UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended November 30, 2009
	For the quarterly period ended February 28, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to ______________
000-51716
(Commission File Number)
CLEAN POWER TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Nevada	98-0413062
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Unit 7(W) E-Plan Industrial Estate New Road, New Haven, East Sussex, UK	BN90EX
(Address of principal executive offices)	(Zip Code)

+ 44 1273-516013
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

	Yes [X] No [ ]
	Yes [X] No [ ]

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 for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

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 definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	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 [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

79,~~440~~605,942 common shares outstanding as of ~~January~~April 819, 2010 Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

CLEAN POWER TECHNOLOGIES INC.

TABLE OF CONTENTS

	PART I – Financial Information	Page
		Page
Item 1.	Financial Statements	2
	PART I – Financial Information
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 1.	Financial Statements	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 4T.	Controls and Procedures	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4T.	Controls and Procedures	7
	PART II – Other Information
Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults Upon Senior Securities	78
Item 4.	~~Submission~~Removed ofand ~~Matters to a Vote of Security Holders~~Reserved	78
Item 5.	Other Information	78
Item 6.	Exhibits	79
	Signatures	1113

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and six month ~~period~~periods ended ~~November 30~~February 28, ~~2009~~2010, are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2010. For further information refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2009.

	Page
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations and Comprehensive Loss	F-3
Consolidated Statements of Cash Flows	F-4 ~~and~~to F-5
Notes to Unaudited Consolidated Financial Statements	F-6 to F-2933

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~November 30~~February 28, ~~2009~~2010

(Stated in US Dollars)

(UNAUDITED)

F-1

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Stated in U.S. Dollars)

(Unaudited)

ASSETS	~~November~~February 3028, ~~2009~~2010			August 31, 2009
Current
Cash	$	~~607~~66,~~875~~881		$	29,346
Amounts Receivable - Note 4		23,503			38,637
Amounts Receivable		55,506			38,637
Prepaid expense		7541,~~580~~873			95,100
		706,958			163,083
		164,260			163,083
Plant and equipment - Note 5		886,729			831,168
Plant and equipment		921,914			831,168
Deferred financing costs, net of accumulated amortization of $130,767 and $107,705 as of November 30, 2009 and August 31, 2009, respectively		54,233			77,295
Deferred financing costs, net of accumulated amortization of $153,575 and $107,705 as of February 28, 2010 and August 31, 2009, respectively		31,425			77,295
Total Assets	$	1,~~647~~117,~~920~~599		$	1,071,546
Liabilities and Stockholders' Deficiency
Current
Accounts payable and accrued liabilities	$	~~166~~321,~~472~~867		$	561,492
Accounts payable – related party		~~186~~339,~~065~~616			159,427
Prepaid deposit		84,000			84,000
Wages payable		-			56,098
Wages payable - related party - Note 6		649,582			499,582
Wages payable - related party		799,582			499,582
Loan payable		-			84,000
Stock option liability - Note 10(ii)		519,820			718,836
Stock option liability		512,051			718,836
Total current liabilities		12,~~605~~057,~~939~~116			2,163,435
Due to related party - Note 6		439,885			445,690
Due to related party		528,384			445,690
Secured convertible notes payable - including $62,594 accrued interest - Note 8		493,479			264,898
Secured convertible notes payable - including $102,594 accrued interest		868,828			264,898
Embedded derivative liability - Note 8 and Note 9		1,072,449			779,193
Embedded derivative liability		333,870			779,193
Warrant liability - Note 8 and Note 9		874,015			1,667,173
Warrant liability		593,036			1,667,173
Total Liabilities		4,~~485~~381,~~767~~234			5,320,389
Stockholders' Deficiency
Preferred stock: 100,000,000 Class "A" preferred shares authorized with zero shares outstanding; 100,000,000 Class "B" preferred shares authorized with zero shares outstanding;		-			-
Common Stock, $0.001 par value: 350,000,000 shares authorized; 79,440,942 and 72,220,695 shares issued and outstanding at November 30, 2009 and August 31, 2009, respectively.		79,441			72,221
Common Stock, $0.001 par value: 350,000,000 shares authorized; 79,580,942 and 72,220,695 shares issued and outstanding at February 28, 2010 and August 31, 2009, respectively.		79,581			72,221
Additional paid in capital		13,~~900~~943,~~543~~288			12,255,573
Accumulated other comprehensive loss		(6978,~~464~~173	)		(58,221	)
Accumulated deficit during the development stage		(1617,~~748~~208,~~367~~331	)		(16,518,416	)
Total Stockholders' Deficiency		(23,~~837~~263,~~847~~635	)		(4,248,843	)
Total Liabilities and Stockholders' Deficiency	$	1,~~647~~117,~~920~~599		$	1,071,546

SEE ACCOMPANYING NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

F-2

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in U.S. Dollars)

(Unaudited)

