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 March 31, 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)





CLEARVIEW
ACQUISITIONS, INC.


(Former
name or former address, 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 o No x




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 þ No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer £
            Accelerated
      filer £Non-accelerated
      filer £ (Do not
      check if a smaller reporting company)
            Smaller
      reporting company R





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





As of May
20, 2009 there were 37,382,906 shares of common stock outstanding.










HELIX
WIND, CORP.


Quarterly
Report on Form 10-Q for the period ended March 31, 2009





INDEX





PagePART
      I - FINANCIAL INFORMATIONItem
      1. Condensed Consolidated Financial Statements.Condensed
      Consolidated Balance Sheets
            3Condensed
      Consolidated Statements of Operations
            4Condensed
      Consolidated Statement of Shareholders’ Deficit
            5Condensed
      Consolidated Statements of Cash Flows
            6Notes
      to Condensed Consolidated Financial Statements
            7-25Item
      2.    Management’s Discussion and Analysis of Financial
      Condition and Results of Operations.
            26Item
      3.    Quantitative and Qualitative Disclosures About Market
      Risk.
            31Item
      4T.  Controls and Procedures.
            31PART
      II - OTHER INFORMATIONItem
      1.     Legal Proceedings.
            32Item
      1A.  Risk Factors.
            32Item
      2.     Unregistered Sales of Equity Securities and Use
      of Proceeds.
            37Item
      3.     Defaults Upon Senior
Securities.
            37Item
      4.     Submission of Matters to a Vote of Security
      Holders.
            38Item
      5.     Other Information.
            38Item
      6.     Exhibits.
            39




2


PART
I - FINANCIAL INFORMATION




HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


CONDENSED CONSOLIDATED BALANCE
SHEETS


Item 1. Financial
Statements





March
      31, 2009
                (Unaudited)
              
              
              December
      31,
                2008ASSETSCURRENT
      ASSETSCash
              
              $
              299,872
              
              
              $
              5,980Accounts
      Receivable
              
              
              36,007
              
              
              
              -Related
      party receivable
              
              
              3,356
              
              
              
              3,356Inventory
              
              
              319,927
              
              
              
              213,085Prepaid
      inventory
              
              
              -
              
              
              
              193,010Prepaid
      NRE tooling
              
              
              -
              
              
              
              21,734Prepaid
      expenses and other expenses
              
              
              55,982
              
              
              
              51,592715,144
              
              
              
              488,757EQUIPMENT ,
      net
              
              
              290,820
              
              
              
              187,517PATENTS
              
              
              18,928
              
              
              
              18,928Total
      assets
              
              $
              1,024,892
              
              
              $
              695,202LIABILITIES
      AND SHAREHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable
              
              $
              719,695
              
              
              $
              449,215Accrued
      compensation
              
              
              146,267
              
              
              
              149,094Accrued
      interest
              
              
              61,080
              
              
              
              142,844Other
      accrued liabilities
              
              
              10,335
              
              
              
              11,936Accrued
      taxes
              
              
              9,658
              
              
              
              10,156Deferred
      revenue
              
              
              250,097
              
              
              
              373,598Related
      party payable
              
              
              -
              
              
              
              22,433Short
      term debt
              
              
              212,365
              
              
              
              -Convertible
      notes payable to related party, net of discount
              
              
              3,234
              
              
              
              567,633Convertible
      notes payable, net of discount
              
              
              129,606
              
              
              
              1,504,180Derivative
      liability
              
              
              15,194,381
              
              
              
              -16,736,718
              
              
              
              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, 36,681,094 and
      20,546,083 issued and outstanding as of March 31, 2009 and December
      31, 2008, respectively (1)
              
              
              3,669
              
              
              
              2,055Additional
      paid in capital (1)
              
              
              9,335,202
              
              
              
              273,045Accumulated
      deficit
              
              
              (25,050,697
              )
              
              
              (2,810,987
              )Total
      shareholders’ deficit
              
              
              (15,711,826
              )
              
              
              (2,535,887
              )Total
      liabilities and shareholders’ deficit
              
              $
              1,024,892
              
              
              $
              695,202





(1) The
December 31, 2008 capital accounts of the Company have been retroactively
restated to reflect the equivalent number of common shares based on the exchange
ratio of the merger transaction. See Note 2.




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 EndedMarch
      31, 2009
            
            
            March 31, 2008REVENUES
            
            $
            401,377
            
            
            $
            1,500COST
      OF SALES
            
            
            314,369
            
            
            
            -GROSS
      MARGIN
            
            
            87,008
            
            
            
            1,500OPERATING
      COSTS AND EXPENSESResearch
      and development
            
            
            358,448
            
            
            
            59,031Selling,
      general and administrative
            
            
            9,656,155
            
            
            
            208,039LOSS
      FROM OPERATIONS
            
            
            (9,927,595)
            
            
            
            (265,570)OTHER
      EXPENSESInterest
      expense
            
            
            (12,312,115)
            
            
            
            (3,816)Total
      other expenses
            
            
            (12,312,115)
            
            
            
            (3,816)LOSS
      BEFORE PROVISION FOR INCOME TAXES
            
            $
            (22,239,710)
            
            
            $
            (269,386)PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            (22,239,710)
            
            
            $
            (269,386)NET
      LOSS PER SHARE - BASIC and DILUTED
            
            $
            (0.93)
            
            
            $
            (0.01)WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC and DILUTED
      (2)
            
            
            23,789,799
            
            
            
            20,546,083





(2) The
capital accounts of the Company have been retroactively restated to reflect the
equivalent number of common shares based on the exchange ratio of the merger
transaction in determining the basic and diluted weighted average shares. See
Note 2.





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)







Common Stock
                
                
                Additional
                  Paid-in
                
                
                Accumulated
                
                
                Total
                    Shareholders'Shares
                
                
                Par Value
                
                
                Capital
                
                
                Deficit
                
                
                DeficitBALANCE–December
      31, 2008 (1)
                
                
                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
                
                
                −
                
                
                
                −
                
                
                
                −
                
                
                
                (22,239,710)
                
                
                
                (22,239,710
                )BALANCE – March 31,
      2009
                
                
                36,681,094
                
                
                $
                3,669
                
                
                $
                9,335,202
                
                
                $
                (25,050,697)
                
                
                $
                (15,711,826
                )




(1) The
December 31, 2008 capital accounts of the Company have been retroactively
restated to reflect the equivalent number of common shares based on the exchange
ratio of the merger transaction. See Note 2.




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






5




HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)








Three Months EndedMarch
      31,
              2009
            
            
            March 31,
              2008OPERATING
      ACTIVITIESNet
      loss
            
            $
            (22,239,710
            )
            
            $
            (269,386
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            23,429
            
            
            
            120Amortization
      of debt discount
            
            
            132,837
            
            
            
            -Stock
      based compensation
            
            
            9,130,185
            
            
            
            -Change
      in fair value of derivative warrant liability
            
            
            1,282,760
            
            
            
            -Interest
      in connection with derivative liability
            
            
            10,611,785
            
            
            
            -Loss
      on debt extinguishment
            
            
            211,911
            
            
            
            -Changes
      in operating assets and liabilities:Accounts
      Receivable
            
            
            (36,007
            )
            
            
            -Inventory
            
            
            86,168
            
            
            
            -Prepaid
      NRE tooling
            
            
            21,734
            
            
            
            -Other
      current assets
            
            
            (4,390
            )
            
            
            5,100Accounts
      payable
            
            
            324,955
            
            
            
            (42,133
            )Accrued
      compensation
            
            
            (2,827
            )
            
            
            (65,333
            )Accrued
      interest
            
            
            66,458
            
            
            
            5,121Related
      party payable
            
            
            (22,433
            )
            
            
            8,517Deferred
      revenue
            
            
            (123,501
            )
            
            
            1,000Accrued
      taxes
            
            
            (498
            )
            
            
            -Accrued
      liabilities
            
            
            (2,461
            )
            
            
            (35,718
            )Net
      cash used in operating activities
            
            
            (539,605
            )
            
            
            (392,712
            )INVESTING
      ACTIVITIESPurchase
      of equipment
            
            
            (126,732
            )
            
            
            (2,870
            )Net
      cash used in investing activities
            
            
            (126,732
            )
            
            
            (2,870
            )FINANCING
      ACTIVITIESBank
      overdraft
            
            
            -
            
            
            
            9,934Cash
      received from reverse merger
            
            
            270,229
            
            
            
            -Proceeds
      from convertible notes payable
            
            
            665,000
            
            
            
            383,239Proceeds
      from notes payable to related party
            
            
            25,000
            
            
            
            -Net
      cash provided by financing activities
            
            
            960,229
            
            
            
