UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C. 20549





FORM
10-Q


(Mark
One)


x
            QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              
              For
      the quarterly period ended September 30, 2009
                or








o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              
              For the transition period from ____________ to
      ____________





Commission
File Number: 000-52107





HELIX
WIND, CORP.


(Exact
Name of Registrant as Specified in Its Charter)





Nevada
            20-4069588(State
      or Other Jurisdiction of Incorporation or Organization)
            (I.R.S.
      Employer Identification No.)





1848
      Commercial StreetSan
      Diego, California
            92113(Address
      of Principal Executive Offices)
            (Zip
      Code)





(877)
246-4354


(Registrant’s
Telephone Number, Including Area Code)





_________________________________


(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report.)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes xNo o





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





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
      (Do not check if a smaller reporting company)
            Smaller
      reporting company x





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





As of
November 19, 2009, 38,694,333 shares of common stock of the registrant were
outstanding.














HELIX
WIND, CORP.


Quarterly
Report on Form 10-Q for the period ended September 30, 2009





INDEX





PagePART
      I - FINANCIAL INFORMATIONItem
      1. Financial StatementsCondensed
      Consolidated Balance Sheets
            3Condensed
      Consolidated Statements of Operations
            4Condensed
      Consolidated Statements of Shareholders’ Deficit
            5Condensed
      Consolidated Statements of Cash Flows
            6Notes
      to Condensed Consolidated Financial Statements
            7Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            22Item
      4T. Controls and Procedures.
            30PART
      II - OTHER INFORMATIONItem
      1. Legal Proceedings
            31Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.
            31Item
      6. Exhibits.
            32





































PART
I – FINANCIAL INFORMATION
  Item 1. Financial
Statements







HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


CONDENSED CONSOLIDATED BALANCE
SHEETS








September
      30, 2009
              (Unaudited)
            
            
            December
      31,
              2008ASSETSCURRENT
      ASSETSCash
            
            $
            67,526
            
            
            $
            5,980Accounts
      Receivable
            
            
            78,904
            
            
            
            -Related
      party receivable
            
            
            3,356
            
            
            
            3,356Inventory
            
            
            330,829
            
            
            
            213,085Prepaid
      inventory
            
            
            -
            
            
            
            193,010Prepaid
      NRE tooling
            
            
            -
            
            
            
            21,734Prepaid
      expenses and other expenses
            
            
            21,490
            
            
            
            51,592502,105
            
            
            
            488,757EQUIPMENT ,
      net
            
            
            453,968
            
            
            
            187,517PATENTS
            
            
            57,247
            
            
            
            18,928Total
      assets
            
            $
            1,013,320
            
            
            $
            695,202LIABILITIES
      AND SHAREHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable
            
            $
            999,129
            
            
            $
            449,215Accrued
      compensation
            
            
            127,487
            
            
            
            149,094Accrued
      interest
            
            
            271,764
            
            
            
            142,844Other
      accrued liabilities
            
            
            53,093
            
            
            
            11,936Accrued
      taxes
            
            
            9,658
            
            
            
            10,156Deferred
      revenue
            
            
            150,205
            
            
            
            373,598Related
      party payable
            
            
            -
            
            
            
            22,433Short
      term debt
            
            
            605,529
            
            
            
            -Convertible
      notes payable to related party, net of discount
            
            
            -
            
            
            
            567,633Convertible
      notes payable, net of discount
            
            
            -
            
            
            
            1,504,180Derivative
      liability
            
            
            42,731,694
            
            
            
            -44,948,559
            
            
            
            3,231,089COMMITMENTS AND CONTINGENCIESSHAREHOLDERS’
      DEFICITPreferred
      stock, $0.0001 par value, 5,000,000 shares authorized, no shares issued or
      outstanding
            
            
            -
            
            
            
            -Common
      stock, $0.0001 par value, 1,750,000,000 shares authorized, 38,715,361 and
      20,546,083 issued and outstanding as of September 30, 2009 and
      December 31, 2008, respectively
            
            
            3,871
            
            
            
            2,055Additional
      paid in capital
            
            
            19,303,099
            
            
            
            273,045Accumulated
      deficit
            
            
            (63,242,209)
            
            
            
            (2,810,987)Total
      shareholders’ deficit
            
            
            (43,935,239)
            
            
            
            (2,535,887)Total
      liabilities and shareholders’ deficit
            
            $
            1,013,320
            
            
            $
            695,202





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





3


HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





Three Months Ended
            
            
            Nine Months EndedSeptember
      30, 2009
            
            
            September
      30, 2008
            
            
            September
      30, 2009
            
            
            September
      30, 2008REVENUES
            
            $
            449,573
            
            
            $
            1,500
            
            
            $
            991,941
            
            
            $
            4,500COST
      OF SALES
            
            
            324,690
            
            
            
            -
            
            
            
            751,153
            
            
            
            -GROSS
      MARGIN
            
            
            124,883
            
            
            
            1,500
            
            
            
            240,788
            
            
            
            4,500OPERATING
      COSTS AND EXPENSESResearch
      and development
            
            
            434,808
            
            
            
            115,548
            
            
            
            1,045,433
            
            
            
            252,492Selling,
      general and administrative
            
            
            4,434,288
            
            
            
            477,045
            
            
            
            16,611,513
            
            
            
            992,666LOSS
      FROM OPERATIONS
            
            
            (4,744,213
            )
            
            
            (591,093
            )
            
            
            (17,416,158
            )
            
            
            (1,240,658
            )OTHER
      EXPENSESInterest expense
            
            
            (9,213,042
            )
            
            
            (48,503
            )
            
            
            (22,214,084
            )
            
            
            (82,409
            )Loss on debt extinguishment
            
            
            -
            
            
            
            -
            
            
            
            (12,038,787
            )
            
            
            -Change in fair value of derivative liability
            
            
            5,116,562
            
            
            
            -
            
            
            
            (8,762,192
            )
            
            
            -Total
      other expenses
            
            
            (4,096,480
            )
            
            
            (48,503
            )
            
            
            (43,015,063
            )
            
            
            (82,409
            )LOSS
      BEFORE PROVISION FOR INCOME TAXES
            
            $
            (8,840,693
            )
            
            $
            (639,596
            )
            
            $
            (60,431,221
            )
            
            $
            (1,323,067
            )PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            (8,840,693
            )
            
            $
            (639,596
            )
            
            $
            (60,431,221
            )
            
            $
            (1,323,067
            )NET
      LOSS PER SHARE – BASIC and DILUTED
            
            $
            (0.23
            )
            
            $
            (0.03
            )
            
            $
            (1.87
            )
            
            $
            (0.06
            )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC and
      DILUTED
            
            
            38,321,984
            
            
            
            20,546,083
            
            
            
            32,360,765
            
            
            
            20,546,083





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








4








HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT


(Unaudited)





Additional
            
            
            
            
            
            TotalCommon Stock
            
            
            Paid-in
            
            
            Accumulated
            
            
            Shareholders’Shares
            
            
            Par Value
            
            
            Capital
            
            
            Deficit
            
            
            DeficitBALANCE–December
      31, 2008
            
            
            20,546,083
            
            
            $
            2,055
            
            
            $
            273,045
            
            
            $
            (2,810,987
            )
            
            $
            (2,535,887
            )Stock
      issued upon reverse merger
            
            
            16,135,011
            
            
            
            1,614
            
            
            
            (68,028
            )
            
            
            −
            
            
            
            (66,414
            )Share
      based payments
            
            
            −
            
            
            
            −
            
            
            
            9,130,185
            
            
            
            −
            
            
            
            9,130,185Net
      loss
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            (29,686,766
            )
            
            
            (29,686,766
            )BALANCE – March 31,
      2009
            
            
            36,681,094
            
            
            $
            3,669
            
            
            $
            9,335,202
            
            
            $
            (32,497,753
            )
            
            $
            (23,158,882
            )Stock
      issued upon note conversion
            
            
            753,632
            
            
            
            75
            
            
            
            1,654,491
            
            
            
            -
            
            
            
            1,654,566Share
      based payments
            
            
            -
            
            
            
            -
            
            
            
            1,647,188
            
            
            
            -
            
            
            
            1,647,188Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (21,903,762
            )
            
            
            (21,903,762
            )BALANCE
      – June 30, 2009
            
            
            37,434,726
            
            
            $
            3,744
            
            
            $
            12,636,881
            
            
            $
            (54,401,515
            )
            
            $
            (41,760,890
            )Stock
      issued upon note conversion and warrant exercise
            
            
            1,185,635
            
            
            
            117
            
            
            
            3,621,907
            
            
            
            -
            
            
            
            3,622,024New
      stock issuance
            
            
            95,000
            
            
            
            10
            
            
            
            (10)
            
            
            
            -
            
            
            
            -Shared
      based payments
            
            
            -
            
            
            
            -
            
            
            
            3,044,321
            
            
            
            -
            
            
            
            3,044,321Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (8,840,694
            )
            
            
            (8,840,694)BALANCE
      – September 30, 2009
            
            
            38,715,361
            
            
            $
            3,871
            
            
            $
            19,303,099
            
            
            $
            (63,242,209
            )
            
            $
            (43,935,239
            )





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








5





(formerly
Clearview Acquisitions, Inc.)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


Nine
      Months EndedSeptember
      30, 2009
                
                
                September
      30, 2008OPERATING
      ACTIVITIESNet
      loss
                
                $
                (60,431,222
                )
                
                $
                (1,323,067
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                
                
                107,222
                
                
                
                12,391Write
      off of debt discount on converted debt
                
                
                700,232Stock
      based compensation
                
                
                13,821,694
                
                
                
                -Change
      in fair value of derivative warrant liability
                
                
                8,762,165
                
                
                
                -Interest
      in connection with derivative liability
                
                
                21,614,066
                
                
                
                -Loss
      on debt extinguishment
                
                
                12,038,787
                
                
                
                -Note
      payable issued for Company expenses
                
                
                28,164
                
                
                
                64,000Changes
      in operating assets and liabilities:Accounts
      Receivable
                
                
                (78,904
                )
                
                
                -Inventory
                
                
                75,266
                
                
                
                (85,362
                )Prepaid
      NRE tooling
                
                
                21,734
                
                
                
                (21,734
                )Other
      current assets
                
                
                30,102
                
                
                
                3,108Patents
                
                
                (38,319
                )Accounts
      payable
                
                
                805,190
                
                
                
