UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q /A


(Amendment No. 2)


(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)





__________________________________________


(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 x  No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files). Yes o  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 o
            Accelerated
      filer oNon-accelerated
      filer o
      (Do not check if a smaller reporting company)
            Smaller
      reporting company x





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





As of
November 18, 2009 there were  38,694,333
shares of common stock outstanding.














Explanatory
Note





This Form
10-Q/A is being filed as Amendment No. 2 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2009, as amended by Amendment No.1 to
the Form 10-Q filed with the SEC on August 14, 2009 (“Original Quarterly
Report”), in response to the SEC’s comments thereto, for the purpose of revising
the following:





·
            Item-4T
      Controls and Procedures to indicate that our internal control over
      financial reporting was not effective as of March 31, 2009;
      and


·
            Our
      accounting treatment, including valuation method, debt discount and
      expense recognition with respect to the fair value of our derivative
      liabilities related to the embedded conversion features in our convertible
      notes payable, which resulted in an additional material non-cash charge
      for the three months ended March 31, 2009 of approximately $7.4
      million.  This charge is reported as interest expense, loss on
      extinguishment of debt and change in fair value of derivative liabilities
      in the statements of operations herein which resulted in restatement of
      our financial statements for the three months ended March 31, 2009, and
      revisions to the following notes thereto: Note 2-Basis of Presentation and
      Summary of Significant Accounting Policies, in Restatement and in
      Going Concern, Note 3-Related Party Transactions and Convertible Notes
      Payable to Related Parties, Note 5-Debt, Note 6-Derivative Liabilities and
      Note 8-Stock Based Compensation and in the following Items:  Item
      2-Management’s Discussion and Analysis of Financial Condition and Results
      of Operations, under Other income and expense, Net Loss, Going Concern and
      Liquidity and Capital Resources and Item 1A - Risk Factors, in the first
      paragraph of the first risk factor and the seventh risk
      factor.





Except
for the foregoing amended disclosure, this Form 10-Q/A has not been amended or
updated to reflect events that occurred after May 20, 2009, the filing date of
the Original Quarterly Report.  Accordingly, this Form 10-Q/A should
be read in conjunction with our filings made with the SEC subsequent to the
filing of the Original Quarterly Report, including any amendments to those
filings.















2




HELIX
WIND, CORP.


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





INDEX





PagePART
      I - FINANCIAL INFORMATIONItem
      1. Condensed Consolidated Financial Statements.Condensed
      Consolidated Balance Sheets
            4Condensed
      Consolidated Statements of Operations
            5Condensed
      Consolidated Statement of Shareholders’ Deficit
            6Condensed
      Consolidated Statements of Cash Flows
            7Notes
      to Condensed Consolidated Financial Statements
            8Item
      2.    Management’s Discussion and Analysis of Financial
      Condition and Results of Operations.
            25Item
      3.    Quantitative and Qualitative Disclosures About Market
      Risk.
            30Item
      4T.  Controls and Procedures.
            30PART
      II - OTHER INFORMATIONItem
      1.     Legal Proceedings.
            31Item
      1A.  Risk Factors.
            31Item
      2.     Unregistered Sales of Equity Securities and Use
      of Proceeds.
            36Item
      3.     Defaults Upon Senior
Securities.
            36Item
      4.     Submission of Matters to a Vote of Security
      Holders.
            37Item
      5.     Other Information.
            37Item
      6.     Exhibits.
            39














3





PART
I - FINANCIAL INFORMATION


HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


CONDENSED CONSOLIDATED BALANCE
SHEETS




Item 1.Financial
Statements





March
      31, 2009
              (Unaudited)
              (As restated)
            
            
            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
      non-recurring equipment 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
            
            
            −
            
            
            
            567,633Convertible
      notes payable, net of discount
            
            
            −
            
            
            
            1,504,180Derivative
      liability
            
            
            22,774,277
            
            
            
            −24,183,774
            
            
            
            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
            
            
            (32,497,753
            )
            
            
            (2,810,987
            )Total
      shareholders’ deficit
            
            
            (23,158,882
            )
            
            
            (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.