            393,173Net
      increase (decrease) in cash
            
            
            293,892
            
            
            
            (2,409
            )Cash – beginning of
      period
            
            
            5,980
            
            
            
            2,409Cash – end of
      period
            
            $
            299,872
            
            
            $
            -SUPPLEMENTAL DISCLOSURE OF NON
      CASH INVESTING AND FINANCING ACTIVITIESConversion
      of convertible notes payable to non-convertible short term
      debt
            
            $
            187,365
            
            
            $
            -Exchange
      of convertible notes payable in lieu of related party
    payable
            
            $
            90,257
            
            
            $
            -Derivative
      liability on warrants issued with convertible notes
payable
            
            $
            3,299,836
            
            
            $
            -Conversion
      of accrued interest to convertible notes payable
            
            $
            148,223
            
            
            $
            -Common
      stock issued upon reverse merger
            
            $
            1,614
            
            
            $
            -Net
      liabilities assumed in reverse merger
            
            $
            66,414
            
            
            $
            -




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


March 31,
2009


(Unaudited)


1.ORGANIZATION





Helix
Wind, Corp. (“Helix Wind”) 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
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 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 Subsidiary and the promises to issue the same. In addition,
there were 11,000,000 shares of its common stock constructively issued under
Section 3a-10 of the Securities Act pursuant to the settlement of the disputed
described in the Company’s 8K 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.  At March 31, 2009, there were 36,681,094
shares of Helix Wind’s common stock issued and outstanding.  During
the first quarter of 2009, Helix Wind also granted 10,751,240 stock options, of
the 13,700,000 stock options available under the stock option plan.




7




HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)







2.BASIS OF PRESENTATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The
summary of significant accounting policies presented below is designed to assist
in understanding the Company’s condensed consolidated financial statements. Such
financial statements and accompanying notes are the representation of the
Company’s management, who is responsible for their integrity and
objectivity.
  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 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 three months ended March 31, 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 those 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.







8







HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)







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  Form 8K 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 liability.





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 a working capital
deficit of $827,193 excluding the derivative liability of $15,194,381, an
accumulated deficit of approximately $25,050,697 at March 31, 2009, recurring
losses from operations and negative cash flow from operating activities of
$539,605 for the three months ended March 31, 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 quarter 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 its majority-owned subsidiary. All intercompany transactions and balances
have been eliminated in consolidation.




9





HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)





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 do not require an allowance for doubtful accounts at March
31, 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. The Company did not expend any funds for the three months
ended March 31, 2009 for the purpose of developing patents. 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.









10







HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


March 31,
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 March 31, 2009 and December 31, 2008, inventory at various suppliers
or at the Company totaled $319,927 and $213,085, respectively. In addition, the
Company makes progress payments to East West for inventory being manufactured
but not completed consisting of prepaid inventory.  There was no
prepaid inventory at March 31, 2009 as all inventory had been paid for but the
Company had prepaid inventory of $193,010 at December 31, 2008.





Impairment
of Long-Lived Assets





SFAS No.
144, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of, addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS No. 144 requires that long-lived assets 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 at March 31, 2009 or
during 2008.





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 March 31, 2009 and December 31, 2008 is recognized as fixed assets
and being depreciated over 5 years. Tooling that has been partially paid for as
of March 31, 2009 and December 31, 2008 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.





11




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)


Advertising





The
Company expenses advertising costs as incurred. During the three months ended
March 31, 2009 and 2008, the Company incurred and expensed approximately
$288 and $10,223, respectively, in advertising expenses, which are included in
selling, general and administrative expenses in the accompanying condensed
consolidated statements of operations.





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 three months ended
March 31, 2009 and 2008, research and development costs incurred were $358,448
and $59,031, 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 85 wind turbines
as of March 31, 2009. The Company had deferred revenue of $250,097 and $373,598
as of March 31, 2009 and December 31, 2008, respectively.





Income
Taxes





In June
2006, the Financial Accounting Standards Board (“FASB”) issued FASB
Interpretation No. 48 Accounting for Uncertainty in Income
Taxes– an
interpretation of FASB Statement 109 (“FIN 48”). FIN 48 establishes a
single model to address accounting for uncertain tax positions. FIN 48 clarifies
the accounting for income taxes by prescribing a minimum recognition threshold a
tax position is required to meet before being recognized in the financial
statements. FIN 48 also provides guidance on derecognition, measurement,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. The
Company adopted the provisions of FIN 48. Upon adoption, the Company recognized
no adjustment in the amount of unrecognized tax benefits.






12


HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)
 Basic
and Diluted Loss per Share





In
accordance with SFAS No. 128, “Earnings 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 March 31, 2009 and 2008, all potentially
dilutive common stock equivalents amount to 20,252,794 and 0
respectively.





Revenue
Recognition





The
Company’s revenues are recorded in accordance with the SEC Staff Accounting
Bulletin No. 104, “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.





Significant
Recent Accounting Pronouncements





The
summary of significant accounting policies presented below is designed to assist
in understanding the Company’s condensed consolidated financial statements. Such
financial statements and accompanying notes are the representation of the
Company’s management, who is responsible for their integrity and
objectivity.





In May
2008, the FASB issued FASB Staff Position (“FSP”) No. APB 14-1 entitled Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement). This FSP amends the following pronouncements (among several
others) issued by the FASB’s Emerging Issues Task Force
(“EITF”):  Issue No. 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, and Issue No. 00-27 Application of Issue No. 98-5 to
Certain Convertible Instruments.





FSP APB
14-1 applies to convertible debt instruments that, by their stated terms, may be
settled in cash or other assets upon conversion (including partial cash
settlement), unless the embedded conversion option must be separately accounted
for as a derivative under SFAS No. 133. Convertible preferred shares that are
mandatorily redeemable financial instruments and classified as liabilities under
SFAS No. 150, Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity are within the scope of FSP APB 14-1; however, convertible
preferred stock reported as equity (or temporary equity) is not within the scope
of this pronouncement. In addition, FSP APB 14-1 does not apply to convertible
debt instruments that require or permit settlement in cash (or other assets)
upon conversion when the holders of the underlying stock would receive the same
form of consideration in exchange for their shares.





FSP APB
14-1 requires that both the equity component (the conversion feature) and
liability component of convertible debt within its scope be separately accounted
for at estimated fair value in order to reflect the entity’s nonconvertible
borrowing rate when interest cost is recognized in subsequent periods. The
excess of the principal amount of the liability component over its carrying
value must be amortized to interest cost using the interest method described in
APB Opinion No. 21 Interest on
Receivables and Payables. The equity component is not re-measured as long
as it continues to meet the conditions for equity classification in EITF Issue
No. 00-19 Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company’s Own Stock. FSP APB 14-1 also provides guidance on
de-recognition as it relates to modifications, exchanges and induced conversions
of debt instruments within its scope. This FSP is effective for financial
instruments issued during fiscal years beginning after December 15, 2008,
and interim periods within those years; early adoption is not permitted.
However, FSP APB 14-1 must be applied retrospectively to all periods presented,
and thus may impact instruments within its scope that were outstanding at any
time during such prior periods. Adoption of the FSP APB 14-1 did not have a
material effect on the Company’s interim financial statements for the quarter
ended March 31, 2009.





13
 
  HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)


In June
2008, the FASB ratified EITF Issue No. 07-5 entitled Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock. This
pronouncement applies to any freestanding financial instrument or embedded
feature that has all the characteristics of a derivative set forth in paragraphs
6-9 of SFAS No. 133 for purposes of determining whether such instrument or
embedded feature qualifies for the first part of the scope exception set forth
in paragraph 11(a) of SFAS No. 133. EITF Issue No. 07-5 also applies to any
freestanding financial instrument that is potentially settled in an entity’s own
stock, regardless of whether the instrument has all the characteristics of a
derivative set forth in SFAS No. 133, for purposes of determining whether the
instrument is within the scope of EITF Issue No. 00-19. EITF Issue No. 07-5 does
not apply to share-based payment awards within the scope of SFAS No. 123(R) for
purposes of determining whether such instruments are classified as liability or
equity. EITF Issue No. 01-6 (“The Meaning of ‘Indexed to a Company’s Own
Stock’”) has been superseded.





