150,000 for the six month period ended December 31, 2007.



Liquidity and Capital Resources



We had cash of $3,223 and current liabilities of $517,297 as at December 31, 2008. We had a working capital deficit of $513,999 as of December 31, 2008.



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 twelve month period ended December 31, 2009.



We expect to require a total of approximately $160,000, as set out as follows to fully carry out our business plan over the next twelve months. Our expenditures for the next twelve months include:



|                                                          |                     
|--------------------------------------------------------- | --------------------
|                                                          | Our cost to complete
|Description                                               | $                   
|Development and acquisition of new business opportunities | 50,000              
|Legal and Accounting Consultants                          | 30,000              
|General Administration and working capital                | 80,000              
|Total                                                     | 160,000             

We do not anticipate enough positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to fully realize depending on the type of business we acquire. Still, there is no assurance we will achieve profitable operations in the future. We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and affiliates in exchange for debt and/or common stock. No officer or affiliate has made any commitment or is obligated to continue to provide cash through loans or purchases of equity.



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We intend to meet the balance of our cash requirements through external sources: a combination of debt financing and equity financing through private placements. We currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unsuccessful in raising enough money through future capital raising efforts, we may review other financing.



We have generated no revenues and incurred significant operating losses from operations. Since we anticipate we will expand operational activities, we may continue to experience net negative cash flows from operations and will be required to obtain additional financing to fund operations through equity securities offerings and bank borrowings to the extent necessary to provide working capital. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from stockholders or other outside sources to sustain operations and meet our obligations on a timely basis and ultimately to attain profitability. We have limited capital with which to pursue our business plan. There can be no assurance that our future operations will be significant and profitable, or that we will have sufficient resources to meet our objectives.



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 financing. 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.



Product Research and Development



We do not anticipate that we will spend any significant monies on research and development over the twelve month period ending December 31, 2009.



Purchase of Significant Equipment



We do not intend to purchase any significant equipment over the twelve month period ending December 31, 2009.



Off-Balance Sheet Arrangements



As of December 31, 2008, our Company had no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. Our Company does not engage in trading activities involving non-exchange traded contracts.



Employees



We currently have no employees, other than our director and chief financial officer, and we do not expect to hire any employees in the foreseeable future. We presently conduct our business through agreements with consultants and arms-length third parties.



Going Concern



Our interim consolidated financial statements have been prepared assuming we will continue as a going concern.  We have incurred a net loss for the period from October 17, 2005 (inception) to December 31, 2008 of $546,799. To date our Company is still in the development stage and has no sales. Our future is dependent upon the continued support of our lenders, our ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement of our common stock and the issuance of debt. Our consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.



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Operations to date have been covered primarily from financings associated with equity transactions. There can be no assurances that we will be successful in raising additional cash to finance operations. If not, we will be required to reduce operations and/or liquidate assets. Our interim consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.



Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended June 30, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.



Critical Accounting Policies



Our interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. In determining estimates of net recoverable amounts and net realizable values, or whether there has been a permanent impairment in value for accounts receivable, inventories, capital assets, investments, patent rights and other assets, we rely on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail.  Assumptions underlying asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.



By nature, asset valuations are subjective and do not necessarily result in precise determinations. Should the underlying assumptions change, the estimated net recoverable amounts and net realizable values may change by a material amount.



The interim consolidated financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. | Use of Estimates
The preparation of interim consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates.
|b. | Foreign Currency Translation
Our Companys functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:
- monetary items at the rate prevailing at the balance sheet date;
- non-monetary items at the historical exchange rate;
- revenue and expense at the average rate in effect during the applicable accounting period.                                                                                                                                  



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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|c. | Income Taxes
Our Company has adopted Statement of Financial Accounting Standards No. 109  Accounting for Income taxes (SFAS 109). This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.                                                                                                                                                                                                                                                                                                    
|d. | Basic and Diluted Loss Per Share
In accordance with SFAS No. 128  Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2008, our Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.





|        |                                                           
|------- | ----------------------------------------------------------
|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, equity prices, and other market-driven rates or prices.  We are not presently engaged in any substantive business and until such time as we consummate a business combination, we will not be exposed to risks associated with foreign exchange rates, equity prices or other market-driven rates or prices.



|        |                        
|------- | -----------------------
|ITEM 4. | CONTROLS AND PROCEDURES



Managements Report on Internal Control over Financial Reporting



Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:



| |   |                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;                                                                                                                                                                  
| | - | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and
| | - | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.                                                                                                                    

As of December 31, 2008 we conducted an evaluation, under the supervision and with the participation of our president (also our principal executive officer) and chief financial officer (also our principal financial and accounting officer), of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control  Integrated Framework, issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon this assessment, we determined that there are material weaknesses affecting our internal control over financial reporting.