4


HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





Three Months EndedMarch
      31, 2009
              (As restated)
            
            
            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
            
            
            (5,289,369
            )
            
            
            (3,816
            )Loss on extinguishment of debt
            
            
            (12,038,787
            )
            
            
            −Change in fair value of derivative
      liability
            
            
            (2,431,015
            )
            
            
            −Total
      other expenses
            
            
            (19,759,171
            )
            
            
            (3,816
            )LOSS
      BEFORE PROVISION FOR INCOME TAXES
            
            $
            (29,686,766
            )
            
            $
            (269,386
            )PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            ( 29,686,766
            )
            
            $
            (269,386
            )NET
      LOSS PER SHARE - BASIC and DILUTED
            
            $
            ( 1.25
            )
            
            $
            (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.


5





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
              (As restated)
            
            
            Deficit
              (As restated)BALANCE–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
            
            
            −
            
            
            
            −
            
            
            
            −
            
            
            
            (29,686,766
            )
            
            
            (29,686,766
            )BALANCE    –   March 31,
      2009
            
            
            36,681,094
            
            
            $
            3,669
            
            
            $
            9,335,202
            
            
            
            (32,497,753
            )
            
            $
            (23,158,882
            )





(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.





6




HELIX
WIND, CORP.


(formerly
Clearview Acquisitions, Inc.)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)




Three Months EndedMarch
      31,
              2009
              (As restated)
            
            
            March 31,
              2008OPERATING
      ACTIVITIESNet
      loss
            
            $
            (29,686,766
            )
            
            $
            (269,386
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            23,429
            
            
            
            120Stock
      based compensation
            
            
            9,130,185
            
            
            
            -Change
      in fair value of derivative liability
            
            
            2,431,015
            
            
            
            -Interest
      in connection with derivative liability
            
            
            5,216,547
            
            
            
            -Loss
      on debt extinguishment
            
            
            12,038,787
            
            
            
            -Changes
      in operating assets and liabilities:Accounts
      Receivable
            
            
            (36,007
            )
            
            
            -Inventory
            
            
            86,168
            
            
            
            -Prepaid non-recurring
      equipment 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 FINANCINGACTIVITIESConversion
      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.


7
  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.


8





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.




Restatement




The
accompanying consolidated financial statements for the quarter ended March 31,
2009 have been restated to reflect certain non-cash adjustments in the
accounting for derivative liabilities associated with convertible debt issued
during the quarter ended March 31, 2009.  More specifically, the
Company corrected errors in reporting as follows:
 
 a.
              The
      convertible debt issued on February 11, 2009 contained certain conversion
      price ”reset” features which were determined not to be indexed to the
      Company’s stock. Therefore, the conversion feature must be accounted for
      as a derivative liability under generally accepted accounting
      principles.  The Company initially recorded the derivative
      liability but limited the amount to the related debt proceeds received.
      Upon further review, the Company determined that the derivative liability
      must be recorded at full fair value without limitation and made the
      appropriate adjustment and was charged to operations for the quarter ended
      March 31, 2009.
 b.
              Such
      derivative liability is required to be adjusted to fair value at each
      reporting period.  Accordingly, the derivative liability in (a)
      above was adjusted (increased) to fair value at March 31, 2009 with such
      increase charged to operations for the quarter ended March 31,
      2009.
 c.
              The
      Company had erroneously reported loss on extinguishment of debt from the
      conversion of older outstanding debt into the new February 11, 2009
      convertible debt as interest expense.  The March 31, 2009
      statement of operations, as restated, contains a charge to loss on
      extinguishment of debt, representing reclassification of previously
      reported expense and the recording of new loss on extinguishment as a
      result of matter (a) above.
  The
effect of such adjustments on the financial statement line items as of March 31,
2009 and for the quarter then ended is summarized as
follows:
 Line Item
                      
                      As Previously
    Reported
                      
                      
                      As Restated
                      
                      
                      DifferenceBalance
      SheetDerivative
      liability
                      
                      $
                      15,194,381
                      
                      
                      $
                      22,774,277
                      
                      
                      $
                      7,579,896Accumulated
      deficit
                      
                      
                      25,050,697
                      
                      
                      
                      32,497,753
                      
                      
                      
                      7,447,056Statement of
      OperationsInterest
      expense
                      
                      
                      12,312,115
                      
                      
                      
                      5,289,369
                      
                      
                      
                      7,022,746Loss
      on extinguishment of debt
                      
                      
                      -
                      
                      
                      
                      12,038,787
                      
                      
                      
                      12,038,787Change
      in fair value of derivative liability
                      
                      
                      -
                      
                      
                      
                      2,431,015
                      
                      
                      
                      2,431,015Net
      loss before provision for income taxes
                      
                      
                      22,239,710
                      
                      
                      
                      29,686,766
                      
                      
                      