                21,731Accrued
      compensation
                
                
                (21,607
                )
                
                
                12,934Accrued
      interest
                
                
                116,447
                
                
                
                83,716Related
      party payable
                
                
                (22,433
                )
                
                
                (52,776
                )Deferred
      revenue
                
                
                (223,393
                )
                
                
                155,592Accrued
      taxes
                
                
                (498
                )
                
                
                9,659Accrued
      liabilities
                
                
                40,297
                
                
                
                (32,568
                )Net
      cash used in operating activities
                
                
                (2,655,010
                )
                
                
                (1,152,376
                )INVESTING
      ACTIVITIESPurchase
      of equipment
                
                
                (373,673
                )
                
                
                (134,333
                )Net
      cash used in investing activities
                
                
                (373,673
                )
                
                
                (134,333
                )FINANCING
      ACTIVITIESCash
      received from reverse merger
                
                
                270,229
                
                
                
                -Proceeds
      from convertible notes payable
                
                
                2,430,000
                
                
                
                1,620,814Proceeds
      from short term notes payable
                
                
                465,000
                
                
                
                -Principal
      payments on short term notes payable
                
                
                (75,000
                )
                
                
                -Net
      cash provided by financing activities
                
                
                3,090,229
                
                
                
                1,620,814Net
      increase in cash
                
                
                61,546
                
                
                
                334,105Cash – beginning of
      period
                
                
                5,980
                
                
                
                2,409Cash – end of
      period
                
                $
                67,526
                
                
                $
                336,514SUPPLEMENTAL DISCLOSURE OF NON
      CASH INVESTING AND FINANCING ACTIVITIESExchange
      of 12% notes to 9% notes
                
                $
                2,047,214
                
                
                $
                -Conversion
      of convertible notes payable to non-convertible short term
      debt
                
                $
                187,365
                
                
                $
                -Convertible
      notes payable in lieu of  payables
                
                $
                291,057
                
                
                $
                64,000Derivative
      liability on warrants issued with convertible notes
payable
                
                $
                4,893,033
                
                
                $
                -Conversion
      of accrued interest to convertible notes payable
                
                $
                199,439
                
                
                $
                -Common
      stock issued upon reverse merger
                
                $
                1,614
                
                
                $
                -Net
      liabilities assumed in reverse merger
                
                $
                66,414
                
                
                $
                -Common
      stock issued for note conversion and warrants exercised
                
                $
                202
                
                
                $
                -




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


6








HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)







1.
            ORGANIZATION





Helix
Wind, Corp. (“Helix Wind”) (formerly Clearview Acquisitions, Inc.) was
incorporated under the laws of the State of Nevada on January 10, 2006
(Inception) and has its headquarters located in San Diego,
California.  Helix Wind was originally named Terrapin Enterprises,
Inc. On December 6, 2006, Helix Wind merged its newly-formed wholly-owned
subsidiary, Black Sea Oil, Inc., into itself and changed its corporate name to
Black Sea Oil, Inc. pursuant to a Plan and Agreement of Merger dated December 6,
2006.  On November 14, 2008, Helix Wind changed its name from Black
Sea Oil, Inc. to Clearview Acquisitions, Inc. pursuant to Amended and Restated
Articles of Incorporation filed with the Secretary of State of
Nevada.  On February 11, 2009, Helix Wind’s wholly-owned subsidiary,
Helix Wind Acquisition Corp. was merged with and into Helix Wind, Inc.
(“Subsidiary”), which survived and became Helix Wind’s wholly-owned subsidiary
(the “Merger”).  On April 16, 2009, Helix Wind changed its name from
Clearview Acquisitions, Inc. to Helix Wind, Corp., pursuant to an Amendment
to its Articles of Incorporation filed with the Secretary of State of
Nevada.  Unless the context specifies otherwise, as discussed in Note
2, references to the “Company” refers to Subsidiary prior to the Merger, and
Helix Wind, Corp. and the Subsidiary combined thereafter.





Helix
Wind was formed to engage in any lawful corporate undertaking, including, but
not limited to, selected mergers and acquisitions. Helix Wind had no operations
up until the Merger, other than issuing shares of its common stock to its
original shareholders and conducting a private offering of shares of its common
stock.  The Company is now engaged through the Subsidiary in the
alternative energy business offering a distributed power technology platform
designed to produce electric energy from the wind. Subsidiary was primarily
engaged in the research and development of its proprietary products until the
third quarter of the year ended December 31, 2008, when it began selling its
products.  The Company has commenced the outsourcing process to
manufacture its products and has begun to receive purchase orders from
customers. The Company utilizes two distinct distribution channels to market and
sell its products:( i) direct sales to end users and installers and( ii)
indirect or channel sales with resellers domestically and
internationally.





Helix
Wind is authorized to issue up to 1,750,000,000 shares of common stock, par
value $0.0001 per share, and 5,000,000 shares of preferred stock, par value
$0.0001 per share. On November 3, 2008, Helix Wind (formerly Clearview
Acquisitions, Inc.) effected a reverse stock split (the “Stock Split”), as a
result of which each 1,000 shares of Helix Wind’s common stock then issued and
outstanding was converted into one share of Helix Wind’s common
stock.





Immediately
prior to the Merger, Helix Wind had 5,135,011 shares of its common stock issued
and outstanding. In connection with the Merger, Helix Wind issued 20,546,083
shares of its common stock in exchange for the issued and outstanding shares of
common stock of the Subsidiary. Included in the Merger recapitalization of Helix
Wind there were 11,000,000 shares of its common stock issued pursuant to the
settlement of the dispute described in the Company’s Form 8-K filed December 22,
2008 with Securities and Exchange Commission (“SEC”). Helix Wind also reserved
5,753,917 shares of its common stock for issuance upon the conversion of certain
convertible notes of Subsidiary that were converted into new convertible notes
of Helix Wind in connection with the Merger.  In third quarter of
2009, Helix Wind issued 1,185,635 shares of its common stock upon conversion of
certain convertible notes and warrants of Subsidiary.  The Company
also granted 95,000 new shares of its common stock during the third quarter of
2009.  At September 30, 2009, there were 38,715,361 shares of Helix
Wind’s common stock issued and outstanding.







7









(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





2.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES




Reverse
Merger Accounting





Since
former Subsidiary security holders owned, after the Merger, approximately 80% of
Helix Wind’s shares of common stock, and as a result of certain other factors,
including that all members of the Company’s executive management are from
Subsidiary, Subsidiary is deemed to be the acquiring company for accounting
purposes and the Merger was accounted for as a reverse merger and a
recapitalization in accordance with generally accepted accounting principles in
the United States (“GAAP”). These condensed consolidated financial statements
reflect the historical results of Subsidiary prior to the Merger and that of the
combined Company following the Merger, and do not include the historical
financial results of Helix Wind (formerly Clearview Acquisitions, Inc.) prior to
the completion of the Merger. Common stock and the corresponding capital amounts
of the Company pre-Merger have been retroactively restated as capital stock
shares reflecting the exchange ratio in the Merger. In conjunction with the
Merger, the Company received cash of $270,229 and assumed net liabilities of
$66,414.





Condensed
Consolidated Financial
Statements





The
accompanying unaudited condensed consolidated financial statements primarily
reflect the financial position, results of operations and cash flows of
Subsidiary (as discussed above). The accompanying unaudited condensed
consolidated financial statements of Subsidiary have been prepared in accordance
with GAAP for interim financial information and pursuant to the instructions to
Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange
Commission. Accordingly, these interim financial statements do not include all
of the information and footnotes required by GAAP for annual financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the nine months ended September 30, 2009
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2009, or for any other period. Amounts related to
disclosures of December 31, 2008, balances within these interim condensed
consolidated financial statements were derived from the audited 2008
consolidated financial statements and notes thereto filed on Form 8-K on March
31, 2009.





Subsequent
Events





Management
has evaluated subsequent events through November 19, 2009, the date the interim
financial statements were issued.





Use
of Estimates





These
unaudited condensed consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto for
Subsidiary included in Helix Wind’s Current Report on Form 8-K filed on March
31, 2009 with the SEC. In preparing these condensed consolidated financial
statements, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of the date of the condensed
consolidated financial statements and the reported amount of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates. Significant estimates and assumptions included in the Company’s
condensed consolidated financial statements relate to the recognition of
revenues, the estimate of the allowance for doubtful accounts, the estimate of
inventory reserves, estimates of loss contingencies, valuation of long-lived
assets, deferred revenues, accrued other liabilities, and valuation assumptions
related to share based payments and derivative liabilities.




8










HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





Going
Concern





The
accompanying condensed consolidated financial statements have been prepared
under the assumption that the Company will continue as a going concern. Such
assumption contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has an accumulated
deficit of approximately $63,000,000 at September 30, 2009, recurring losses
from operations and negative cash flow from operating activities from inception
to September 30, 2009. These factors, among others, raise substantial doubt
about the Company’s ability to continue as a going concern. The condensed
consolidated financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going
concern.





The
Company’s continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
obtain additional financing as may be required, and ultimately to attain
profitability. During 2008 and the first nine months of 2009, the Company raised
funds through the issuance of convertible notes payable to investors and through
a private placement of the Company’s securities to investors to provide
additional working capital. The Company plans to obtain additional financing
through the sale of debt or equity securities. There can be no assurance that
such financings will be available on acceptable terms, or at all.





Principles
of Consolidation





The
condensed consolidated financial statements include the accounts of the Company
and wholly-owned Subsidiary. All intercompany transactions and balances have
been eliminated in consolidation.





Trade
Accounts Receivable





The
Company records trade accounts receivable when its customers are invoiced for
products delivered and/or services provided.  Management develops its
estimate of this allowance based on the Company’s current economic circumstances
and its own judgment as to the likelihood of ultimate payment. Management
believes that they did not require an allowance for doubtful accounts, as there
are no customer accounts with material collection risk at September 30, 2009 and
December 31, 2008. Although the Company expects to collect amounts due, actual
collections may differ from these estimated amounts. Actual receivables are
written off against the allowance for doubtful accounts when the Company has
determined the balance will not be collected.





The
Company does not require collateral from its customers, but performs ongoing
credit evaluations of its customers’ financial condition. Credit risk with
respect to the accounts receivable is limited because of the large number of
customers included in the Company’s customer base and the geographic dispersion
of those customers.