As more
fully explained below, the objective of EITF Issue No. 07-5 is to determine
whether a financial instrument or an embedded feature qualifies for the first
part of the scope exception (“indexed to its own stock”) described in paragraph
11(a) of SFAS No. 133. If so, and if the financial instrument or embedded
feature has all the characteristics described in paragraphs 6-9 of SFAS No. 133,
it must be analyzed under other GAAP [including EITF Issue No. 05-2 The Meaning of ‘Conventional
Convertible Debt Instrument’ in Issue No. 00-19 to determine whether it
is classified in stockholders’ equity - or would be if it were a freestanding
instrument. If a financial instrument is otherwise a derivative as defined by
SFAS No. 133 and does not qualify under the exception described above, it must
be reported as a derivative and accounted for at estimated fair value; whether
such an embedded feature must be separated from the host contract (and accounted
for as a derivative) is based on other criteria described in SFAS No. 133. If
the conversion feature embedded in a convertible debt instrument meets both
elements of the scope exception in paragraph 11(a) of SFAS No. 133, it would not
be separated from the host contract or accounted for as a derivative by the
issuer.





Under
EITF Issue No. 07-5, an entity must determine whether an equity-linked financial
instrument or embedded feature is indexed to its own stock by using the
following two-step approach: (1) evaluate the instrument’s contingent exercise
provisions (if any), and (2) evaluate its settlement provisions. An exercise
contingency (as defined) will not preclude an instrument or an embedded feature
from being considered indexed to an entity’s own stock provided that it is based
on either (a) an observable market other than the market for the issuer’s
capital stock or (b) an observable index other than one calculated or measured
solely by reference to the issuer’s own operations (for example, revenues or
EBITDA). If the instrument qualifies under Step 1, it is then analyzed under
Step 2. An instrument (or embedded feature) is considered indexed to an entity’s
own stock if its settlement amount will equal the difference between the
estimated fair value of a fixed number of the entity’s equity shares and either
a fixed monetary amount or a fixed amount of a debt instrument issued by the
entity. With very few exceptions - unless the only variables that could affect
the settlement amount would be inputs to the estimated fair value of a
“fixed-for-fixed” forward or option on equity shares, an instrument’s strike
price or the number of shares used to calculate the settlement are not
considered fixed if its terms provide for any potential adjustment, regardless
of the probability of the adjustment or whether any such adjustments are within
the entity’s control. As a result, standard anti-dilution clauses will
apparently preclude an instrument from being considered “indexed to its own
stock.”





EITF
Issue No. 07-5 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those years. The
guidance in such pronouncement must be applied to outstanding instruments as of
the beginning of the fiscal year in which it is adopted, with a
cumulative-effect adjustment of opening retained earnings (or other appropriate
components of equity or net assets). The Company adopted the provision of EITF
No. 07-5 effective the first quarter of 2009..





In
February 2008, the FASB issued FASB Staff Position No. FAS 157-2
(FSP 157-2), Effective
Date of FASB Statement No. 157. FSP 157-2 deferred the
effective date of SFAS 157, Fair Value Measurements, for
nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis, until fiscal years beginning after November 15, 2008. As a result of
FSP 157-2, we adopted SFAS 157 for our nonfinancial assets and
nonfinancial liabilities as of the beginning of the year ending December 31,
2009. The adoption of SFAS 157 for these assets and liabilities did not have a
material impact on our consolidated financial position, consolidated results of
operations or consolidated cash flows.





In March
2008, the FASB issued SFAS 161, Disclosures About Derivative
Instruments and
Hedging Activities — an amendment of FASB Statement No. 133.
SFAS 161 expands quarterly disclosure requirements in SFAS 133 about
an entity’s derivative instruments and hedging activities. SFAS 161 became
effective for us as of the beginning of the year ending December 31, 2009. The
Company adopted SFAS 161 in the first quarter of 2009 and has made the
appropriate disclosure requirements.




14




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)




In
February 2009, the FASB issued FSP FAS 141R-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies.FSP FAS 141R-1 amends the guidance in SFAS 141R about the accounting for
assets acquired and liabilities assumed in a business combination that arise
from contingencies that would be within the scope of SFAS 5 if not acquired or
assumed in a business combination. FSP FAS 141R-1 is effective for us at the
beginning of our year ending December 31, 2009 and therefore will apply to any
business combination that we might enter into after December 31, 2008. The
Company adopted the provision of FSP FAS 141R-1 which did not have a material
impact on our financial position, results of operations and cash
flows.




In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments.FSP FAS 107-1 and APB 28-1 amend SFAS 107,
Disclosures about Fair Value
of Financial Instruments to require disclosures about fair value of
financial instruments for interim reporting periods as well as in annual
financial statements. This FSP also amends ABP 28 to require those disclosures
in summarized financial information at interim reporting periods. We will adopt
FSP FAS 107-1 and APB 28-1 in our second fiscal quarter ending on June 30, 2009.
We do not expect that the adoption of FSP FAS 107-1 and APB 28-1 will have a
material impact on our consolidated financial position, consolidated results of
operations or consolidated cash flows.





In April
2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are not Orderly. FSP FAS
157-4 provides additional guidance for estimating fair value in accordance with
SFAS 157, Fair Value
Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. We are
required to adopt FSP FAS 157-4 in our second fiscal quarter ending on June 30,
2009. We have not yet evaluated the impact, if any, the adoption of this
Statement will have on our consolidated financial position, consolidated results
of operations or consolidated cash flows.





3.RELATED PARTY
TRANSACTIONS





As of
March 31, 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 March
31, 2009 and December 31, 2008, the Company had a related party payable to
Lab4Less, LLC, uncollateralized, bearing no interest, payable on demand in the
amount of $0 and $22,433.  The CEO and director of the Company was
also a 50% owner of Lab4Less, LLC at the time the transaction was entered
into.




15




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)




4.EQUIPMENT





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





2009
            
            
            2008Equipment
            
            $
            33,063
            
            
            $
            27,409NRE
      tooling
            
            
            235,267
            
            
            
            124,287Test
      facility
            
            
            63,181
            
            
            
            56,856Leasehold
      improvements
            
            
            6,524
            
            
            
            2,752Web
      site development costs
            
            
            13,566
            
            
            
            13,566351,601
            
            
            
            224,870Accumulated
      depreciation
            
            
            (60,782
            )
            
            
            (37,353
            )$
            290,819
            
            
            $
            187,517





5.DEBT





Short
Term Debt





Short
term debt was $212,365 as of March 31, 2009.  This 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 $25,000 received from a related party in first quarter of
2009.





Convertible
Notes Payable and Convertible Notes Payable Related Party





Convertible
notes payable totaled $3,432,676 and $2,071,813, as of March 31, 2009 and
December 31, 2008, respectively, as described below.  In
connection with the convertible notes payable issued during the quarter ended
March 31, 2009, the Company issued 7,599,672 warrants.




Amount
                  
                  
                  Discount
                  
                  
                  Convertible
      Notes Payable,
                    net
      of discount
                  
                  
                  Convertible
      Notes Payable Related
                    Party,
      net of
                    discountExchange
      Notes
                  
                  
                  2,234,579
                  
                  
                  
                  (2,135,264
                  )
                  
                  
                  96,081
                  
                  
                  
                  3,234Reverse
      Merger Notes
                  
                  
                  650,000
                  
                  
                  
                  (621,111
                  )
                  
                  
                  28,889
                  
                  
                  
                  -New
      Convertible Notes
                  
                  
                  340,257
                  
                  
                  
                  (338,957
                  )
                  
                  
                  1,300
                  
                  
                  
                  -Other
      Convertible Notes
                  
                  
                  75,000
                  
                  
                  
                  (71,664
                  )
                  
                  
                  3,336
                  
                  
                  
                  -3,299,836
                  
                  
                  
                  (3,166,996
                  )
                  
                  
                  129,606
                  
                  
                  
                  3,234





Exchange
Notes – Convertible Notes Payable 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” with a three year term. 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 of $1,874,448 plus accrued
interest charges of $146,866 and other premiums of
$213,265.   The Company amortized $99,315 included in other
expenses as interest expense in the accompanying condensed consolidated
statements of operations.




16




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)


At
December 31, 2008, convertible notes, bearing annual interest at 12% were
convertible into Subsidiary common stock at the price established in the Series
A financing.  The convertible notes eligible for conversion into the
Subsidiary’s common stock includedboth
principle and interest due thereunder at the time of closing of the Company’s
pending Series A financing.. These notes were collateralized by substantially
all assets of the Company.  The 12% Subsidiary convertible notes had
varying maturity dates through January 2010.




The
Company analyzed the conversion of the exchange notes – convertible notes
payable related party under the following guidance: EITF 96-19 “Debtor's Accounting for a
Modification or Exchange of Debt Instruments”, EITF 05-7 “Accounting for Modifications to
Conversion Options Embedded in Debt Instruments and Related Issues”, EITF
06-6 “Debtor's Accounting for
a Modification (or Exchange) of Convertible Debt
Instruments”.  Based on the guidance referred to above, the
Company has concluded 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 $213,000
which is recorded in other expenses as interest expense in the accompanying
condensed consolidated statements of operations, during the three months ended
March 31, 2009.