                      7,447,056Net
      loss
                      
                      
                      22,239,710
                      
                      
                      
                      29,686,766
                      
                      
                      
                      7,447,056Net
      loss per share –  basic and diluted
                      
                      
                      0.93
                      
                      
                      
                      1.25
                      
                      
                      
                      0.32Statement of Cash
      FlowsChange
      in fair value of derivative liability
                      
                      
                      1,282,760
                      
                      
                      
                      2,431,015
                      
                      
                      
                      1,148,255Interest
      in connection with derivative liability
                      
                      
                      10,611,785
                      
                      
                      
                      5,216,547
                      
                      
                      
                      5,395,238Loss
      on extinguishment of debt
                      
                      
                      -
                      
                      
                      
                      12,038,787
                      
                      
                      
                      12,038,787
  Subsequent Events
 
 Recent new accounting standards require that management disclose
the date to which subsequent events have been evaluated and the basis for such
date.  Accordingly, management has evaluated subsequent events through
November 18, 2009, the date upon which the
restated financial statements were issued.  Other than as disclosed in
Note 11, management noted no subsequent events which it believes would have a
material effect on the accompanying consolidated financial
statements.
 
 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
ConsolidatedFinancial
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.
  9
  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 $ 694,353 excluding the derivative
liability of $ 22,774,277 , an accumulated deficit of
approximately $ 32,497,753 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.
 
  10
   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.
 
  11
  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 since 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.
 
  12
  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.
 
  13
 
 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.
  14
 
  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
Instrumentsand 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.
 
  15
 
 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 AND CONVERTIBLE
NOTES PAYABLE TO RELATED PARTIES
 
 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 December 31, 2008, the Company had an unsecured related party payable to Lab4Less, LLC,
bearing no interest, payable on demand, in the amount of $22,433.  The
Company’s Chief Executive Officer and director was a
50% owner of Lab4Less, LLC .  During the quarter
ended March 31, 2009, the Company repaid such note payable in
full.
 
 At December 31, 2008, convertible notes payable to related
parties were $567,633.  Such notes were held by the Company’s Chief Executive Officer and certain shareholder
founders and co-founders of the Company.  During the quarter ended
March 31, 2009, $392,268 of such convertible notes payable were converted to the
newly issued 9% convertible debt. The remaining $175,365 of such notes did not
convert and remain as part of the 12% convertible debt (see Note
5).
   16
  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, 299,836 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.   All of the convertible notes payable and warrants
contain an anti-dilution provision which “re-set” the related conversion rate
and exercise price if any subsequent equity linked instruments are issued with
rates lower than those of the outstanding equity linked
instruments.  The accounting literature related to the embedded
conversion feature and warrants issued in connection with the convertible notes
payable is discussed under Note 6 below.
 
 Amount
                  
                  
                  Discount
                  
                  
                  Convertible
      Notes Payable,
                    net
      of discount
                  
                  
                  Convertible
      Notes Payable - Related
                    Party,
      net of
                    discountExchange
      Notes
                  
                  
                  2,234,579
                  
                  
                  
                  (2,234,579
                  )
                  
                  
                  -
                  
                  
                  
                  -Reverse
      Merger Notes
                  
                  
                  650,000
                  
                  
                  
                  (650,000
                  )
                  
                  
                  -
                  
                  
                  
                  -New
      Convertible Notes
                  
                  
                  340,257
                  
                  
                  
                  (340,257
                  )
                  
                  
                  -
                  
                  
                  
                  -Other
      Convertible Notes
                  
                  
                  75,000
                  
                  
                  
                  (75,000
                  )
                  
                  
                  -
                  
                  
                  
                  -3,299,836
                  
                  
                  
                  (3,299,836
                  )
                  
                  
                  
                  
                  