Patents





Patents
represent external legal costs incurred for filing patent applications and their
maintenance, and purchased patents. Amortization for patents is recorded using
the straight-line method over the lesser of the life of the patent or its
estimated useful life. No amortization has been taken on these expenditures in
accordance with Company policy not to depreciate patents until the patent has
been approved and issued by the United States Patent Office.


9





HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





Inventory





The
Company contracts with East West Consulting, Ltd. (“East West”) in Thailand to
manage the outsourcing of manufacturing for the Company’s wind turbines. East
West directly places orders with suppliers based on a demand schedule provided
by the Company. Each supplier holds various quantities in their finished goods
inventory for a specified period before it is shipped on behalf of the Company.
For finished goods, inventory title passes to the Company when payments have
been made to East West for these items. Payments that the Company makes to East
West for inventory that is still in process are recognized as prepaid inventory.
The suppliers bear the risk of loss during manufacturing as they are fully
insured for product within their warehouse. The Company records its finished
goods inventory at the lower of cost (first in first out) or net realizable
value. At September 30, 2009 and December 31, 2008, inventory at various
suppliers or at the Company totaled $330,829 and $213,085, respectively. In
addition, the Company makes progress payments to East West for inventory being
manufactured but not yet completed in the form of prepaid
inventory.  There was no prepaid inventory at September 30,
2009.





Impairment
of Long-Lived Assets





Long-lived
assets must be reviewed for impairment whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. If
the cost basis of a long-lived asset is greater than the projected future
undiscounted net cash flows from such asset, an impairment loss is recognized.
Impairment losses are calculated as the difference between the cost basis of an
asset and its estimated fair value. No impairment losses were recognized during
the nine months ended September 30, 2009.





Equipment





Equipment
is stated at cost, and is being depreciated using the straight-line method over
the estimated useful lives of the related assets ranging from three to five
years. Non Recurring Equipment (NRE) tooling that was placed in service and paid
in full as of September 30, 2009 is recognized as fixed assets and being
depreciated over 5 years. Tooling that has been partially paid for as of
September 30, 2009 is recognized as a prepaid asset. Costs and expenses incurred
during the planning and operating stages of the Company’s website are expensed
as incurred. Costs incurred in the website application and infrastructure
development stages are capitalized by the Company and amortized to expense over
the website’s estimated useful life or period of benefit. Expenditures for
repairs and maintenance are charged to expense in the period incurred. At the
time of retirement or other disposition of equipment and website development,
the cost and related accumulated depreciation are removed from the accounts and
any resulting gain or loss is recorded in results of operations.








10







HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





Advertising





The
Company expenses advertising costs as incurred. Advertising costs for the
quarter and nine months ended September 30, 2009 and 2008 were not
significant.





Research
and Development Costs





Costs
incurred for research and development are expensed as incurred. Purchased
materials that do not have an alternative future use and the cost to develop
prototypes of production equipment are also expensed. Costs incurred after the
production process is viable and a working model of the equipment has been
completed will be capitalized as long-lived assets. For the quarters ended
September 30, 2009 and 2008, research and development costs incurred were
$434,808 and $115,548, respectively, and for the nine months ended September 30,
2009 and 2008, $1,045,433 and $252,492, respectively.





Deferred
Revenue





The
Company receives a deposit for up to 50% of the sales price when the purchase
order is received from a customer, which is recorded as deferred revenue until
the product is shipped. The Company had received purchase orders from various
domestic and international customers to purchase approximately 122 wind turbines
and the Company has shipped 90 units as of September 30, 2009. The Company had
deferred revenue of $150,205 and $373,598 as of September 30, 2009 and December
31, 2008, respectively, relating deposits received for the unshipped
units.








Derivative
Liabilities and Classification





We
evaluate free-standing instruments (or embedded derivatives) indexed to the
Company’s common stock to properly classify such instruments within equity or as
liabilities in our financial statements. Accordingly, the classification of an
instrument indexed to our stock, which is carried as a liability, must be
reassessed at each balance sheet date. If the classification changes as a result
of events during a reporting period, the instrument is reclassified as of the
date of the event that caused the reclassification. There is no limit on the
number of times a contract may be reclassified.





11





HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





Basic
and Diluted Loss per Share





The
Company calculates basic and diluted net loss per share using the weighted
average number of common shares outstanding during the periods
presented.





We
incurred a net loss in each period presented, and as such, did not include the
effect of potentially dilutive common stock equivalents in the diluted net loss
per share calculation, as their effect would be anti-dilutive for all
periods.  Potentially dilutive common stock equivalents would include
the common stock issuable upon the exercise of warrants, stock options and
convertible debt.  As of September 30, 2009 and 2008, all potentially
dilutive common stock equivalents amount to 24,915,306 and 0,
respectively.





Revenue
Recognition





The
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the fee is fixed or determinable, and collectability is
reasonably assured.  In instances where final acceptance of the
product is specified by the customer or is uncertain, revenue is deferred until
all acceptance criteria have been met.





Stock
Based Compensation





Stock-based
compensation cost is measured at the date of grant, based on the calculated fair
value of the stock-based award, and is recognized as expense over the employee’s
requisite service period (generally the vesting period of the
award).  See Note 8 for more information.






12






HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)





3.
            RELATED
      PARTY TRANSACTIONS AND CONVERTIBLE NOTES PAYABLE TO RELATED
      PARTIES





As of September 30, 2009 and December 31, 2008,
the Company had a related party receivable from a Company director for $3,356.
The receivable carried no interest and is due on demand.





At
December 31, 2008, the Company had an unsecured related party payable to
Lab4Less, LLC, bearing no interest, payable on demand, in the amount of
$22,433.  The Company’s Chief Executive Officer and director was a 50%
owner of Lab4Less, LLC.  During the quarter ended March 31, 2009, the
Company repaid such note payable in full.





At
December 31, 2008, convertible notes payable to related parties were
$567,633.  Such notes were held by the Company’s Chief Executive
Officer and certain shareholder founders and co-founders of the
Company.  During the quarter ended March 31, 2009, $392,268 of such
convertible notes payable were converted to the newly issued 9% convertible
debt. The remaining $175,365 of such notes did not convert and remain as part of
the 12% convertible debt (see Note 6).





4.
            EQUIPMENT





Equipment
consisted of the following as of September 30, 2009 and December 31,
2008:





2009
            
            
            2008Equipment
            
            $
            49,260
            
            
            $
            27,409NRE
      tooling
            
            
            424,903
            
            
            
            124,287Test
      facility
            
            
            100,560
            
            
            
            56,856Leasehold
      improvements
            
            
            10,254
            
            
            
            2,752Web
      site development costs
            
            
            13,566
            
            
            
            13,566598,543
            
            
            
            224,870Accumulated
      depreciation
            
            
            (144,575
            )
            
            
            (37,353
            )$
            453,968
            
            
            $
            187,517





5.
            DEBT





Short
Term Debt





Short
term debt was $605,529 and 0 as of September 30, 2009 and December 31, 2008,
respectively.  At September 30, 2009, short term debt represents a
Subsidiary 12% related party note totaling $115,365 and two non-related party
Subsidiary 12% note holders totaling $72,000 that elected not to convert as part
of the note exchange offered with the Merger. In addition, short term debt
includes $318,164 and $100,000 received from two non-related parties in the
second quarter of 2009.  The two promissory notes have a term of 1
year and accrue interest at prime (3.25% at September 30, 2009) plus
1%.





Convertible
Notes Payable and Convertible Notes Payable to Related Party





Convertible
notes payable totaled $4,404,712 and $2,071,813, as of September 30, 2009 and
December 31, 2008, respectively, as described below.  In
connection with the convertible notes payable issued during the nine months
ended September 30, 2009, the Company issued an aggregate of 11,419,888
warrants. All of the convertible notes payable and warrants contain an
anti-dilution provision which “re-set” the related conversion rate and exercise
price if any subsequent equity linked instruments are issued with rates lower
than those of the outstanding equity linked instruments.   The
accounting literature related to the embedded conversion feature and warrants
issued in connection with the convertible notes payable is discussed under note
6 below.







13










HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)






Amount
            
            
            Discount
            
            
            Convertible
      Notes Payable,
              net
      of discount
            
            
            Convertible
      Notes Payable Related Party, net of
              discountExchange
      Notes
            
            
            2,209,347
            
            
            
            (2,209,347
            )
            
            
            -
            
            
            
            -Reverse
      Merger Notes
            
            
            200,000
            
            
            
            (200,000
            )
            
            
            -
            
            
            
            -New
      Convertible Notes
            
            
            1,920,365
            
            
            
            (1,920,365
            )
            
            
            -
            
            
            
            -Other
      Convertible Notes
            
            
            75,000
            
            
            
            (75,000
            )
            
            
            -
            
            
            
            -4,404,712
            
            
            
            (4,404,712
            )
            
            
            -
            
            
            
            -





Exchange
Notes – Convertible Notes Payable and Convertible Notes Payable to Related
Party, net of discount





On
February 11, 2009, in connection with and as part of the Merger, the Company
exchanged existing convertible notes (“12% notes”) for 9% convertible notes (
the “Exchange Notes”). Prior to the Merger, the total amount of the 12% notes
exchanged was $2,234,579.  This amount included principal of
$1,874,448 plus accrued interest charges of $146,866 and other premiums of
$213,265.  The Exchange Notes had a principal amount at September 30,
2009, of $2,209,347, bearing interest at 9% per annum, with principal and
interest due three years from the date of issuance. The Exchange Notes required
no payment of principal or interest during the term and may be converted to our
common stock at the conversion price of $0.50 per share at any time at the
option of the note holder. In addition to the stated interest rate; the exchange
transaction also modified the conversion rate as well as the issuance of
5,469,158 warrants to the various convertible note holders, the warrants have an
exercise price of $0.75 per share for each share of the Company issuable upon
conversion of the note.  The warrants expire 5 years from issuance and
contain cashless exercise provisions which are settled in shares.  The
warrants and notes were issued in connection with a registration rights
agreement.





The
Company concluded that the changes in the note agreements,
conversion feature and warrants were considered substantive and accordingly
the transaction should be accounted for as an extinguishment of debt and an
issuance of new debt.  As such, the Company recorded a loss on
extinguishment of debt of approximately $12,038,787 which is recorded in other
expenses in the accompanying condensed consolidated statements of operations,
during the nine months ended September 30, 2009.