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The matters involving internal controls and procedures that our Companys management consider to be  material weaknesses under COSO and SEC rules are: (1) lack of a functioning audit committee and lack of a majority of independent directors on our Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned potential material weaknesses were identified by our Company's Chief Financial Officer in connection with the preparation of our financial statements as of December 31, 2008 and communicated the matters to our management and board of directors.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on our Company's financial results. However, the lack of a functioning audit committee and lack of a majority of independent directors on our Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, can impact our Company's financial statements for the future years.



Managements Remediation Initiatives



Although our Company is unable to meet the standards under COSO because of the limited funds available to a shell company of our size and stage of development, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to  segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.



We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.  However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.  These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Projections of any evaluation of controls effectiveness to future periods are subject to risks.





PART 11



OTHER INFORMATION





|        |                  
|------- | -----------------
|ITEM 1. | LEGAL PROCEEDINGS



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.



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|         |             
|-------- | ------------
|ITEM 1A. | RISK FACTORS



Risk 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 or 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.  Prospective investors should consider carefully the risk factors set out below.



Scarcity of and competition for business opportunities and combinations.



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



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 a working capital deficiency of $513,999 as of December 31, 2008.  We do not have sufficient funds to independently finance the acquisition and development of 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 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.



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.



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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 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.



Risks Associated with Our Common Stock



Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock currently trades on a limited basis on the OTC Bulletin Board.  Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile.  There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock.  The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us.  In addition, the stock market is subject to extreme price and volume fluctuations.  This volatility has had a significant effect on the market price of securities issued by many companies for reason unrelated to their operating performance and could have the same effect on our common stock.



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.



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The Financial Industry Regulatory Authority, or FINRA, 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, 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 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 and have an adverse effect on the market for its shares.





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



None



|        |                               
|------- | ------------------------------
|ITEM 3. | DEFAULTS UPON SENIOR SECURITES



None



|        |                                                       
|------- | ------------------------------------------------------
|ITEM 4. | SUBMISSION OF MATTERS TO A VOITE OF SECURITIES HOLDERS



None



|        |                  
|------- | -----------------
|ITEM 5. | OTHER INFORMATION



None



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|        |         
|------- | --------
|ITEM 6. | EXHIBITS



The following exhibits are included as part of this report by reference:



|     |  |                                                                                                                                                                                      
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Certificate of Incorporation (incorporated by reference from Loma Verdes Registration Statement on Form SB-2 filed on May 1, 2006, Registration No. 333-133710)                     
|     |  |                                                                                                                                                                                      
|3.3  |  | Articles of Incorporation (incorporated by reference from Loma Verdes Registration Statement on Form SB-2 filed on May 1, 2006, Registration No. 333-133710)                        
|     |  |                                                                                                                                                                                      
|3.4  |  | By-laws (incorporated by reference from Loma Verdes Registration Statement on Form SB-2 filed on May 1, 2006, Registration No. 333-133710)                                          
|     |  |                                                                                                                                                                                      
|4    |  | Stock Specimen (incorporated by reference from Loma Verdes Registration Statement on Form SB-2 filed on May 1, 2006, Registration No. 333-133710)                                   
|     |  |                                                                                                                                                                                      
|10.1 |  | Transfer Agent and Registrar Agreement (incorporated by reference from Loma Verdes Registration Statement on Form SB-2 filed on May 1, 2006, Registration No. 333-133710)           
|     |  |                                                                                                                                                                                      
|31.1 |  | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002                                                                              
|     |  |                                                                                                                                                                                      
|31.2 |  | Certification of 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





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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, thereunto duly authorized.



|    |                                                  | 
|--- | ------------------------------------------------ | 
|    | CLEAN POWER CONCEPTS INC.                        | 
|    |                                                  | 
|    |                                                  | 
|By: | /s/Cory Turner                                   | 
|    |                                                  | 
|    | Cory Turner                                      | 
|    | President, Chief Executive Officer, and Director | 
|    | (Principal Executive Officer)                    | 
|    | Date: February 11, 2009                          | 
|    |                                                  | 
|    |                                                  | 
|    |                                                  | 
|By: | /s/Ralph Proceviat                               | 
|    |                                                  | 
|    | Ralph Proceviat                                  | 
|    | Chief Financial Officer                          | 
|    | (Principal Financial Officer)                    | 
|    | Date: February 11, 2009                          | 





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