                  
                  -
 
 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 ”). Prior
to the Merger , the total amount of the 12% notes
exchanged was $2,234,579.  This amount included principal of
$1,874,448 plus accrued interest charges of $146,866 and other premiums of
$213,265.   The Exchange Notes had a principal
amount at March 31, 2009, of $2,234,579, bearing interest at 9% per annum, with
principal and interest due three years from the date of issuance. The Exchange
Notes required no payment of principal or interest during the term and may be
converted to our common stock at the conversion price of $0.50 per share at any
time at the option of the note holder. In addition to the stated interest rate;
the exchange transaction also modified the conversion rate as well as the
issuance of 5,469,158 warrants to the various convertible note holders, the
warrants have an exercise price of $0.75 per share for each share of the Company
issuable upon conversion of the note.  The warrants expire 5 years
from issuance and contain cashless exercise provisions which are settled in
shares.   The warrants and notes were issued in connection with a
registration rights agreement .
  17
  HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)
 For accounting purposes,  the Company analyzed
the conversion of the Exchange
Notes   under the guidance of 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 concluded that the changes in the note agreements,
conversion   feature and warrants were considered substantive and
accordingly the transaction should be accounted for as an extinguishment
of debt and an issuance of new debt.   As such, the Company
recorded a loss on extinguishment of debt of approximately $ 12,038,787 which is recorded under other expenses in the accompanying condensed
consolidated statements of operations at March 31,
2009.
 
 The Company initially recorded a discount to the Exchange Notes
of $2,234,579. The Company amortized the debt discount using the effective
interest method over the term of the convertible notes payable which is three
years. During the three months ended March 31, 2009 there was -0- amortized
under this amortization method.
 
 Reverse
Merger Notes-Convertible Notes Payable, net of discount
 
 On
February 11, 2009 upon completion of the Merger, the Company issued $650,000 of
convertible notes payable to 3 different note holders (“ Reverse Merger Notes ”).   The Reverse Merger
Notes had a principal amount at March 31, 2009, of $650,000, bearing interest at
9% per annum, with principal and interest due three
years from the date of issuance. The Reverse Merger Notes required no payment of
principal or interest during the term and may be
converted to the Company’s common stock at the
conversion price of $0.50 per share at any time at
the option of the note holder .  The Company also issued
1,300,000 warrants to the various note holders ; the warrants have an exercise price of $0.75 per share for each
share of the Company issuable upon conversion of the
note.  The warrants expire 5 years from issuance and contain cashless
exercise provisions which are settled in shares.   The warrants
and notes were issued in connection with a registration rights
agreement.
 
 The Company has initially
recorded a debt discount to the Reverse Merger Notes
in the amount of $650,000 .   The
Company amortized the debt discount using the effective
interest method over the term of the convertible notes payable which is three years. During the
three months ended March 31, 2009 there was -0- amortized
under this amortization method.
 
 New
Convertible Notes - Convertible Notes Payable, net
of discount
 
 During the three months ended March 31, 2009, the Company
also issued additional convertible notes payable in the amount of $340,257 (“ New Convertible Notes ”).  The New Convertible Notes bear interest at
9% per annum, with principal and interest due three years
from the date of issuance.  The notes require no payment of principal
or interest during the term and may be converted to our common stock at
the conversion price of $0.50 per share at any time at the option of the note holder.  The
Company also issued 680,514 warrants to the various note holders. The warrants have an exercise price
of $0.75 per share for each share of the Company issuable upon conversion of the
note.  The warrants expire 5 years from
issuance and contain cashless exercise provisions which are settled in
shares.   The warrants and notes were
issued in connection with a registration rights agreement.
 
 The Company has initially
recorded a debt discount in the amount of $340,257.  The
Company amortized the debt discount using the
effective interest method over the term of the
convertible notes payable which is three years. During the three months ended March 31, 2009 there was -0- amortized under
this amortization method.
  Other
Convertible Notes - Convertible Notes Payable, net
of discount
 
 On February 11, 2009 upon completion
of the Merger , the Company also issued $25,000 of related party
convertible notes and $50,000 of non-related party convertible notes in exchange
for equipment and inventory (“Other Convertible Notes”) for
a total of $75,000.  The Other Convertible Notes bear interest
at 9% per annum, with principal and interest due three
years from the date of issuance, require no payment of principal or interest
during the term and may be converted to our common stock at the conversion
price of $0.50 per share at any time at the
option of the note holder.  The
Company also issued 150,000 warrants to the various note holders. The warrants have an exercise price
of $0.75 per share for each share of the Company issuable upon conversion of the
note.  The warrants expire 5 years from issuance and contain cashless
exercise provisions which are settled in shares.   The warrants
and notes were issued in connection with a
registration rights agreement .
   18
  HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)
  The Company has initially
recorded a debt discount in the amount of $75,000.  The Company
amortized the debt discount using the effective
interest method over the term of the convertible notes
payable which is three years. During the three
months ended March 31, 2009 there was -0- amortized under this amortization
method.
 
 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 59 % and expected dividend
yield of zero.
 