The
Company initially recorded a discount to the Exchange Notes of $2,234,579.
During the nine months ended September 30, 2009, $25,232 of the Exchange Notes
was converted into common stock (the unamortized debt discount related to the
converted note was immediately charged to interest expense on the day the note
was converted) as described under Notes 6 and 9 below.  The Company
amortized the debt discount using the effective interest method over the term of
the convertible notes payable which is three years. During the nine months ended
September 30, 2009 there was $0 amortized under this amortization
method.





Reverse
Merger Notes-Convertible Notes Payable, net of discount





On
February 11, 2009 upon completion of the Merger, the Company issued $650,000 of
convertible notes payable to 3 different note holders (“Reverse Merger
Notes”).  The Reverse Merger Notes had a principal amount at September
30, 2009, of $200,000 (after the conversion of $450,000 into the Company’s
common stock as described in Notes 6 and 9 below), bearing interest at 9% per
annum, with principal and interest due three years from the date of issuance.
The Reverse Merger Notes required no payment of principal or interest during the
term and may be converted to the Company’s common stock at the conversion price
of $0.50 per share at any time at the option of the note holder.  The
Company also issued 1,300,000 warrants to the various note holders; the warrants
have an exercise price of $0.75 per share for each share of the Company issuable
upon conversion of the note.  The warrants expire 5 years from
issuance and contain cashless exercise provisions which are settled in
shares.   The warrants and notes were issued in connection with a
registration rights agreement.





The
Company has initially recorded a debt discount to the Reverse Merger Notes in
the amount of $650,000.   During the nine months ended September
30, 2009, $450,000 of the Reverse Merger Notes was converted into common stock
(the unamortized debt discount related to the converted note was immediately
charged to interest expense on the day the note was converted).  The
Company amortized the debt discount using the effective interest method over the
term of the convertible notes payable which is three years. During the nine
months ended September 30, 2009 there was $0 amortized under this amortization
method.






14






HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)


New
Convertible Notes-Convertible Notes Payable, net of discount





During
the nine months ended September 30, 2009, the Company also issued additional
convertible notes payable in the amount of $2,145,365 (“New Convertible Notes”).
The New Convertible Notes had a principal amount at September 30, 2009 of
$1,920,365 (after the conversion of $225,000 into the company's common stock as
described in Notes 6 and 9 below).  The New Convertible Notes bear interest
at 9% per annum, with principal and interest due three years from the date of
issuance, required no payment of principal or interest during the term and may
be converted to our common stock at the conversion price of $0.50 per share at
any time at the option of the note holder.  The Company also issued
5,200,730 warrants to the various note holders. The warrants have an exercise
price of $0.75 per share for each share of the Company issuable upon conversion
of the note.  The warrants expire 5 years from issuance and contain
cashless exercise provisions which are settled in shares.   The
warrants and notes were issued in connection with a registration rights
agreement.





The
Company has recorded a debt discount in the amount of
$2,145,365.  During the nine months ended September 30, 2009, $225,000
of the New Convertible Notes was converted into common stock (the unamortized
debt discount related to the converted notes was immediately charged to interest
expense on the day the note was converted). The Company amortized the debt
discount using the effective interest method over the term of the convertible
notes payable which is three years. During the nine months ended September 30,
2009 there was $0 amortized under this amortization method.





Other
Convertible Notes-Convertible Notes Payable, net of discount





On
February 11, 2009 upon completion of the Merger, the Company also issued $25,000
of related party convertible notes and $50,000 of non-related party convertible
notes in exchange for equipment and inventory (“Other Convertible Notes”) for a
total of $75,000.  The Other Convertible Notes bear interest at 9% per
annum, with principal and interest due three years from the date of issuance,
require no payment of principal or interest during the term and may be converted
to our common stock at the conversion price of $0.50 per share at any time at
the option of the note holder.  The Company also issued 150,000
warrants to the various note holders. The warrants have an exercise price of
$0.75 per share for each share of the Company issuable upon conversion of the
note.  The warrants expire 5 years from issuance and contain cashless
exercise provisions which are settled in shares.   The warrants
and notes were issued in connection with a registration rights
agreement.





The
Company has initially recorded a debt discount in the amount of
$75,000.  The Company amortized the debt discount using the effective
interest method over the term of the convertible notes payable which is three
years. During the nine months ended September 30, 2009 there was $0 amortized
under this amortization method.





At
September 30, 2009, the fair value of all warrants issued in connection with
convertible notes payable and convertible notes payable to related party is
estimated to be $22,503,350.  Management estimated the fair value of
the warrants based upon the application of the Black-Sholes option-pricing model
using the following assumptions: expected life of three to five years; risk free
interest rate of (2.23% - 2.73%); volatility of (75%) and expected dividend
yield of zero.  At the date of issuance of the exchange notes, the
related Black-Sholes assumptions were: expected life of three years; risk free
interest rate of  1.32%; volatility of 59% and expected dividend yield
of zero.





6.
            DERIVATIVE
      LIABILITIES





As
described in Note 5, the Company issued financial instruments in the form of
warrants and convertible notes payable with conversion features.  All
of the convertible notes payable and warrants contain an anti-dilution provision
which “re-set” the related conversion rate and exercise price if any subsequent
equity linked instruments are issued with rates lower than those of the
outstanding equity linked instruments.





The
conversion features of both the convertible notes payable and warrants were
analyzed for derivative liabilities under GAAP and the Company has determined
that they meet the definition of a derivative liability due to the contracts
obligations.  Derivative instruments shall also be measured at fair
value at each reporting period with gains and losses recognized in current
earnings.





The
Company calculated the fair value of these instruments using the Black-Scholes
pricing model. The significant assumptions used in the calculation of the
instruments fair value are detailed in the table below.  At March 31,
2009, the value of the derivative liability for the embedded conversion features
was $10,879,732 and the derivative liability for the warrants was
$11,894,545.  During the quarter ending June 30, 2009, the Company
issued additional derivative liabilities with initial fair value for the
embedded conversion features of $4,063,805 and warrants of $4,034,638; the
excess of the initial fair value over the amount of debt discount was recorded
as interest expense in the accompanying condensed consolidated statement of
operations.  During the quarter ending September 30, 2009, the Company
issued additional derivative liabilities with an initial fair value for the
embedded conversion feature of $4,773,215and warrants of $5,330,966; the excess
of the initial value over the amount of debt discount was recorded as interest
expense in the accompanying condensed consolidated statement of
operations.





During
the quarter ended June 30, 2009, $375,232 of convertible notes payable was
converted into common stock of the Company.  The Company performed a
final mark-to-market for the derivative liability related to the converted notes
and the carrying amount of the derivative liability related to the conversion
feature on the date of conversion of $1,279,333 was re-classed to additional
paid in capital in the accompanying condensed statements of shareholders’
deficit.




15




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)
 During
the three months ended June 30, 2009, we recognized a charge of $11,489,557
based on the change in fair value (mark-to-market adjustment) of both the
warrant derivative liability and the embedded conversion feature derivative
liability in the accompanying condensed consolidated statement of
operations.  The value of the derivative liability was $41,082,944 at
June 30, 2009.





During
the quarter ended September 30, 2009, $325,000 of convertible notes payable was
converted into common stock of the Company.  The Company performed a
mark to market valuation for the derivative liability for the converted notes
and the fair value carrying amount of the derivative liability on the date of
conversion of $1,665,632 was reclassified to additional paid in capital in the
accompanying condensed statement of shareholders’ deficit.  During the
quarter ended September 30, 2009, 700,000 warrants were exercised on a cashless
basis.  As with the convertible notes payable, the Company performed a
mark to market valuation for the derivative liability associated with the
exercised warrants and the fair value carrying amount of the derivative
liability on the date of exercise of $1,631,392 was reclassified to additional
paid in capital in the accompanying condensed statement of shareholders’
deficit.





During
the three months ended September 30, 2009, we recognized a decrease in fair
value (mark to market adjustment) of $5,158,406 of our derivative
liability.  The decrease in fair value of the derivative liability was
associated with both the embedded conversion feature and the
warrants.  The value of the derivative liability was $42,731,694 at
September 30, 2009.





These
derivative liabilities have been measured in accordance with fair value
measurements, as defined by GAAP.  The valuation assumptions are
classified within Level 1 inputs and Level 2 inputs.  The following
table represents the Company’s derivative liability activity:





December
      31, 2008
            
            $
            ---Issuance
      of derivative financial instruments
            
            
            20,343,262Mark-to-market
      adjustment to fair value at March 31, 2009
            
            
            2,431,015March
      31, 2009
            
            $
            22,774,277Issuance
      of derivative financial instruments
            
            
            8,098,443Conversion
      of derivative financial instrument
            
            
            (1,279,333)Mark-to-market
      adjustment to fair value at June 30, 2009
            
            
            11,489,557June
      30, 2009
            
            $
            41,082,944Issuance
      of derivative financial instruments
            
            
            10,104,180Conversion
      of derivative financial instruments
            
            
            (3,297,024)Mark-to-market
      adjustment to fair value at September 30, 2009
            
            
            (5,158,406)September
      30, 2009
            
            $
            42,731,694





These
instruments were not issued with the intent of effectively hedging any future
cash flow, fair value of any asset, liability or any net investment in a foreign
operation.  The instruments do not qualify for hedge accounting, and
as such, all future changes in the fair value will be recognized currently in
earnings until such time as the instruments are exercised, converted or
expire.   The following assumptions were used to determine the
fair value of the warrants as of September 30, 2009 and at date of issuance of
February 11, 2009:





September
      30,
              2009Weighted-
      average volatility
            
            
            59%
      - 75%Expected
      dividends
            
            
            0.0%Expected
      term
            
            3
      to 5 yearsRisk-free
      rate
            
            1.32%
      to 2.95%





7.
            INCOME
      TAXES





The
Company’s method of accounting for income taxes is the asset and liability
approach. There was no income tax expense recorded for the quarter or nine
months ended September 30, 2009 or 2008, due to the Company’s net losses and a
100% valuation allowance on deferred tax assets.





8.
            STOCK
      BASED COMPENSATION





Stock-based
compensation cost is measured at the date of grant, based on the calculated fair
value of the stock-based award, and is recognized as expense over the employee’s
requisite service period (generally the vesting period of the
award).





On
February 9, 2009, the Company’s Board of Directors adopted the 2009 Equity
Incentive Plan authorizing the Board of Directors or a committee to issue
options exercisable for up to an aggregate of 13,700,000 shares of common stock.
There were 11,651,240 options granted during the nine months ended September 30,
2009, at an exercise prices ranging from $0.50 to $2.70 per share. The Company's
Share Employee Incentive Stock Option Plan was approved by the shareholders of
the Company and the definitive Schedule 14C Information Statement was filed with
the SEC on July 14, 2009.