The new
convertible 9% notes have a principal amount of $2,234,579 and are convertible
into the Company’s common stock at a rate of $0.50 per share.  The 9%
notes matures three years from the date of issuance, or at the noteholders
election to convert their notes prior to maturity. The Company recorded a
discount to the new convertible notes of $2,234,579.  The discount is
based on the fair value allocation of the 5,753,918 warrants as well as the fair
value of the embedded conversion feature.  The fair value of the
warrants were calculated using the Black Scholes Option Pricing Model then
applied to the discount of the convertible notes based on its fair value
allocation between the warrants and the convertible notes.  The fair
value of the embedded conversion feature was calculated using the effective
conversion price, but limited to its fair value allocation.




In
addition, each noteholder received a warrant to purchase one share of the
Company’s common stock at an exercise price of $0.75 per share for each share of
the Company’s common stock issuable upon conversion of the note.  The
warrants expire 5 years from issuance. The warrants contain cashless exercise
provisions which are settled in shares.   The warrants were also
issued in connection with a registration rights agreement.





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 – the “Reverse Merger
Notes”.  The notes have an interest rate of 9% and are convertible
into the Company’s common stock at a rate of $0.50 per
share.  The Company also issued 1,300,000 warrants to the various note
holders.




Pursuant
to EITF Topic D-60, EITF 98-5 and EITF 00-27, the Company has recorded a debt
discount in the amount of $650,000 based on the fair value allocation of the
embedded conversion feature and the fair value allocation of the
warrants.  The Company amortized $28,889 included in other expenses as
interest expense in the accompanying condensed consolidated statements of
operations.





In
connection with the closing of the Merger on February 11, 2009 (see Note 1), the
holders of the Subsidiary notes exchanged most of the outstanding Subsidiary
notes for Helix Wind notes and entered into a Registration Rights Agreement
granting them the right to register the underlying shares of Helix Wind common
stock issuable upon conversion of the Helix Wind notes. Upon the consummation of
the exchange of notes, the exchanged Subsidiary notes had  no further
force or effect and became null and void.





New
Convertible Notes-Convertible Notes Payable, net of discount




The
Company also issued additional convertible notes payable in the amount of
$340,257 on February 15, 2009, February 28, 2009 and March 31, 2009 for $12,032,
$28,225 and $300,000, respectively – the “New Convertible
Notes”.  These notes bear interest at 9% and are convertible into
the Company’s common stock at a rate of $0.50 per share.  In addition,
the Company issued 680,514 warrants.




Pursuant
to EITF Topic D-60, EITF 98-5 and EITF 00-27, the Company has recorded a debt
discount in the amount of $340,257 based on the fair value allocation of the
embedded conversion feature and the fair value allocation of the
warrants.  The Company amortized $1,300 included in other expenses as
interest expense in the accompanying condensed consolidated statements of
operations.




17




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)




Other
Convertible Notes-Convertible Notes Payable, net of discount




Also, on
February 11, 2009, the Company also issued $25,000 of related party convertible
notes and $50,000 of non-related party convertible notes in exchange for related
party notes in exchange for equipment and inventory.  These notes bear
interest at 9% and are convertible into the Company’s common stock at a rate of
$0.50 per share.  In addition, the Company issued 150,000 warrants in
connection with the issuance of these convertible notes.




Pursuant
to EITF Topic D-60, EITF 98-5 and EITF 00-27, the Company has recorded a debt
discount in the amount of $75,000 based on the fair value allocation of the
embedded conversion feature and the fair value allocation of the
warrants.  The Company amortized $3,336 included in other expenses as
interest expense in the accompanying condensed consolidated statements of
operations.





At March
31, 2009, the fair value of the warrants is estimated to be
$11,894,545.  Management estimated the fair value of the warrants
based upon the application of the Black-Scholes option-pricing model using the
following assumptions: expected life of five years; risk free interest rate
of 1.76%; volatility of 25% 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 during
the first quarter of 2009.  These instruments qualify as derivative
liabilities under EITF 00-19  “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled In, A Company’s Own
Stock.,” as these instruments have common stock conversion reset
features.  The initial value of the derivative liability for the
embedded conversion feature was $3,299,836 and the derivative liability for the
warrants was $10,611,785.




During
the three months ended March 31, 2009, we recognized a charge to interest
expense of $1,282,760 based on the change in fair value of the warrant
derivative liability in the accompanying statement of operations.  The
value of the warrant derivative liability was $15,194,381 at March 31,
2009.




These
derivative liabilities have been measured in accordance with SFAS 157, “Fair
Value Measurements”.  The valuation assumptions are classified within
Level 1 inputs.  The following table represents the Company’s
derivative liability activity:




December
      31, 2008
            
            $
            ---Issuance
      of derivative financial instruments
            
            
            13,911,621Mark-to-market
      adjustment to fair value at March 31, 2009
            
            
            1,282,760March
      31, 2009
            
            $
            15,194,381




18




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)




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 March 31, 2009:




March
      31,
              2009Weighted-
      average volatility
            
            
            59%Expected
      dividends
            
            
            0.0%Expected
      term
            
            3
      to 5 yearsRisk-free
      rate
            
            1.76%
      to 1.67%





7.INCOME TAXES





The
Company’s method of accounting for income taxes is the asset and liability
approach required by SFAS 109, Accounting for Income Taxes.
There was no income tax expense recorded for the three months ended March 31,
2009 or year ended December 31, 2008, due to the Company’s net losses and a 100%
valuation allowance on deferred tax assets.





We made
no provision for income taxes for the three months ended March 31, 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. As of March 31, 2009, our deferred tax assets
continued to be fully reserved. We will continue to evaluate, on a quarterly
basis, the positive and negative evidence affecting the realization of our
deferred tax assets.





19


HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)




8.STOCK BASED
COMPENSATION




The
Company accounts for stock-based compensation in accordance with the provisions
set forth in SFAS No. 123(R), Share-Based Payment (SFAS
No. 123(R)). Under the provisions of SFAS No. 123(R), 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.
Currently there were 10,751,240 options granted during the three-month period
ended March 31, 2009, each at an exercise price of $0.50 per
share.  In order for the 2009 Equity Incentive Plan and the stock
options granted thereunder to become effective, the 2009 Equity Incentive Plan
still must be approved by the shareholders of the Company. The Company has
granted and issued the stock options in the financial statements as shareholder
approval is nothing more than an administrative matter, consistent with SFAS
123(R), “Share Based Payments.”




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 ($1.90 on February 11, 2009),
the expected option term (5 years), the risk free interest rate at the date of
grant (1.76% on February 11, 2009), the expected volatility (59%) and the
expected annual dividend yield (0%) on the Company’s common stock.




Because
the Company completed it’s reverse merger transaction on February 11, 2009, the
volatility was calculated using the fair value of the stock at the reverse
merger date through March 31, 2009.  We believe this to be the best
indicator of the stock’s volatility of Helix Wind as a public
company.




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 Staff Accounting Bulletin (SAB)
110.




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 allowed under SFAS No. 123(R).




SFAS
No. 123(R) requires entities to estimate the number of forfeitures expected
to occur and record expense based upon the number of awards expected to vest. At
March 31, 2009, the Company expects all awards issued will be fully vested over
the expected life of the awards.






20




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)


Stock
Option Activity




A summary
of stock option activity for the three months ended March 31, 2009 is as
follows:




WeightedAverageNumber
            
            
            ExerciseShares
            
            
            PriceOptions
      outstanding at December 31, 2008
            
            
            -
            
            
            $
            -Granted
            
            
            10,751,240
            
            
            
            0.52Exercised
            
            
            -
            
            
            
            -Forfeited
            
            
            -
            
            
            
            -Options
      outstanding at March 31, 2009
            
            
            10,751,240
            
            
            $
            0.52




The
following table summarizes information about stock options outstanding and
exercisable as of March 31, 2009:




Outstanding
              
              
              ExercisableNumber
      of shares
              
              
              10,751,240
              
              
              
              6,053,485Weighted
      average remaining contractual life
              
              
              4.87
              
              
              
              4.87Weighted
      average exercise price per share
              
              $
              0.52
              
              
              $
              0.52Aggregate
      intrinsic value (March 31, 2009 closing price of $2.10)
              
              $
              16,986,959
              
              
              $
              9,564,506




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
March 31, 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 March 31, 2009. This intrinsic value will
vary as the Company’s stock price fluctuates.




Compensation
expense arising from stock option grants was $9,130,185 for the three months
ended March 31, 2009, of which $8,969,919 was included in selling, general and
administrative expenses and $160,266 was included in research and development
expense.