 6.
   DERIVATIVE LIABILITIES
 
 As
described in Note 5, the Company issued financial instruments in the form of
warrants and convertible notes payable with conversion features .  All of the convertible notes payable and warrants
contain an anti-dilution provision which “re-set” the related conversion rate
and exercise price if any subsequent equity linked instruments are issued with
rates lower than those of the outstanding equity linked
instruments .
 
 The conversion features of both the convertible notes
payable and warrants were analyzed under SFAS 133.  Under this
guidance, bifurcation of the conversion option from the host contract and
accounting for it separately as a derivative may be necessary if (i) the
conversion feature is not clearly and closely related to the host contract (ii)
the hybrid instrument is not accounted for at fair value and (iii) a separate
instrument with the same terms as the embedded instrument would qualify as a
derivative instrument and be subject to the requirements of SFAS
133.
 
 SFAS 133, paragraph 11(a) specifies that if a contract is (i)
indexed to the Company’s own stock and (ii) would be classified in shareholders’
equity if it were a free standing instrument, the conversion option would be
excluded from the scope of this guidance.  To determine if the
conversion option was indexed to the Company’s own stock, the Company applied
EITF 07-5  “Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity's Own Stock”.   The Company applied the two step approach as defined
by EITF 07-5.  In assessing step two, evaluating the conversion
instrument’s settlement provisions, the Company concluded that, pursuant to the
guidance, the anti-dilution provision or re-set provision met the criteria of
EITF 07-5.
 
 Pursuant to SFAS 133, derivative instruments shall be recognized
as either assets or liabilities, depending on the rights or obligations under
the contract.  Based on the terms of the host contract, the Company
has determined that this clearly meets the definition of a derivative liability
due to the contracts obligations.  Derivative instruments shall also
be measured at fair value at each reporting period with gains and losses
recognized in current earnings.
 
 The Company calculated the fair value of these instruments using
the Black-Scholes pricing model. The significant assumptions used in the
calculation of the instruments fair value are detailed in the table
below.  The initial value of the derivative liability for the embedded
conversion features was $9,731,477 and the derivative liability for the warrants
was $10,611,785, the excess of the initial fair value over the amount of debt
discount were recorded as interest expense in the accompanying condensed
consolidated statement of operations.
 
 During
the three months ended March 31, 2009, we recognized a charge of $ 2,431,015 based on the change in fair value (mark-to-market adjustment) of both
the warrant derivative liability and embedded
conversion feature derivative liability in the accompanying condensed consolidated statement of
operations.  The value of the derivative liability was $ 22,774,277 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 and Level 2 inputs.   The
following table represents the Company’s derivative liability
activity:
 
 December
      31, 2008
                  
                  $
                  ---Issuance
      of derivative financial instruments
                  
                  
                  20,343,262Mark-to-market
      adjustment to fair value at March 31, 2009
                  
                  
                  2,431,015March
      31, 2009
                  
                  $
                  22,774,277
  
 19
  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 and embedded conversion feature
as of the conversion date of February 11, 2009 and at March 31,
2009:
 
 March
      31,
                      2009
                    
                    February 11,
                      2009Weighted-average
      volatility
                    
                    59%
                    
                    59%Expected
      dividends
                    
                    0.0%
                    
                    0.0%Expected
      term
                    
                    3
      to 5 years
                    
                    3 yearsRisk-free
      rate
                    
                    1.76%
      to 1.67%
                    
                    1.32%
 
 7.
   INCOME TAXES
 
 There was
no income tax expense recorded for the three months ended March 31, 2009 due to
the Company’s net losses and a 100% valuation allowance on deferred tax
assets.
 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.
 
 Since there is insufficient stock price history that is at least
equal to the expected or contractual terms of the Company’s options, the Company
has calculated volatility using the historical volatility of a similar public
entity in the Company’s industry in accordance with Question 4 of SAB Topic
14.D.1 and paragraph A22 of SFAS 123R.  In making this determination
and identifying a similar public company, the Company considered the industry,
stage, life cycle, size and financial leverage of such other
entities.   This resulted in an expected volatility of 59% for
the period ended March 31, 2009.
  The
expected option term in years is calculated using an average of the vesting
period and the option term, in accordance with the “simplified method” for
“plain vanilla” stock options allowed under 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.
 
 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.
 
 The amount of unrecognized compensation cost related to
non-vested awards at March 31, 2009 is $7,099,246.  The weighted
average period in which this amount is expected to be recognized is 4.87
years.
 