16




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)
 
  The
Company estimates the fair value of employee stock options granted using the
Black-Scholes Option Pricing Model. Key assumptions used to estimate the fair
value of stock options include the exercise price of the award, the fair value
of the Company’s common stock on the date of grant, the expected option term,
the risk free interest rate at the date of grant, the expected volatility and
the expected annual dividend yield on the Company’s common
stock.





The
following weighted average assumptions were used in estimating the fair value of
certain share-based payment arrangements:





Nine
              Months
      EndedSeptember
      30, 2009Annual
      dividends
            
            0Expected
      volatility
            
            
            59%
      -75%Risk-free
      interest rate
            
            
            1.76%
      - 2.70%Expected
      life
            
            5
      years





Since
there is insufficient stock price history that is at least equal to the expected
or contractual terms of the Company’s options, the Company has calculated
volatility using the historical volatility of similar public entities in the
Company’s industry.  In making this determination and identifying a
similar public company, the Company considered the industry, stage, life cycle,
size and financial leverage of such other entities.   This
resulted in an expected volatility of 59% to 75% for the nine months ended
September 30, 2009.




The
expected option term in years is calculated using an average of the vesting
period and the option term, in accordance with the “simplified method” for
“plain vanilla” stock options allowed under GAAP.





The risk
free interest rate is the rate on a zero-coupon U.S. Treasury bond with a
remaining term equal to the expected option term.  The expected
volatility is derived from an industry-based index, in accordance with the
calculated value method.





The
Company is required to estimate the number of forfeitures expected to occur and
record expense based upon the number of awards expected to vest. At September
30, 2009, the Company expects all awards issued will be fully vested over the
expected life of the awards.





Stock
Option Activity





A summary
of stock option activity for the nine months ended September 30, 2009 is as
follows (no stock options were granted during the quarter ended September 30,
2009):





WeightedAverageNumber
            
            
            ExerciseShares
            
            
            PriceOptions
      outstanding at December 31, 2008
            
            
            -
            
            
            $
            -Granted
            
            
            11,651,240
            
            
            
            0.58Exercised
            
            
            -
            
            
            
            -Forfeited
            
            
            -
            
            
            
            -Options
      outstanding at September 30, 2009
            
            
            11,651,240
            
            
            $
            0.58





The
following table summarizes information about stock options outstanding and
exercisable as of September 30, 2009:





Outstanding
            
            
            ExercisableNumber
      of shares
            
            
            11,651,240
            
            
            
            8,748,856Weighted
      average remaining contractual life
            
            
            4.38
            
            
            
            4.37Weighted
      average exercise price per share
            
            $
            0.58
            
            
            $
            0.56Aggregate
      intrinsic value (September 30, 2009 closing price of
$2.74)
            
            $
            25,126,091
            
            
            $
            19,062,797





The
aggregate intrinsic value in the preceding table represents the total pre-tax
intrinsic value (the difference between the Company’s closing stock price as of
September 30, 2009 and the weighted average exercise price multiplied by the
number of shares) that would have been received by the option holders had all
option holders exercised their options on September 30, 2009. This intrinsic
value will vary as the Company’s stock price fluctuates.




17




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)







Compensation
expense arising from stock option grants was $3,044,321 and $13,821,695 for the
quarter and nine months ended September 30, 2009.





The
amount of unrecognized compensation cost related to non-vested awards at
September 30, 2009 was $4,420,225.  The weighted average period in
which this amount is expected to be recognized is 4.71 years.





Stock
options outstanding and exercisable at September 30, 2009, and the related
exercise price and remaining contractual life are as follows:





Options
      Outstanding
            
            Options
      ExercisableWeighted
            
            
            
            
            
            
            WeightedAverage
            
            
            
            
            
            
            AverageWeighted
            
            Remaining
            
            
            
            
            Weighted
            
            RemainingNumber
      of
            
            
            Average
            
            Contractual
            
            Number
      of
            
            
            Average
            
            ContractualExercise
            
            
            Options
            
            
            Exercise
            
            Life
      of Options
            
            Options
            
            
            Exercise
            
            Life
      of OptionsPrice
            
            
            Outstanding
            
            
            Price
            
            Outstanding
            
            Exercisable
            
            
            Price
            
            Exercisable$
            0.50-$0.75
            
            
            
            11,351,240
            
            
            $
            0.55
            
            4.37
      yrs
            
            
            8,633,931
            
            
            $
            0.53
            
            4.37
      yrs$
            2.70
            
            
            
            300,000
            
            
            $
            2.70
            
            4.71
      yrs
            
            
            114,925
            
            
            $
            2.70
            
            4.71
      yrs11,651,240
            
            
            $
            0.58
            
            4.38
      yrs
            
            
            8,748,856
            
            
            $
            0.56
            
            4.37
      yrs








9.
            COMMON
      STOCK





Common
Stock Issued





We are
authorized to issue up to 1,750,000,000 shares of common stock, par value
$0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001
per share.  During the quarter ended September 30, 2009, the Company
issued 1,185,635 restricted shares of the Company’s common stock to certain
holders of the 9% convertible notes and warrants who elected to
convert..  The Company also granted 95,000 new restricted common
shares during the quarter.  The Company’s common stock outstanding at
September 30, 2009 was 38,715,361. The Company also reserved 5,713,918 shares of
common stock for issuance upon the conversion of certain convertible notes of
Subsidiary that were converted into new convertible notes of the Company in
connection with the Merger.  The outstanding shares of common stock
are validly issued, fully paid and nonassessable.







18





HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





10.
            COMMITMENTS
      AND CONTINGENCIES





Operating
Leases





The
Company leases its corporate office located at 1848 Commercial Street, San
Diego, California under a lease agreement with a partnership that is affiliated
with a principal stockholder, who is also an executive officer, founder and a
director of the Company. The lease expired on October 31, 2008, monthly rent was
$200 per month for the period January 1, 2007 through February 29, 2008, and
then increased to $2,000 per month for the period March 1, 2008 through October
31, 2008. The Company entered into a new lease effective November 1, 2008. The
initial term of this lease for the period November 1, 2008 through October
31, 2009, provides for a monthly base rent of $7,125.  The lease
automatically renewed for one year under the same terms and conditions, and now
matures October 31, 2010.  This lease also includes a scheduled base
rent increase of 3.0% – 6.0% per year over the term of the lease based on the
Consumer Price Index / All
Urban Consumers – San Diego, California .





The
Company leases a test facility in California for $300 per month under a lease
which expired on October 31, 2008. Under a new lease effective November 1, 2008,
the rent increased to $450 per month.  The initial term of this lease
is November 1, 2008 through October 31, 2009, with a one-year renewal option for
each of the next five years with no increase in rent during the renewal
periods.  The lease was renewed and now matures October 31,
2010





At
September 30, 2009, future minimum lease payments under noncancelable operating
leases approximate $7,575 per month through October 31, 2010.





Manufacturing
Agreement





The
Company entered into a three year contract with East West of Thailand on June
14, 2008 to manage the manufacturing and distribution of its products. The
contract can be cancelled due to gross nonperformance from East West or the
failure to meet milestones. Milestones disclosed in the contract include:
development of supply chain, understanding of design package of product to be
manufactured, identifying approved suppliers, placing orders based on production
planning and managing the implementation of a logistics warehouse for customer
orders. If the contract is cancelled due to nonperformance or failure to meet
the documented milestones, the Company is not obligated to pay the remainder of
the contract. The monthly management fee payable to East West is $16,270. The
Company paid $104,675 and $48,810 in management fees to East West during the
nine months ended September 30, 2009 and September 30, 2008, respectively, and
$16,270 and $48,810 during the quarters ended September 30, 2009 and 2008,
respectively. The East West accounts payable was $40,675 at September 30, 2009
and the Company had a commitment to pay East West $213,626 for cost related to
the prospective manufacturing of inventory and tooling. The Company will record
the $213,626 as part of its inventory and tooling when legal title transfers
from East West to the Company consistent with the Company’s policy for inventory
as described in Note 2.




19









HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





Legal
Matters





From time
to time, claims are made against the Company in the ordinary course of business,
which could result in litigation. Claims and associated litigation are subject
to inherent uncertainties and unfavorable outcomes could occur, such as monetary
damages, fines, penalties or injunctions prohibiting the Company from selling
one or more products or engaging in other activities. The occurrence of an
unfavorable outcome in any specific period could have a material adverse effect
on the Company’s results of operations for that period or future
periods.





In
December of 2008 we entered into a settlement agreement and release (“Settlement
Agreement”) with Bluewater Partners, S.A., IAB Island Ventures, S.A., CAT
Brokerage AG, and David Lillico (collectively, “Bluewater”) in order to settle a
lawsuit with Bluewater originally filed in the Supreme Court of New York State,
County of New York on December, 17, 2008, and subsequently moved to the Circuit
Court for the15th
Judicial Circuit in Palm Beach County, Florida on February 20,
2009.  In this lawsuit, Bluewater alleged that the Company failed to
pay approximately $96,000 due under certain promissory notes issued to Bluewater
by the Company.  Among other things, the Settlement Agreement required
us to issue 11,000,000 shares of our common stock to Bluewater pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended, and to obtain the
approval of a court with appropriate jurisdiction of the terms and conditions
for such issuance after a hearing upon the fairness of such terms and
conditions.  On March 25, 2009, the Circuit Court for the 15 the
Judicial Circuit in Palm Beach County, Florida approved the terms and conditions
of the issuance of the 11,000,000 shares in accordance with the Settlement
Agreement and the Settlement Agreement became final.





On
October 9, 2009, a former employee served a complaint in San Diego Superior
Court against the Company, Scott Weinbrandt, our Chairman and President, and Ian
Gardner, our Chief Executive Officer. The Complaint allegations include breach
of the plaintiff’s employment agreement, unpaid wages, and related
claims.  All of these claims relate to Plaintiff’s allegation that he
was unfairly forced out of the Company.  Although no specific amount
of damages are alleged, the Company believes the amount of back wages being
sought is approximately $98,500 and the Company has accrued such amount at
September 30, 2009.





Executive
Compensation





Employment
agreements executed with two of the Company’s executives call for base salary
for each executive as shown below.