21







HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


March 31,
2009


(Unaudited)







Stock
options outstanding and exercisable at March 31, 2009, and the related exercise
price and remaining contractual life are as follows:




Options
      Outstanding
            
            Options
      ExercisableWeightedAverageWeighted
            
            Remaining
            
            
            
            
            WeightedNumber
      of
            
            
            Average
            
            Contractual
            
            Number
      of
            
            
            AverageExercise
            
            
            Options
            
            
            Exercise
            
            Life
      of Options
            
            Options
            
            
            ExercisePrice
            
            
            Outstanding
            
            
            Price
            
            Outstanding
            
            Exercisable
            
            
            Price$
            0.50-$0.55
            
            
            
            10,751,240
            
            
            $
            0.52
            
            4.87
      yrs
            
            
            6,053,485
            
            
            $
            0.5210,751,240
            
            
            $
            0.52
            
            
            
            
            6,053,485
            
            
            $
            0.52




The total
intrinsic value of stock options exercised during the three months ended March
31, 2009 was $0 as no stock options were exercised.





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.  As a result of the Merger on February 11, 2009, the
Company had 25,681,094 shares of its common stock outstanding. Clearview
Acquisition, Inc. agreed pursuant to settlement of a lawsuit
originating during the year ended December 31, 2008, with Bluewater Partners as
part of the Merger on February 11, 2009, to issue 11,000,000 shares of its
common stock under Section 3a-10 of the Securities Act, which was an exchange of
11,000,000 free trading shares for debt and accrued interest for approximately
$105,000.  The Company’s common stock outstanding at March 31, 2009
was 36,681,094. 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.






22




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
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, specifies monthly base rent of $7,125. 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 which calls for no
increase in rent during the renewal periods.





At March
31, 2009, future minimum lease payments under noncancelable operating leases
approximate $53,025 for the seven months ending October 31, 2009, expiration of
the lease.





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 $48,810 which included past due payables and $0 in management fees
to East West during the three months ended March 31, 2009 and March 31, 2008,
respectively. In addition to the $24,405 included in accounts payable at March
31, 2009, the Company also has a commitment to pay East West $403,071 for cost
related to the prospective manufacturing of inventory and tooling. The Company
will record the $403,071 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.




23


HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
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 the 15th
Judicial Circuit in and for Palm Beach County, Florida on February 20,
2009.  In this lawsuit, Bluewater alleged that the Company failed to
pay approximately $105,000 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 15th Judicial Circuit
in and for 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.





The
Company is not presently a party to any pending or threatened legal
proceedings.





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 current private offering.





24




HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)




11.SUBSEQUENT
EVENTS





Subsequent
to March 31, 2009, the Company received purchase orders from various domestic
and international customers, to purchase approximately 22 wind
turbines.  The Company anticipates shipping a majority of these wind
turbines in the 2nd half
of 2009.





On April
27, 2009, the Company received $70,000 from BlueWater Partners,
S.A.  In addition, BlueWater paid certain Company liabilities totaling
$25,717 in April 2009. As a result, the Company has issued two promissory notes
that accrue interest at a rate of prime plus 1%.  One promissory note
was issued for $45,717 and the other for $50,000.





Helix
Wind filed an Amendment to its Articles of Incorporation on April 16, 2009 with
the Nevada Secretary of State in order to change its name to Helix Wind, CORP
(formerly Clearview Acquisitions, Inc.). The change became effective upon
filing.   Helix Wind began trading under a new ticker symbol,
HLXW (formerly CVAC) effective April 24th 2009, and has also received a
new CUSIP number 42331P 106.





From time
to time, the Company engages in discussions with other companies in the
renewable energy solutions segment about strategic alliances, technology
acquisition or licensing, or collaborative activities.  These
relationships could potentially increase the Company’s range of product
offerings in the future.





On April
20, 2009, Balfour Management Group was issued 701,802 restricted shares of the
Company’s common stock for conversion of its 9% convertible note plus accrued
interest.







25


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:





•
            The
      factors described in Item 1A-Risk Factors in this Quarterly Report on Form
      10-Q;





•
            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;





•
            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, revenue and oil and gas production. 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. See the section
entitled “Risk Factors” for a more detailed discussion of uncertainties and
risks that may have an impact on future results.




26




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 three month period ended March 31, 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. For a discussion of some of the factors that
might cause such a difference, see the Forward-Looking Statements section above
or Item 1A – Risk Factors in this Quarterly Report on Form 10-Q.





Overview




Helix
Wind is a small wind solutions company focused on the renewable alternative
energy market.  Helix Wind’s headquarters are located in San Diego,
CA




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.




Results
of Operations – For the three months ended March 31, 2009 compared to the three
months ended March 31, 2008




Revenues




The
Company generated approximately $401,000 of revenue for the three months ended
March 31, 2009 from 37 units that customers had received during the first
quarter 2009. The units received by customers were comprised of 12 S-322
(residential) units and 25 S-594 (commercial) units. The Company was in its
development stage and did not generate any revenues from product sales for the
three months ended March 31, 2008 but did record $1,500 from a feasibility study
for the first quarter 2008.




Cost
of Revenues




The cost
of revenues of approximately $314,000 for the three months ended March 31, 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
first quarter.  There was no revenue and therefore, not cost of
revenues for the three months ended March 31, 2008.




27


Research
and development




Cost
incurred for research and development are expensed as
incurred.  During the three months ended March 31, 2009 and 2008,
research and development costs incurred were $358,448 and $59,031,
respectively.  The increase was primarily related to the engineering
and development cost incurred for product development that continued to ramp up
during the current period as well as $160,266 recorded for share based payments
related to stock options.




Total
operating expenses




During
the three months ended March 31, 2009 and 2008, total operating expenses were
$10,014,603 and $267,070, respectively.  In addition to the research
and development costs described above, the increase related to the selling,
general and administrative expenses was approximately $9,448,116.  The
increase in selling, general and administrative expenses resulted primarily from
compensation to management and employees increasing by $240,000, outside
services increasing by approximately $24,000 and professional fees increasing by
approximately $134,000.  In addition, the increase included $9,130,185
recorded for share based payments related to stock options.




Other
income and expense




The
Company had other expenses for the three months ended March 31, 2009 and 2008 of
$12,312,115 and $3,816 respectively.  The increase primarily resulted
from interest expense recorded for the convertible and
non-convertible notes of approximately $11,894,545, loss from debt
extinguishment of approximately $213,000 and amortization of the convertible
notes in accordance with EITF 96-19 of approximately $133,000.




Net
loss




During
the three months ended March 31, 2009 and 2008, the net loss was $22,239,710 and
$269,386, respectively as a result of the variance described above.




Going
Concern




There is
substantial doubt about our ability to continue as a “going concern” because the
Company has incurred continuing losses for operations, has negative working
capital of approximately $827,193 excluding the derivative liability of
$15,194,381 and accumulated deficit of approximately $25,050,000 at March 31,
2009.




28




Liquidity and Capital
Resources




As
of  March 31, 2009 and December 31, 2008, Helix Wind had a working
capital deficit of approximately $827,193 excluding the derivative liability of
$15,194,381 and $2,742,000 respectively.  The negative working
capital  in 2009 results primarily from notes payable net of
discount of approximately $132,000 and accounts payable of approximately
$719,000 and the negative balance in 2008 results primarily from notes payable
of $2,072,000 and accounts payable of $449,215.   The deficit of
approximately $25,050,000 for the three months ended March 31, 2009 was
comprised of approximately $198,000 for research and development, $50,000 for
sales and marketing, $9,130,185 for share based payments for stock options,
$11,894,545 of interest for the derivative liability for warrants, and the
balance for working capital relating to general and administrative
expenses.  The deficit of approximately $2,810,987 for the three
months ended March 31, 2008 was comprised of approximately $59,000 for research
and development and the balance for working capital relating to general and
administrative expenses.  Cash provided by financing activities for
the three months ended March 31, 2009 totaled $960,229 resulting from funding
from the issuance of convertible notes payable and cash provided from financing
activities at March 31, 2008 totaled $383,239 resulting from the
funding  from the issuance of convertible notes payable.




Helix
Wind expects significant capital expenditures during the next 12 months,
contingent upon raising capital.  We anticipate that we will need
$3,000,000 for operations for the next 12 months. These anticipated expenditures
are for manufacturing of systems, infrastructure, overhead 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 $1,065,257.




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.




29


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 and those associated with
the realization of long-lived assets.





Fair
Value of Financial Instruments





Statement
of Financial Accounting Standards (“SFAS”) No. 107, Disclosures about Fair Value of
Financial Instruments, requires disclosure of fair value information
about financial instruments when it is practicable to estimate that value.
Management believes that the carrying amounts of the Company’s financial
instruments, consisting primarily of cash, accounts payable, accrued
compensation, accrued other liabilities, related party payable and convertible
notes payable approximated their fair values as of March 31, 2009 and December
31, 2008, due to their short-term nature.