 21
 
 HELIX
WIND, CORP.
 (formerly
Clearview Acquisitions, Inc.)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 March 31,
2009
 (Unaudited)
 
 
 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.
 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.
  22
  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.
   23
  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 second 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.
 
  24
  
 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.
  25
  
 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.   26
 
 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
$ 19,759,171 and $3,816 respectively.  The
increase primarily resulted from interest expense recorded for the convertible
and non-convertible notes of approximately $ 5,289,369 , loss from debt extinguishment of approximately
$ 12,038,781 and change in fair
value of derivative liability of
approximately $ 2,431,015 .
 
 Net
loss
 
 During
the three months ended March 31, 2009 and 2008, the net loss was $ 29,686,766 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 $ 694,353 excluding the
derivative liability of $ 22,774,277 and accumulated
deficit of approximately $ 32,497,753 at March 31,
2009.
 27
 
 Liquidity and Capital
Resources
 
 As
of  March 31, 2009 and December 31, 2008, Helix Wind had a working
capital deficit of approximately $ 694,353 excluding
the derivative liability of $ 22,774,277 and
$2,742,000 respectively.  The negative working capital  in
2009 results primarily from 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
$ 29,686,766 for the three months ended March 31,
2009 was comprised of approximately $ 358 ,000 for
research and development, $50,000 for sales and marketing, $9,130,185 for share
based payments for stock options, $ 19,759,171 of
interest expense, loss on extinguishment of debt and change
in fair value for the derivative liability, 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.   28
 
 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.   29
 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
  Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"),
our management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Exchange Act) as of March 31, 2009, the end of the period covered
by this Quarterly Report on Form 10-Q/A. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of March
31, 2009, our disclosure controls and procedures were not effective. 
Disclosure controls and procedures means controls and other procedures that are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission’s rules and forms.  Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to
our management, including our principal executive and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosure.
  We have
identified material weaknesses in our internal control over financial reporting
related to the following matters:
 
 ·
                  We identified a lack of sufficient segregation of duties.
      Specifically, this material weakness is such that the design over these
      areas relies primarily on detective controls and could be strengthened by
      adding preventative controls to properly safeguard company
      assets.
 
 ·
                  Management
      has identified a lack of sufficient personnel in the accounting function
      due to our limited resources with appropriate skills, training and
      experience to perform the review processes to ensure the complete and
      proper application of generally accepted accounting principles,
      particularly as it relates to valuation of share based payments, the
      valuation of warrants, and other complex debt / equity transactions.
      Specifically, this material weakness lead to segregation of duties issues
      and resulted in audit adjustments to the annual consolidated financial
      statements and revisions to related disclosures, share based payments,
      valuation of warrants and other equity
  transactions.
 Our plan to remediate those material weaknesses remaining is as
follows:
 
 ·
                  Improve the effectiveness of the accounting group by
      continuing to augment our existing resources with additional consultants
      or employees to improve segregation procedures and to assist in the
      analysis and recording of complex accounting transactions. We plan to
      mitigate the segregation of duties issues by hiring additional personnel
      in the accounting department once we generate significantly more revenue,
      or raise significant additional working
  capital.
 
 ·
                  Improve segregation procedures by strengthening cross
      approval of various functions including quarterly internal audit
      procedures where
appropriate.
 
 In the
fiscal quarter ended March 31, 2009, there were no
change s in our internal
control over financial reporting that have
materially affected, or are reasonably likely to
materially affect, our internal control over
financial reporting.
 
  30
  PART
II - OTHER INFORMATION
 
 Item
1. Legal Proceedings.
 
 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
$ 32,497,753 and a negative working capital of $ 694,353 excluding the derivative liability of $ 22,774,277. 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.
 31
 
 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 $ 32,497,753.   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.
  32
 
 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.
 
  33
 
 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.
  34
 
 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.
  35
 
 “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.
  36
 
 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.
 
  37
  
 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, incorporated by reference from Exhibit 3.1 to Helix Wind
      Corp.'s Quarterly Report on Form 10-Q filed on May 20,
      2009.3.2
                  
                  Bylaws
      of Helix Wind, Corp., incorporated herein by reference to Exhibit 3.2 to
      Helix Wind, Corp.'s Registration Statement on Form SB-2 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).
 
  38
   
 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.
 
  39
  SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 HELIX
      WIND, CORP.By:
                  /s/  Kevin
      ClaudioKevin
      ClaudioChief
      Financial Officer(Principal
      Financial Officer)
 
 Date:
November 18, 2009
       40