●
            $200,000
      per annum August 1, 2008 through July 31, 2009●
            $250,000
      per annum August 1, 2009 through July 31, 2010●
            $300,000
      per annum August 1, 2010 through December 31,
  2010





In
addition to the salary shown above, each executive is entitled to a $75,000
bonus payable upon closing of the Company’s series A financing.




20









HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


September
30, 2009


(Unaudited)





11.
            SUBSEQUENT
      EVENTS





Subsequent
to September 30, 2009, the Company received purchase orders from various
domestic customers, to purchase approximately 7 wind turbines.  The
Company currently anticipates shipping a majority of these wind turbines in the
fourth quarter of 2009.





On
October 29, 2009, the Company received $37,500, from a non-related party and
issued a promissory note that accrues interest at 20% and has a term of 90
business days (maturity).  The Company must repay the note on the
earlier of 1) maturity or 2) the date the Company consummates a capital raise
equal to or in excess of $1,000,000.  This note may be prepaid in
whole or in part at any time without prepayment charge or penalty.





On
November 4, 2009, the Company received $75,000 from BlueWater Partners, S.A and
issued a promissory note that accrues interest at a rate of prime plus
1%.  The principal amount plus interest is due and payable at the
earlier of a financing transaction consummated by the Company of at least
$1,000,000 or April 28, 2010.  The note may be repaid without penalty
or premium.





On
November 5, 2009, the Company received $37,500 from a non-related party and
issued a promissory note that accrues interest at 20% and has a term of 90
business days (maturity).  The Company must repay the note on the
earlier of 1) maturity or 2) the date the Company consummates a capital raise
equal to or in excess of $1,000,000.  This note may be prepaid in
whole or in part at any time without prepayment charge or penalty.






21





HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)
 
  Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations





Forward-Looking Statements
and Factors Affecting Future Results





Helix
Wind, Corp., and its wholly-owned subsidiary, Helix Wind, Inc. (collectively,
“Helix Wind,” we,” “our,” “us” or the “Company”) may from time to time make
written or oral “forward-looking statements,” including statements contained in
our filings with the Securities and Exchange Commission (the “SEC”) (including
this Quarterly Report on Form 10-Q and the exhibits hereto), in our reports to
shareholders and in other communications by us, which are made in good faith by
us pursuant to the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995.





These
forward-looking statements include statements concerning our beliefs, plans,
objectives, goals, expectations, anticipations, estimates, intentions,
operations, future results and prospects, including statements that include the
words “may,” “could,” “should,” “would,” “believe,” “expect,” “will,” “shall,”
“anticipate,” “estimate,” “propose,” “continue,” “predict,” “intend,” “plan” and
similar expressions.  These forward-looking statements are based upon
current expectations and are subject to risk, uncertainties and assumptions,
including those described in this quarterly report and the other documents that
are incorporated by reference herein.  Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated,
expected, projected, intended, committed or believed.





In
connection with the safe harbors created by Section 21E of the Securities
Exchange Act of 1934, as amended, and the provisions of the Private Securities
Litigation Reform Act of 1995, the Company provides the following cautionary
statements identifying important factors (some of which are beyond our control)
which could cause the actual results or events to differ materially from those
set forth in or implied by the forward-looking statements and related
assumptions. Such factors include, but are not limited to, the
following:





●
            Our
      ability to attract and retain management and field personnel with
      experience in the small wind turbine
industry;





●
            Our
      ability to raise capital when needed and on acceptable terms and
      conditions;





●
            Our
      ability to commercialize our
products;





●
            Product
      defects or malfunctions;





●
            The
      intensity of competition; and





●
            General
      economic conditions.





All
written and oral forward-looking statements made in connection with this
Quarterly Report on Form 10-Q that are attributable to us or persons acting on
our behalf are expressly qualified in their entirety by these cautionary
statements. Given the uncertainties that surround such statements, you are
cautioned not to place undue reliance on such forward-looking
statements.





Information
regarding market and industry statistics contained in this report is included
based on information available to us that we believe is accurate. It is
generally based on academic and other publications that are not produced for
purposes of securities offerings or economic analysis. We have not reviewed or
included data from all sources, and we cannot assure you of the accuracy or
completeness of the data included in this Report. Forecasts and other
forward-looking information obtained from these sources are subject to the same
qualifications and the additional uncertainties accompanying any estimates of
future market size and revenue. We have no obligation to update forward-looking
information to reflect actual results or changes in assumptions or other factors
that could affect those statements.





22





HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)




Basis of
Presentation





The
following management’s discussion and analysis is intended to provide additional
information regarding the significant changes and trends which influenced our
financial performance for the nine month period ended September 30, 2009. This
discussion should be read in conjunction with the unaudited financial statements
and notes as set forth in this Report.





The
comparability of our financial information is affected by our acquisition of
Helix Wind, Inc. in February of 2009. As a result of the acquisition, financial
results reflect the combined entity beginning February 11, 2009. For further
discussion of the acquisition see note 1 above.





Certain
statements contained in this Quarterly Report on Form 10-Q are forward-looking
in nature and involve known and unknown risks, uncertainties, and other factors
that may cause our actual results, performance or achievements to be materially
different from any future results.





Overview





Helix
Wind is a small wind solutions company focused on the renewable alternative
energy market.  We develop or acquire small wind products and
solutions for different vertical markets worldwide.  Helix Wind is
engaged in the design, manufacturing and sale of small wind vertical axis
turbines designed to generate 300W, 1kW, 2.0kW, 4.0kW, and 50kW of clean
renewable electricity.  Helix Wind was incorporated under the laws of
the State of Nevada on January 10, 2006. The Company’s headquarters are located
in San Diego, California





Helix
Wind provides energy independence utilizing wind, a resource that never runs
out.  Wind power is an abundant, renewable, emissions free energy
source that can be utilized on large and small scales.  At the soul of
Helix Wind lies the belief that energy self sufficiency is a responsible and
proactive goal that addresses the ever-increasing consequences of legacy energy
supply systems.





Plan of
Operations





Helix
Wind’s strategy is to pursue selected opportunities that are characterized by
reasonable entry costs, favorable economic terms, high reserve potential
relative to capital expenditures and the availability of existing technical data
that may be further developed using current technology.





Revenues





We
generate substantially all of our net sales from the sale of small wind
turbines. Helix Wind uses a mix of a direct and indirect distribution
model.  Direct sales personnel are employed to offer extra coverage of
the United States as a vast majority of our lead generation is from this
area.  We continue to rollout our distribution network. Our structure
is built on a non-exclusivity of territory but exclusivity of
leads.  Therefore, we define a reasonable territory the distributors
can cover from a sales and service point of view. We demand no reselling of our
products as well as define a retail price which must be adhered to by all
distributors, as a condition of their agreement with Helix Wind. Pricing in the
Euro zone is subject to the fluctuation of the exchange rate between the euro
and U.S. dollar. Distributors must adhere to the price guidelines which is based
on our U.S. retail price, subject to adjustment each quarter to take into
account the currency exchange on the last day of the previous quarter.
Confirmation of an order is given on receipt of a signed purchase agreement with
a 50% deposit in U.S. dollars.  Sales are recognized and title and
risk is passed on delivery to customers in the United States and by delivery CIF
to international locations. Our customers do not have extended payment terms or
rights of cancellation under these contracts.  No single customer
accounted for more than 17% of our revenue for the nine months ended September
30, 2009.





23





HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)





Cost
of Sales





Our cost
of sales includes the cost of raw material and components such as blades,
rotors, invertors, mono poles and other components.  Other items
contributing to our cost of sales are the direct assembly labor and manufactured
overhead from our component suppliers and East West, a Thailand company that
manages the manufacturing and distribution of our products.  Overall,
we currently expect our cost of sales per unit to decrease as we ramp production
lots in the future to meet the product demands from our customers.





Gross
Profit





Gross
profit is affected by numerous factors, including our average selling prices,
distributor discounts, foreign exchange rates, and our manufacturing
costs.  Another factor impacting gross profits is the ramp of
production going forward.  As a result of the above, gross profits may
vary from quarter to quarter and year to year.





Research
and development.





Research
and development expense consists primarily of salaries and personnel-related
costs and the cost of products, materials and outside services used in our
process and product research and development activities.





Selling,
general and administrative





Selling,
general and administrative expense consists primarily of salaries and other
personnel-related costs, professional fees, insurance costs, travel expense,
other selling expenses as well as share based compensation expense relating to
stock options.  We expect these expenses to increase in the near term,
both in absolute dollars and as a percentage of net sales, in order to support
the growth of our business as we expand our sales and marketing efforts, improve
our information processes and systems and implement the financial reporting,
compliance and other infrastructure required by a public
company.  Over time, we expect selling, general and administrative
expense to decline as a percentage of net sales as our net sales
increase.





Other
Expenses





Interest expense, net of amounts capitalized, is incurred on various
debt financings as well as the amount recorded for the derivative liability
associated with the 9% convertible notes and warrants.  Any interest
income earned on our cash, cash equivalents and marketable securities is netted
in other expenses as it is immaterial.





Use
of estimates





Our
discussion and analysis of our financial condition and results of operations are
based upon our unaudited condensed consolidated financial statements, which have
been prepared in accordance with U.S. GAAP for interim financial
information.  The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amount of assets,
liabilities, net sales and expenses and related disclosure of contingent assets
and liabilities.  On an on-going basis, we evaluate our estimates,
including those related to inventories, intangible assets, income taxes,
warranty obligations, marketable securities valuation, derivative financial
instrument valuation, end-of-life collection and recycling, contingencies and
litigation and share based compensation.  We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources.




24




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)
 
  
 Results
of Operations





For
the three months ended September 30, 2009 compared to the three months
ended September 30, 2008





Revenues





Revenue
increased by $448,073 from $1,500 in the three months ended September 30, 2008
to $449,573 in the three months ended September 30, 2009, primarily as a result
of shipping 13 S322 models and 25 S594 models to customers in the third quarter
of 2009.  The Company was in its development stage and did not
generate any revenues from product sales for the three months ended September
30, 2008 but did record $1,500 from a feasibility study for the third quarter of
2008.





Cost
of Revenues





The cost
of revenues of $324,690 for the three months ended September 30, 2009
represented the direct product costs from the manufacturer associated with the
bill of material for the S-322 and the S-594 units received by customers in the
third quarter of 2009.  There was no revenue and therefore, no cost of
revenues for the three months ended September 30, 2008.