Long-lived
Assets




In
accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of 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 March 31, 2009, there have been no
such losses.





Recent Accounting
Pronouncements





In
February 2009, the Financial Accounting Standards Board
(“FASB”)  issued FASB Staff Position (“FSP”) FAS 141R-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies.FSP FAS 141R-1 amends the guidance in SFAS 141R about the accounting for
assets acquired and liabilities assumed in a business combination that arise
from contingencies that would be within the scope of SFAS 5 if not acquired or
assumed in a business combination. FSP FAS 141R-1 is effective for us at the
beginning of our year ending December 31, 2009 and therefore will apply to any
business combination that we might enter into after December 27, 2008. We do not
expect that the adoption of FSP FAS 141R-1 will have a material impact on our
financial position, results of operations or cash flows.




In April
2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instruments.FSP FAS 107-1 and APB 28-1 amend SFAS 107,
Disclosures about Fair Value
of Financial Instruments to require disclosures about fair value of
financial instruments for interim reporting periods as well as in annual
financial statements. This FSP also amends ABP 28 to require those disclosures
in summarized financial information at interim reporting periods. We will adopt
FSP FAS 107-1 and APB 28-1 in our second fiscal quarter ending on June 30, 2009.
We do not expect that the adoption of FSP FAS 107-1 and APB 28-1 will have a
material impact on our financial position, results of operations or cash
flows.





In April
2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are not Orderly. FSP FAS
157-4 provides additional guidance for estimating fair value in accordance with
SFAS 157, Fair Value
Measurements, when the volume and level of activity for the asset or
liability have significantly decreased. This FSP also includes guidance on
identifying circumstances that indicate a transaction is not orderly. We are
required to adopt FSP FAS 157-4 in our second fiscal quarter ending on June 30,
2009. We have not yet evaluated the impact, if any, the adoption of this
Statement will have on our financial position, results of operations or cash
flows.





30


Item
3. Quantitative and Qualitative Disclosures About Market Risk.





As a
“smaller reporting company” as defined by Rule 229.10(f)(1), we are not required
to provide the information required by this Item 3.





Item
4T. Controls and Procedures





Disclosure Controls and
Procedures





Under the
supervision and with the participation of management, including the Company’s
principal executive officer and principal financial officer, the Company has
evaluated the effectiveness of its disclosure controls and procedures as defined
in Rule 13a-15(e) and 15d-15(e) under Securities Exchange Act of 1934, as
amended (the “Exchange Act”), for the end of the period covered by this
Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s principal
executive officer and principal financial officer have concluded that these
controls and procedures are effective in all material respects, including those
to ensure that information required to be disclosed in reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the rules and forms of the
Securities and Exchange Commission, and is accumulated and communicated to
management, including the principal executive officer and the principal
financial officer, as appropriate, to allow for timely decisions regarding
required disclosure.




A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. Because
of the inherent limitations in a cost-effective control system, misstatements
due to error or fraud may occur and not be detected.




In the
first fiscal quarter ended March 31, 2009, there had been no change in the
Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.








31




PART
II - OTHER INFORMATION





Item
1. Legal Proceedings.





We are
not currently a party to any material, pending legal proceedings, other than
ordinary, routine litigation incidental to our business.





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 the 15th
Judicial Circuit in and for 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 15th Judicial Circuit in and for
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.





Item 1a. Risk
Factors.





Risks Related to the
Business and Financial Condition





Our
auditors have expressed substantial doubt about our ability to continue as a
“going concern.”  Accordingly, there is significant doubt about our
ability to continue as a going concern.





Our
business began recording revenues in first quarter 2009 and we may never become
profitable. As of March 31, 2009, we had an accumulated deficit of approximately
$25,050,000 and a negative working capital of $827,193 excluding the derivative
liability of $15,194,381. A significant amount of capital will be necessary to
advance the development of our products to the point at which they will become
commercially viable and these conditions raise substantial doubt about our
ability to continue as a going concern.





If we
continue incurring losses and fail to achieve profitability, we may have to
cease our operations. Our financial condition raises substantial doubt that we
will be able to operate as a “going concern”, and our independent auditors
included an explanatory paragraph regarding this uncertainty in their report on
our financial statements as of December 31, 2008.  These financial
statements do not include any adjustments that might result from the uncertainty
as to whether we will achieve status as a “going concern”. Our ability to
achieve status as a “going concern” is dependent upon our generating cash flow
sufficient to fund operations.  Our business plans may not be
successful in addressing these issues.  If we cannot achieve status as
a “going concern”, you may lose your entire investment in us.





We
do not have sufficient cash on hand. If we do not generate sufficient revenues
from sales among other factors, we will be unable to continue our
operations.





We
estimate that within the next 12 months we will need $3,000,000 for operations,
and we do not have sufficient cash on hand to meet this requirement. We
recognize that if we are unable to generate sufficient revenues or obtain debt
or equity financing, we will not be able to earn profits and may not be able to
continue operations.





There is
limited history upon which to base any assumption as to the likelihood that we
will prove successful, and we may not be able to continue to generate enough
operating revenues or ever achieve profitable operations. If we are unsuccessful
in addressing these risks, our business will most likely fail.




32


We
have a limited operating history and if we are not successful in continuing to
grow the business, then we may have to scale back or even cease ongoing business
operations.




We have
no history of revenues from operations. We have yet to generate positive
earnings and there can be no assurance that we will ever operate
profitably.  Operations will be subject to all the risks inherent in
the establishment of a developing enterprise and the uncertainties arising from
the absence of a significant operating history. We may be unable to sign
customer contracts or operate on a profitable basis. As we are in the
development stage, potential investors should be aware of the difficulties
normally encountered in commercializing the product. If the business plan is not
successful, and we are not able to operate profitably, investors may lose some
or all of their investment in us.




If
we are unable to obtain additional funding, business operations will be harmed
and if we do obtain additional financing then existing shareholders may suffer
substantial dilution.




We
anticipate that we will require up to approximately $3,000,000 to fund continued
operations for the next twelve months, depending on revenue, if any, from
operations.  Additional capital will be required to effectively
support the operations and to otherwise implement overall business
strategy.  We currently do not have any contracts or commitments for
additional financing.  There can be no assurance that financing will
be available in amounts or on terms acceptable to us, if at all. The inability
to obtain additional capital will restrict our ability to grow and may reduce
our ability to continue to conduct business operations. If we are unable to
obtain additional financing, we will likely be required to curtail and possibly
cease operations. Any additional equity financing may involve substantial
dilution to then existing shareholders.




Because
we are small and do not have much capital, we may have to limit business
activity which may result in a loss of your investment.




Because
we are small and do not have much capital, we must limit our business activity.
As such we may not be able to complete the sales and marketing efforts required
to drive our sales. In that event, if we cannot generate revenues, you will lose
your investment.




If
we are unable to continue to retain the services of Messrs. Ian Gardner, or
Scott Weinbrandt, or if we are unable to successfully recruit qualified
managerial and company personnel having experience in the small wind turbine
industry, we may not be able to continue operations.




Our
success depends to a significant extent upon the continued services of Mr. Ian
Gardner, CEO, and Mr. Scott Weinbrandt, Chairman and President. The loss of the
services of Messrs. Gardner or Weinbrandt could have a material adverse effect
on our growth, revenues, and prospective business. Both of these individuals are
committed to devoting substantially all of their time and energy to us through
their respective employment agreements. Any of these employees could leave us
with little or no prior notice. We do not have “key person” life insurance
policies covering any of our employees. Additionally, there are a limited number
of qualified technical personnel with significant experience in the design,
development, manufacture, and sale of our wind turbines, and we may face
challenges hiring and retaining these types of employees.




In order
to successfully implement and manage our business plan, we will be dependent
upon, among other things, successfully recruiting qualified managerial and
company personnel having experience in the small wind turbine business.
Competition for qualified individuals is intense. There can be no assurance that
we will be able to find, attract and retain existing employees or that we will
be able to find, attract and retain qualified personnel on acceptable
terms.




We
are a new entrant into the small wind turbine industry without profitable
operating history.




As of
March 31, 2009, we had an accumulated deficit of approximately
$25,050,697.  We expect to derive our future revenues from sales of
our systems, however, these revenues are highly uncertain.  We
continue to devote substantial resources to expand our sales and marketing
activities, further increase manufacturing capacity, and expand our research and
development activities.  As a result, we expect that our operating
losses will increase and that we may incur operating losses for the foreseeable
future.




33
 
  If
we are unable to successfully achieve broad market acceptance of our systems, we
may not be able to generate enough revenues in the future to achieve or sustain
profitability.