Gross
profit





Gross
profit increased by $123,383 from $1,500 in the three months ended September 30,
2008 to $124,883 in the three months ended September 30, 2009, reflecting an
increase in revenue.  The Company’s first product shipments to
customers occurred in 2009.  Prior to 2009, the Company was in its
development stage.





Research
and development





Cost
incurred for research and development are expensed as
incurred.  Research and development expense increased by $319,260 from
$115,548 in the three months ended September 30, 2008 to $434,808 in the three
months ended September 30, 2009, primarily as a result of the increase of
$95,091 relating to product development and testing that continued to ramp
during the period as well as $224,169 recorded for share based compensation
expense related to stock options.





Selling,
general and administrative





Selling,
general and administrative expense increased by $3,957,243 from $477,045 in the
three months ended September 30, 2008 to $4,434,288 in the three months ended
September 30, 2009, primarily as a result of the increase of $2,820,152 recorded
for share based payments related to stock options, compensation to management
and employees increasing by $164,645, marketing and
advertising  increasing by $403,416, professional fees increasing
by  $314,654, insurance increasing by  $29,678, shipping
increasing by $74,700, warranty expenses increasing by  $26,383 and
various other expenses including travel and supplies totaling
$123,615.





Other
expense





Other
expenses increased by $4,047,978 from $48,503 in the three months ended
September 30, 2008 to $4,096,480 in the three months ended September 30, 2009,
as a result of interest expense recorded for the fair value of the
convertible notes of approximately $9,213,042 and a decrease to the change
in fair value of derivative liability of  approximately
$(5,116,562).





Provision
for income taxes





We made
no provision for income taxes for the three months ended September 30, 2009 and
2008 due to net losses incurred except for minimum tax
liabilities.  We have determined that due to our continuing operating
losses as well as the uncertainty of the timing of profitability in future
periods, we should fully reserve our deferred tax assets.





25





HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)





Net
loss





Net loss
increased by $8,201,097 from $639,596 in the three months ended September 30,
2008 to $8,840,693 in the three months ended September 30, 2009, primarily as a
result of interest expense of $9,213,042 recorded for the fair value of the
convertible notes and the recording of share based compensation of $3,044,000,
offset by the decrease to the change in the fair value of the derivative
liability of $5,116,562, all non-cash charges. The remaining amount of net loss
relates to various operational, general and administrative and other expenses
for growing existing business.





For
the nine months ended September 30, 2009 compared to the nine months ended
September 30, 2008





Revenues





Revenue
increased by $987,441 from $4,500 in the nine months ended September 30, 2008 to
$991,941 in the nine months ended September 30, 2009, primarily as a result of
shipping 34 S322 models and 53 S594 models to customers in the first nine months
of 2009.  The Company was in its development stage and did not
generate any revenues from product sales for the nine months ended June 30, 2008
but did record $4,500 from three feasibility studies for the first nine months
of 2008.





Cost
of Revenues





The cost
of revenues of $751,153 for the nine months ended September 30, 2009 represented
the direct product costs from the manufacturer associated with the bill of
material for the S-322 and the S-594 units received by customers for the first
nine months of 2009.  There was no revenue from product sales and
therefore, no cost of revenues for the nine months ended September 30,
2008.





Gross
profit





Gross
profit increased by $236,288 from $4,500 in the nine months ended September 30,
2008 to $240,788 in the nine months ended September 30, 2009, reflecting an
increase in revenue. The Company’s first product shipments to customers occurred
in 2009.  Prior to 2009, the Company was in its development
stage.





Research
and development





Cost
incurred for research and development are expensed as
incurred.  Research and development expense increased by $792,941 from
$252,492 in the nine months ended September 30, 2008 to $1,045,433 in the nine
months ended September 30, 2009, primarily as a result of the increase of
$183,308 relating to product development and testing that continued to ramp
during the period as well as $609,633 recorded for share based compensation
expense related to stock options.





Selling,
general and administrative





Selling,
general and administrative expense increased by $15,618,847 from $992,666 in the
nine months ended September 30, 2008 to $16,611,513 in the nine months ended
September 30, 2009, primarily as a result of the increase of $13,212,061
recorded for share based payments related to stock options, compensation to
management and employees increasing by $593,441, rent increasing
by  $50,195, professional fees increasing by  $552,827,
insurance increasing by  $72,162, shipping increasing by $268,751,
supplies and office expense increasing by $93,205, marketing and advertising
increasing by $416,683, warranty expenses increasing by  $107,490,
outside services increasing by $190,439 and other various expenses increasing by
$61,593.


26
   HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)





Other
expense





Other
expenses increased by $42,932,654 from $82,409 in the nine months ended
September 30, 2008 to $43,015,063 in the nine months ended September 30, 2009,
primarily as a result of interest expense recorded for the fair value of the 9%
convertible of $22,255,902, loss on debt extinguishment of $12,038,787 and
change in the fair value of derivative liability of $8,720,374.





Provision
for income taxes





We made
no provision for income taxes for the nine months ended September 30, 2009 and
2008 due to net losses incurred except for minimum tax liabilities. We have
determined that due to our continuing operating losses as well as the
uncertainty of the timing of profitability in future periods, we should fully
reserve our deferred tax assets.





Net
loss





The net
loss increased by $59,108,154 from $1,323,067 in the nine months ended September
30, 2008 to $60,431,221 in the nine months ended September 30, 2009, primarily
as a result of the change in the fair value of the derivative liability of
$8,720,374, interest expense of 22,255,902 recorded for the fair value of the
convertible notes, recording of share based compensation of $13,821,694, and
loss on debt extinguishment of $12,038,787, all non-cash charges. The remaining
amount of net loss relates to various operational, general and administrative
and other expenses for growing existing business.





Going
Concern





There is
substantial doubt about our ability to continue as a “going concern” because the
Company has incurred continuing losses from operations, has negative
working capital of approximately $44,446,000 and an accumulated deficit of
approximately $63,242,000 at September 30, 2009.





Financial Condition and
Liquidity





Liquidity and Capital
Resources





As
of  September 30, 2009 and December 31, 2008, Helix Wind had a working
capital deficit of approximately $44,446,000 and $2,742,000
respectively.  The negative working capital in 2009 results
primarily from the derivative liability relating to the convertible notes and
fair value of the warrants of approximately $42,732,000, short term debt of
$605,000, accounts payable of approximately $999,000 and other changes to
various accounts totaling $110,000 and the negative balance in 2008 results
primarily from notes payable of $2,072,000, accounts payable of $449,215 and
various other accrued liabilities of $220,700.   The net
loss of approximately $60,431,000 for the nine months ended September 30,
2009 was comprised of approximately $1,045,000 for research and development,
$808,000 for sales and marketing, $13,822,000 for share based compensation
expense for stock options, $43,015,000 of interest, loss on debt extinguishment
and change in fair value of derivative liability  relating to the
convertible notes and fair value of the warrants and the balance for working
capital relating to general and administrative expenses.  The net
loss of approximately $1,323,067 for the nine months ended September 30,
2008 was comprised of approximately $252,000 for research and development and
the balance for working capital relating to general and administrative
expenses.  Cash provided by financing activities for the nine months
ended September 30, 2009 totaled $2,705,000 resulting from funding from the
issuance of convertible notes payable and cash provided from financing
activities at September 30, 2008 totaled $1,620,814 resulting from the
funding from the issuance of convertible notes payable.





The
Company has funded its operations to date through the private offering of debt
and equity securities.


27
   
 HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)








Helix
Wind expects significant capital expenditures during the next 12 months,
contingent upon raising capital. We currently anticipate that we will need
$4,000,000 for operations and $3,000,000 for acquisitions already contracted for
the next 12 months. These anticipated expenditures are for manufacturing of
systems, infrastructure, overhead, integration of acquisitions and working
capital purposes.





Helix
Wind presently does not have any available credit, bank financing or other
external sources of liquidity. Due to its brief history and historical operating
losses, Helix Wind’s operations have not been a source of liquidity. Helix Wind
will need to obtain additional capital in order to expand operations and become
profitable. In order to obtain capital, the Company may need to sell additional
shares of its common stock or borrow funds from private lenders. There can be no
assurance that Helix Wind will be successful in obtaining additional
funding.





Helix
Wind will need additional investments in order to continue operations.
Additional investments are being sought, but Helix Wind cannot guarantee that it
will be able to obtain such investments.  Financing transactions may
include the issuance of equity or debt securities, obtaining credit facilities,
or other financing mechanisms. However, the trading price of Helix Wind’s common
stock and a downturn in the U.S. stock and debt markets could make it more
difficult to obtain financing through the issuance of equity or debt securities.
Even if Helix Wind is able to raise the funds required, it is possible that it
could incur unexpected costs and expenses, fail to collect significant amounts
owed to it, or experience unexpected cash requirements that would force it to
seek alternative financing. Further, if Helix Wind issues additional equity or
debt securities, stockholders may experience additional dilution or the new
equity securities may have rights, preferences or privileges senior to those of
existing holders of Helix Wind’s common stock. If additional financing is not
available or is not available on acceptable terms, Helix Wind will have to
curtail its operations.





On
February 11, 2009, the Company exchanged existing convertible notes (12% notes)
for 9% convertible notes. In addition to the stated interest rate, the exchange
transaction also modified the conversion rate as well as the issuance of
5,753,918 warrants to the various convertible note holders.  The total
amount of the 12% notes exchanged was $2,234,579.  This amount
included principal plus accrued interest charges and other
charges.   In addition, the Company issued new convertible 9%
notes subsequent to February 11, 2009 for $2,870,365 as of September 30,
2009.





Off-balance sheet
arrangements





We have
no off-balance sheet arrangements.





Contractual
Obligations





The
Company exchanged 12% convertible notes of Helix Wind, Inc. for its own 9%
convertible notes during the first quarter as a part of the merger transaction
with Helix Wind, Inc.  The new notes are convertible into common
shares of the Company’s stock at a conversion price $0.50 per
share.  In addition, for each share of common stock into which such
notes can convert, the noteholder received one warrant at an exercise price
of $0.75.  In addition, subsequent to the reverse merger transaction
on February 11, 2009, the Company issued new 9% convertible notes and warrants
with the same terms and conditions described above.







28






HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)





Critical Accounting
Policies





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates. Significant
estimates include those related to the debt discount, valuation of derivative
liabilities and stock based compensation, and those associated with the
realization of long-lived assets.





Long-lived
Assets





Long-lived
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. For
purposes of the impairment review, assets are reviewed on an asset-by-asset
basis. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of each asset to future net cash flows expected to be
generated by such asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount which the carrying amount
of the assets exceeds the fair value of the assets. Through September 30, 2009,
there have been no such losses.





Derivative
Liabilities and Classification





We
evaluate free-standing instruments (or embedded derivatives) indexed to the
Company’s common stock to properly classify such instruments within equity or as
liabilities in our financial statements. Accordingly, the classification of an
instrument indexed to our stock, which is carried as a liability, must be
reassessed at each balance sheet date. If the classification changes as a result
of events during a reporting period, the instrument is reclassified as of the
date of the event that caused the reclassification. There is no limit on the
number of times a contract may be reclassified.





Stock
Based Compensation





Stock-based
compensation cost is measured at the date of grant, based on the calculated fair
value of the stock-based award, and is recognized as expense over the employee’s
requisite service period (generally the vesting period of the
award).




29




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 September
30, 2009
 (Unaudited)





Item 4T.
            Controls
      and Procedures.





Evaluation
of Disclosure Controls and Procedures.





Pursuant
to Rule 13a-15(b) under the Exchange Act, our management, under the supervision
and with the participation of our Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of
September 30, 2009, the end of the period covered by this Quarterly Report on
Form 10-Q/A. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of September 30, 2009, our disclosure
controls and procedures were not effective to ensure that information required
to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and
forms and is accumulated and communicated to our management, including our
principal executive and principal financial officer, as appropriate to allow
timely decisions regarding required disclosures.





We have
identified material weaknesses in our internal control over financial reporting
related to the following matters:





·
            We
      identified a lack of sufficient segregation of duties. Specifically, this
      material weakness is such that the design over these areas relies
      primarily on detective controls and could be strengthened by adding
      preventative controls to properly safeguard company
  assets.





·
            Management
      has identified a lack of sufficient personnel in the accounting function
      due to our limited resources with appropriate skills, training and
      experience to perform the review processes to ensure the complete and
      proper application of generally accepted accounting principles,
      particularly as it relates to valuation of share based payments, the
      valuation of warrants, and other complex debt /equity transactions.
      Specifically, this material weakness lead to segregation of duties issues
      and resulted in audit adjustments to the annual consolidated financial
      statements and revisions to related disclosures, share based payments,
      valuation of warrants and other equity
  transactions.





Our plan
to remediate those material weaknesses is as follows:





·
            Improve
      the effectiveness of the accounting group by continuing to augment our
      existing resources with additional consultants or employees to improve
      segregation procedures and to assist in the analysis and recording of
      complex accounting transactions. We plan to mitigate the segregation of
      duties issues by hiring additional personnel in our accounting department
      once we generate significantly more revenue, or raise significant
      additional working capital.





·
            Improve
      segregation procedures by strengthening cross approval of various
      functions including quarterly internal audit procedures where
      appropriate.





In the
fiscal quarter ended September 30, 2009, there were no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.








30





PART II - OTHER INFORMATION





Item
1. Legal Proceedings





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





Unregistered Sales of Equity
Securities





We have
issued the following unregistered securities which have not been previously
reported:





On
October 2, 2009, we issued 5,000 shares of our common stock to a firm for
financial services provided to us.





This
transaction did not involve any underwriters, underwriting discounts or
commissions, or any public offering. The sale of these securities was deemed to
be exempt from the registration requirements of the Securities Act of 1933 by
virtue of Section 4(2) thereof, and/or Rule 506 of Regulation D promulgated
thereunder, as a transaction by an issuer not involving a public
offering.





31








Item
6. Exhibits.





Exhibit
      No.
            
            Description3.1
            
            Articles
      of Incorporation of Helix Wind, Corp., incorporated by reference to
      Exhibit 3.1 to Helix Wind Corp's., Registration Statement on Form SB-2
      filed on June 1, 20063.2
            
            Certificate
      of Amendment to Articles of Incorporation of Helix Wind, Corp.,
      incorporated by reference to Exhibit 3.1 to Helix Wind Corp's Current
      Report on Form 8-K filed on April 24, 20093.3
            
            Bylaws
      of Helix Wind, Corp., incorporated herein by reference to Exhibit 3.2 to
      Helix Wind, Corp.'s Registration Statement on Form SB-2 2 filed on June 1,
      20064.1
            
            Form
      of 9% Convertible Note, incorporated by reference to Exhibit
      10.6  to Helix Wind, Corp’s Current Report on Form 8-K filed on
      February 11, 2009.4.2
            
            Form
      of Registration Rights Agreement among Helix Wind, Corp. and the investors
      signatory thereto in the 9% Convertible Note offering, incorporated by
      reference to Exhibit 4.1  to Helix Wind, Corp’s Current Report
      on Form 8-K filed on February 11, 20094.3
            
            Form
      of Warrant for the 9% Convertible Note offering, incorporated by reference
      to Exhibit 4.2 to Helix Wind, Corp’s Current Report on Form 8-K filed on
      February 11, 20094.4
            
            Convertible
      Promissory Note dated March 31, 2009, issued by Helix Wind, Corp. to
      Whalehaven Capital Fund Limited, incorporated by reference to Exhibit 10.2
      to Helix Wind, Corp’s Current Report on Form 8-K filed on April 3,
      20094.5
            
            Common
      Stock Purchase Warrant dated March 31, 2009, issued by Helix Wind, Corp.
      to Whalehaven Capital Fund Limited, incorporated by reference to Exhibit
      4.1 to Helix Wind, Corp’s Current Report on Form 8-K filed on April 3,
      20094.6
            
            Form
      of Convertible Promissory Note issued by Helix Wind, Corp., incorporated
      by reference to Exhibit 10.2 to Helix Wind’s Current Report on Form 8-K
      filed on July 15, 20094.7
            
            Form
      of Common Stock Purchase Warrant issued by Helix Wind, Corp., incorporated
      by reference to Exhibit 10.3 to Helix Wind’s Current Report on Form 8-K
      filed on July 15, 20094.8
            
            Form
      of Secured Promissory Note, incorporated by reference to Exhibit 10.2 to
      Helix Wind, Corp’s Current Report on Form 8-K filed on September 3,
      20094.9
            
            Form
      of Lock-Up Agreement, incorporated by reference to Exhibit 10.3 to Helix
      Wind, Corp’s Current Report on Form 8-K filed on September 3,
      20094.10
            
            Form
      of Put Right Agreement, incorporated by reference to Exhibit 10.4 to Helix
      Wind, Corp’s Current Report on Form 8-K filed on September 3,
      20094.11
            
            Form
      of Lock-Up Agreement, incorporated by reference to Exhibit 10.2 to Helix
      Wind, Corp’s Current Report on Form 8-K filed on September 15,
      200910.1
            
            Helix
      Wind, Corp. Share Employee Incentive Stock Option Plan, incorporated by
      reference to Exhibit 10.1 to Helix Wind, Corp’s Current Report on Form 8-K
      filed on February 11, 2009







32








Exhibit
      No.
            
            Description10.2
            
            Form
      of Subscription Agreement, incorporated by reference to Exhibit 10.1 to
      Helix Wind, Corp’s Current Report on Form 8-K filed on July 15,
      200910.3
            
            Joint
      Development Agreement, dated June 3, 2009, with CheckPoint Fluidic Systems
      International, Limited, , incorporated by reference to Exhibit 10.5 to
      Helix Wind, Corp’s Current Report on Form 8-K filed on June 9,
      200910.4
            
            Service
      and Indemnification Agreement, dated as of June 6, 2009, between Gene
      Hoffman and Helix Wind, Corp.,   incorporated by reference to Exhibit
      10.6 to Helix Wind, Corp’s Current Report on Form 8-K filed on June 17,
      200910.5
            
            Letter
      of Intent, dated June 24, 2009, between Helix Wind, Corp. and Venco Power
      GmbH, incorporated by reference to Exhibit 10.1 to Helix Wind, Corp’s
      Current Report on Form 8-K filed on June 26, 200910.6
            
            Agreement,
      entered into on June 24, 2009, between Helix Wind, Corp. and Venco Power
      GmbH, incorporated by reference to Exhibit 10.2 to Helix Wind, Corp’s
      Current Report on Form 8-K filed on June 26, 200910.7
            
            Placement
      Agency Agreement, effective August 4, 2009, between Helix Wind, Corp. and
      Dominick & Dominick LLC, incorporated by reference to Exhibit 10.4 to
      Helix Wind, Corp’s Current Report on Form 8-K filed on August 6,
      200910.8
            
            Letter
      of Intent, dated August 14, 2009, between Helix Wind, Corp., Abundant
      Renewable Energy, LLC and Renewable Energy Engineering, LLC, incorporated
      by reference to Exhibit 10.1 to Helix Wind, Corp’s Current Report on Form
      8-K filed on August 19, 200910.9
            
            Stock
      Purchase Agreement, dated September 2, 2009, by and among  Helix
      Wind, Corp.,Venco Power GmbH, Fiber-Tech Products GmbH, Weser
      Anlagentechik Beteiligungs GmbH and Clana Power Systems, Dr. Matthias
      Pfalz, Andreas Gorke and Reinhard Caliebe, incorporated by reference to
      Exhibit 10.1 to Helix Wind, Corp’s Current Report on Form 8-K filed on
      September 3, 200910.10
            
            Asset
      Purchase Agreement, dated September 9, 2009, among Helix Wind, Corp.,
      Helix Wind, Inc., Abundant Renewable Energy, LLC, Renewable Energy
      Engineering, LLC, Robert W. Preus and Helen M. Hull, incorporated by
      reference to Exhibit 10.1 to Helix Wind, Corp’s Current Report on Form 8-K
      filed on September 15, 200931.1*
            
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities
      Exchange Act of 1934.31.2*
            
            Certification
      of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities
      Exchange Act of 1934.32.1*
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted
      pursuant to § 906 of the Sarbanes-Oxley Act of 2002.32.2*
            
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted
      pursuant to § 906 of the Sarbanes-Oxley Act of
  2002.





* Filed
herewith




33








SIGNATURES





Pursuant
to the requirements 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.





HELIX
      WIND, CORP.By:
            /s/ 
      Kevin
      ClaudioKevin
      ClaudioChief
      Financial Officer(Principal
      Financial Officer)





Date:
November 19, 2009























34