We are
dependent on the successful commercialization of our systems.  The
market for small wind turbines is at an early stage of
development.  The market for our systems is unproven.  The
technology may not gain adequate commercial acceptance or success for our
business plan to succeed.




If
we cannot establish and maintain relationships with distributors, we may not be
able to increase revenues.




In order
to increase our revenues and successfully commercialize our systems, we must
establish and maintain relationships with our existing and potential
distributors.  A reduction, delay or cancellation of orders from one
or more significant customers could significantly reduce our revenues and could
damage our reputation among our current and potential customers.  We
currently have approximately 33 signed distribution agreements throughout the
United States and international locations, however, the agreements have no
termination penalties.




If
we can not assemble a large number of our systems, we may not meet anticipated
market demand or we may not meet our product commercialization
schedule.




To be
successful, we will have to assemble our systems in large quantities at
acceptable costs while preserving high product quality and
reliability.  If we cannot maintain high product quality on a large
scale, our business will be adversely affected.  We may encounter
difficulties in scaling up production of our systems, including problems with
the supply of key components,  even if we are successful in developing
our assembly capability, we do not know whether we will do so in time to meet
our product commercialization schedule or satisfy the requirements of our
customers.  In addition, product enhancements have been implemented to
various components of the platform to provide better overall strength and uptime
in high wind regimes.  The system is now rated to support 100 mph
sustained winds.  These enhancements may also delay production by
requiring additional manufacturing changes to support.




If
we are unable to raise sufficient capital, we may not be able to pay our key
suppliers.




Our
ability to pay key suppliers on time will allow us to effectively manage our
business.  Currently we have a large outstanding liability with our
product manufacturer that may inhibit  us  from receiving
additional units at this time.  The manufacturer continues to
manufacture product in anticipation of receiving payment from us which would
allow order fulfillment to continue.




If
we experience quality control problems or supplier shortages from component
suppliers, our revenues and profit margins may suffer.




Our
dependence on third-party suppliers for components of our systems involves
several risks, including limited control over pricing, availability of
materials, quality and delivery schedules.  Any quality control
problems or interruptions in supply with respect to one or more components or
increases in component costs could materially adversely affect our customer
relationships, revenues and profit margins.




International
expansion will subject us to risks associated with international operations that
could increase our costs and decrease our profit margins.




International
operations are subject to several inherent risks that could increase our costs
and decrease our profit margins including:




-reduced
protection of intellectual property rights;




-changes
in foreign currency exchange rates;




-changes
in a specific country’s economic conditions;




-trade
protective measures and import or export requirements or other restrictive
actions by foreign governments; and




-changes
in tax laws.






34




If
we cannot effectively manage our internal growth, our business prospects,
revenues and profit margins may suffer.




If we
fail to effectively manage our internal growth in a manner that minimizes
strains on our resources, we could experience disruptions in our operations and
ultimately be unable to generate revenues or profits.  We expect that
we will need to significantly expand our operations to successfully implement
our business strategy.  As we add marketing, sales and build our
infrastructure, we expect that our operating expenses and capital requirements
will increase.  To effectively manage our growth, we must continue to
expend funds to improve our operational, financial and management controls, and
our reporting systems and procedures.  In addition, we must
effectively expand, train and manage our employee base.  If we fail in
our efforts to manage our internal growth, our prospects, revenue and profit
margins may suffer.




Our
technology competes against other small wind turbine
technologies.  Competition in our market may result in pricing
pressures, reduced margins or the inability of our systems to achieve market
acceptance.




We
compete against several companies seeking to address the small wind turbine
market.  We may be unable to compete successfully against our current
and potential competitors, which may result in price reductions, reduced margins
and the inability to achieve market acceptance.  The current level of
market penetration for small wind turbines is relatively low and as the market
increases, we expect competition to grow significantly.  Our
competition may have significantly more capital than we do and as a result, they
may be able to devote greater resources to take advantage of acquisition or
other opportunities more readily.




Our
inability to protect our patents and proprietary rights in the United States and
foreign countries could materially adversely affect our business prospects and
competitive position.




Our
success depends on our ability to obtain and maintain patent and other
proprietary-right protection for our technology and systems in the United Stated
and other countries.  If we are unable to obtain or maintain these
protections, we may not be able to prevent third parties from using our
proprietary rights.




If
we cannot effectively increase and enhance our sales and marketing capabilities,
we may not be able to increase our revenues.




We need
to further develop our sales and marketing capabilities to support our
commercialization efforts.  If we fail to increase and enhance our
marketing and sales force, we may not be able to enter new or existing
markets.  Failure to recruit, train and retain new sales personnel, or
the inability of our new sales personnel to effectively market and sell our
systems, could impair our ability to gain market acceptance of our
systems.




If
we encounter unforeseen problems with our current technology offering, it may
inhibit our sales and early adoption of our product.




We are in
the process of shipping our first production units and any unforeseen problems
relating to the units operating effectively could have a negative impact on
adoption, future shipments and our operating results.




Our
officers have little experience in managing a public company, which increases
the risk that we will be unable to establish and maintain all required
disclosure controls and procedures and internal controls over financial
reporting and meet the public reporting and the financial requirements for our
business.




Our
management has a legal and fiduciary duty to establish and maintain disclosure
controls and control procedures in compliance with the securities laws,
including the requirements mandated by the Sarbanes-Oxley Act of 2002. Although
our officers have substantial business experience, they have little experience
in managing a public company. The standards that must be met for management to
assess the internal control over financial reporting as effective are new and
complex, and require significant documentation, testing and possible remediation
to meet the detailed standards. Because our officers have little prior
experience with the management of a public company, we may encounter problems or
delays in completing activities necessary to make an assessment of our internal
control over financial reporting, and disclosure controls and procedures. In
addition, the attestation process by our independent registered public
accounting firm is new and we may encounter problems or delays in completing the
implementation of any requested improvements and receiving an attestation of our
assessment by our independent registered public accounting firm. If we cannot
assess our internal control over financial reporting as effective or provide
adequate disclosure controls or implement sufficient control procedures, or our
independent registered public accounting firm is unable to provide an
unqualified attestation report on such assessment, investor confidence and share
value may be negatively impacted.




35




Risks Related to Common
Stock




There
is a significant risk of our common shareholders being diluted as a result of
our outstanding convertible securities.




Although
we currently have 36,681,094  shares of common stock issued and
outstanding as of March 31, 2009, if all our outstanding options, warrants and
convertible notes were exercised and converted, we would have 62,918,249 shares
of common stock issued and outstanding.   Accordingly, a common
shareholder has a significant risk of having its interest in our company being
significantly diluted.




The
large number of shares eligible for immediate and future sales may depress the
price of our stock.




Our
Articles of Incorporation authorize the issuance of 1,755,000,000 shares of
common stock, $.0001 par value per share and 5,000,000 shares of preferred
stock, $.0001 par value per share.   As of March 31, 2009, we had
36,681,094 shares of common stock outstanding; outstanding convertible notes
which are convertible into 7,886,244 shares of common stock; and warrants which
are exercisable into a total of $7,599,672 shares of common stock.




Because
we have available a significant number of authorized shares of common stock, we
may issue additional shares for a variety of reasons which will have a dilutive
effect on our shareholders and on your investment, resulting in reduced
ownership and in our company and decreased voting power, or may result in a
change of control.




Our board
of directors has the authority to issue additional shares of common stock up to
the authorized amount stated in our Articles of Incorporation. Our board of
directors may choose to issue some or all of such shares to acquire one or more
businesses or other types of property, or to provide additional financing in the
future. The issuance of any such shares may result in a reduction of the book
value or market price of the outstanding shares of our common stock. If we do
issue any such additional shares, such issuance also will cause a reduction in
the proportionate ownership and voting power of all other shareholders. Further,
any such issuance may result in a change of control of the company.




Additional
financings may dilute the holdings of our current shareholders.




In order
to provide capital for the operation of the business, we may enter into
additional financing arrangements. These arrangements may involve the issuance
of new shares of common stock, preferred stock that is convertible into common
stock, debt securities that are convertible into common stock or warrants for
the purchase of common stock. Any of these items could result in a material
increase in the number of shares of common stock outstanding, which would in
turn result in a dilution of the ownership interests of existing common
shareholders. In addition, these new securities could contain provisions, such
as priorities on distributions and voting rights, which could affect the value
of our existing common stock.




There
is currently a limited public market for our common stock.  Failure to
develop or maintain a trading market could negatively affect its value and make
it difficult or impossible for you to sell your shares.




There has
been a limited public market for our common stock and an active public market
for our common stock may not develop.  Failure to develop or maintain
an active trading market could make it difficult for you to sell your shares or
recover any part of your investment in us.  Even if a market for our
common stock does develop, the market price of our common stock may be highly
volatile.  In addition to the uncertainties relating to future
operating performance and the profitability of operations, factors such as
variations in interim financial results or various, as yet unpredictable,
factors, many of which are beyond our control, may have a negative effect on the
market price of our common stock.




36




“Penny
Stock” rules may make buying or selling our common stock difficult.




If the
market price for our common stock is below $5.00 per share, trading in our
common stock may be subject to the “penny stock” rules. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules would require that any broker-dealer that would recommend our common
stock to persons other than prior customers and accredited investors, must,
prior to the sale, make a special written suitability determination for the
purchaser and receive the purchaser’s written agreement to execute the
transaction. Unless an exception is available, the regulations would require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our common stock, which could severely limit the market price
and liquidity of our common stock.





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





Unregistered Sales of Equity
Securities




As part
of the merger transaction completed on February 11, 2009, we issued $650,000
worth of 9% Convertible Notes and Warrants to purchase 1,300,000 shares of
common stock in an issuance pursuant to an exemption from the registration
requirements of the Securities Act as provided by Section 4(2) of the Securities
Act.




Also in
February 2009, we issued $115,257 worth of 9% Convertible Notes and Warrants to
purchase 230,514 shares of common stock in an issuance pursuant to an exemption
from the registration requirements of the Securities Act as provided by Section
4(2) of the Securities Act.




On March
31, 2009, we issued $300,000 worth of 9% Convertible Notes and Warrants to
purchase 600,000 shares of common stock in an issuance pursuant to an exemption
from the registration requirements of the Securities Act as provided by Section
4(2) of the Securities Act.




On April
17, 2009, we issued 11,000,000 shares of our common stock to Bluewater in
connection with the Settlement Agreement approved by the court on March 25,
2009.  The consideration received by the Company for the issuance of
the 11,000,000 shares of common stock was the settlement of the lawsuit
instituted by Bluewater and release of Bluewater’s claims to a debt of
approximately $105,000.  The shares were issued pursuant to an
exemption from the registration requirements of the Securities Act provided
by  Section 3(a)(10) of the Securities Act .




Purchases of equity
securities by the issuer and affiliated purchasers




None.





Item
3. Defaults Upon Senior Securities.





None.





37


Item
4. Submission of Matters to a Vote of Security Holders.





On March
11, 2009, we received a written consent in lieu of a meeting of stockholders
(the “Written Consent”) from the holder of 20,546,083  (representing
80.000%) of the issued and outstanding shares of our Common Stock. The Written
Consent adopted the following resolutions, which authorized us to amend our
Articles of Incorporation for the purpose of changing our name from “Clearview
Acquisitions, Inc.” to “Helix Wind, Corp.” The effective date of the name change
was April 16, 2009.




Item
5. Other Information.





On April
17,, 2009, we issued 11,000,000 shares of our common stock to Bluewater in
connection with the Settlement Agreement approved by the court on March 25,
2009.  The consideration received by the Company for the issuance of
the 11,000,000 shares of common stock was the settlement of the lawsuit
instituted by Bluewater and release of Bluewater’s claims to a debt of
approximately $105,000.  The shares were issued pursuant to an
exemption from the registration requirements of the Securities Act provided
by  Section 3(a)(10) of the Securities Act .







38


Item
6. Exhibits.





Those
exhibits marked with an asterisk (*) refer to exhibits filed herewith. The other
exhibits are incorporated herein by reference, as indicated in the following
list.





Exhibit
              No.
            
            Description2.1
            
            Agreement
      dated as of January 28, 2009, by and among Helix Wind, Corp. (formerly
      Clearview Acquisitions, Inc.), Helix Wind Acquisition Corp. and Helix
      Wind, Inc., incorporated by reference from Exhibit 10.1 to Helix Wind,
      Corp’s Current Report on Form 8-K filed on January 28, 2009 (File No.
      000-52107).3.1*
            
            Articles
      of Incorporation of Helix Wind, Corp., as amended.3.2
            
            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,
      2006  (File No. 333-134648).4.1
            
            Form
      of 9% Convertible Note, incorporated by reference from Exhibit
      10.6  to Helix Wind, Corp’s Current Report on Form 8-K filed on
      February 11, 2009 (File No. 000-52107).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 from Exhibit 4.1  to Helix Wind, Corp’s Current Report
      on Form 8-K filed on February 11, 2009 (File No.
    000-52107).4.3
            
            Form
      of Warrant for the 9% Convertible Note offering, incorporated by reference
      from Exhibit 4.2 to Helix Wind, Corp’s Current Report on Form 8-K filed on
      February 11, 2009 (File No. 000-52107).4.4
            
            Convertible
      Promissory Note dated March 31, 2009, issued by Helix Wind, Corp to
      Whalehaven Capital Fund Limited, incorporated by reference from Exhibit
      10.2 to Helix Wind, Corp’s Current Report on Form 8-K filed on April 3,
      2009 (File No. 000-52107).4.5
            
            Common
      Stock Purchase Warrant dated March 31, 2009, issued by Helix Wind, Corp to
      Whalehaven Capital Fund Limited, incorporated by reference from Exhibit
      4.1 to Helix Wind, Corp’s Current Report on Form 8-K filed on April 3,
      2009 (File No. 000-52107).10.1
            
            Helix
      Wind, Corp. Share Employee Incentive Stock Option Plan, incorporated by
      reference from Exhibit 10.1 to Helix Wind, Corp’s Current Report on Form
      8-K filed on February 11, 2009 (File No. 000-52107).10.2
            
            Form
      of Lock-Up Letter delivered to Helix Wind, Corp. by each of Ian Gardner,
      Scott Weinbrandt, Kevin Claudio, Paul Ward and Steve Polaski, incorporated
      by reference from Exhibit 10.2 to Helix Wind, Corp’s Current Report on
      Form 8-K filed on February 11, 2009 (File No.
  000-52107).10.3
            
            Employment
      Agreement, dated as of June 1, 2008, as amended January 26, 2009, by and
      between Helix Wind, Inc. and Ian Gardner, incorporated by reference from
      Exhibit 10.3 to Helix Wind, Corp’s Current Report on Form 8-K filed on
      February 11, 2009 (File No. 000-52107).10.4
            
            Employment
      Agreement, dated as of June 1, 2008, as amended January 26, 2009, by and
      between Helix Wind, Inc. and Scott Weinbrandt, incorporated by reference
      from Exhibit 10.4 to Helix Wind, Corp’s Current Report on Form 8-K filed
      on February 11, 2009 (File No. 000-52107).10.5
            
            Employment
      Agreement, dated as of December 1, 2008, as amended January 26, 2009, by
      and between Helix Wind, Inc. and Kevin Claudio, incorporated by reference
      from Exhibit 10.5 to Helix Wind, Corp’s Current Report on Form 8-K filed
      on February 11, 2009 (File No.
000-52107).




39




Exhibit
              No.
            
            Description10.6
            
            Board
      of Directors Service and Indemnification Agreement dated as of March 12,
      2008, by and between Helix Wind, Inc. and Ian Gardner, as amended March
      13, 2008, incorporated by reference from Exhibit 10.7 to Helix Wind,
      Corp’s Current Report on Form 8-K filed on February 11, 2009 (File No.
      000-52107).10.7
            
            Board
      of Directors Service and Indemnification Agreement dated as of March 13,
      2008, by and between Helix Wind, Inc. and Scott Weinbrandt, as amended
      March 13, 2008, incorporated by reference from Exhibit 10.8 to Helix Wind,
      Corp’s Current Report on Form 8-K filed on February 11, 2009 (File No.
      000-52107).10.8
            
            Lease
      dated September 19, 2008, between Helix Wind, Inc. and Brer Ventures, LLC,
      incorporated by reference from Exhibit 10.9 to Helix Wind, Corp’s Current
      Report on Form 8-K filed on February 11, 2009 (File No.
      000-52107).10.9
            
            Assignment
      and Assumption Agreement dated February 11, 2009, by and between Helix
      Wind, Inc., and Helix Wind, Corp., incorporated by reference from Exhibit
      10.10 to Helix Wind, Corp’s Current Report on Form 8-K filed on February
      11, 2009 (File No. 000-52107).10.10
            
            Subscription
      Agreement dated March 31, 2009, between Helix Wind, Corp. and Whalehaven
      Capital Fund Limited, incorporated by reference from Exhibit 10.1 to Helix
      Wind, Corp’s Current Report on Form 8-K filed on April 3, 2009 (File No.
      000-52107).(31.1)*
            
            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.






40




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(Duly
      Authorized and Principal Financial Officer)





Date: May
20, 2009






41