	Three months ended November 30,
	Three months ended February 28,						Six months ended February 28,						May 12, 2006 (Date of Inception) to February 28,
	2009			2008			May 12, 2006 (Date of Inception) to November 30, 2009
Expense	2010			2009			2010			2009			2010
Expense
Depreciation	$	80,829		$	55,340		$	158,158		$	109,013		$	672,884
Depreciation	$	77,329		$	53,673		$	592,055
Office and administration		212,331			281,368			485,573			450,958			2,571,542
Office and administration		273,238			287,589			2,359,207
Organization costs		-			-			-			-			2,500
Organization costs		-			-			2,500
Research and development		131,377			91,512			214,700			152,635			1,510,440
Research and development		83,324			61,123			1,379,064
Foreign exchange loss (gain)		-			12,568			13,018			11,830			25,261
Foreign exchange loss (gain)		13,018			(738	)		25,261
Change in Valuation of Stock Option Liability		(7,768	)		192,172			(206,784	)		213,160			512,052
Amortization of stock option benefits		(199,014	)		20,988			519,822
Professional fees		188,933			78,840			401,469			143,774			3,234,601
Professional fees		212,536			64,934			3,045,668
Salaries and consulting fees		451,066			411,746			872,725			882,638			8,375,711
Salaries and consulting fees - Note 6		421,660			352,893			7,924,646
Directors' fees		-			-			-			-			430,000
Directors' fees		-			-			430,000
Administrator fees		-			-			-			-			258,000
Administrator fees		-			-			258,000
(Loss) from operations		(1,056,768	)		(1,123,546	)		(1,938,859	)		(1,964,008	)		(17,592,991	)
(Loss) from operations		(882,091	)		(840,462	)		(16,536,223	)
Other income and expense:
Other income and expense:
Interest expense		(399,946	)		(133,184	)		(657,432	)		(243,488	)		(1,470,898	)
Interest expense		(257,486	)		(110,303	)		(1,070,952	)
Derivative income (expense)		1,019,558			148,875			1,952,246			2,125,162			2,007,428
Derivative income (expense) – Note 8		932,688			1,976,287			987,870
Deferred financing amortization costs		(22,808	)		(22,808	)		(45,870	)		(45,870	)		(151,870	)
Deferred financing amortization costs		(23,062	)		(23,062	)		(129,062	)
Total other income (expense)		596,804			(7,117	)		1,248,944			1,835,804			384,660
Total other income (expense)		652,140			1,842,922			(212,144	)
Net income (loss) for the period		(459,964	)		(1,130,663	)		(689,915	)		(128,204	)		(17,208,331	)
Net income (loss) for the period		(229,951	)		1,002,460			( 16,748,367	)
Other comprehensive loss:
Other comprehensive loss:
Unrealized foreign exchange on transactions		(8,710	)		(19,433	)		(19,952	)		(29,113	)		(78,173	)
Unrealized foreign exchange on transactions		(11,243	)		(9,680	)		(69,464	)
Comprehensive gain (loss) for the period	$	(468,674	)	$	(1,150,096	)	$	(709,867	)	$	(157,317	)	$	(17,286,504	)
Comprehensive gain (loss) for the period	$	(241,194	)	$	992,780		$	(16,817,831	)
Basic and diluted (loss) per share	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.00	)
Basic net (loss) per share	$	(0.00	)	$	0.02
Basic and diluted weighted average number of shares		79,506,737			66,746,157			78,146,229			66,378,950
Diluted net (loss) per share	$	(0.00	)	$	0.01
Weighted average number of shares - Basic		76,815,954			66,019,904
Weighted average number of shares - Diluted		76,815,954			71,734,189

SEE ACCOMPANYING NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

F-3

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

(Unaudited)

	Three months ended November 30,
	Six months ended February 28,
	2009			2008			May 12, 2006 (Date of Inception) to November 30, 2009
	2010			2009			May 12, 2006 (Date of Inception) to February 28, 2010
Cash flows from operating activities:
Net income (loss)	$	(~~229~~689,~~951~~915	)	$	1(128,~~002,460~~204	)	$	(1617,~~748~~208,~~367~~331	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation		77158,~~329~~158			53109,~~673~~013			~~592~~672,~~055~~884
Change in valuation of stock option liability		(~~199~~206,~~014~~784	)		20213,~~988~~160			~~519~~512,~~822~~052
Amortization of debt discount		~~204~~554,~~840~~625			64147,~~625~~981			~~679~~1,~~680~~029,465
Amortization of deferred financing costs		2345,~~062~~870			2345,~~062~~870			~~130~~153,~~767~~575
Interest accrued on debt		1020,~~056~~275			818,~~697~~646			~~148~~158,~~228~~447
Interest accrued on senior convertible notes		4080,000			4080,000			~~223~~263,111
Derivative (income) expense		(~~932~~1,~~688~~952,246	)		(12,~~976~~125,~~287~~162	)		(~~987~~2,~~870~~007,428	)
Issuance of common stock for professional services		-			-			1,809,609
Issuance of common stock for director services		-			33,630			430,000
Issuance of common stock for consulting services		-			-			1,171,880
Issuance of common stock for prior period salary		-			-			2,600,000
Issuance of common stock for administrative services		-			-			258,000
Issuance of common stock for R&D		-4,750			-			~~402~~406,~~000~~750
Issuance of stock award for consulting services		-			-			13,750
Stock-based compensation		~~105~~143,~~429~~564			~~118~~293,000			~~975~~1,~~814~~013,951
Changes in assets and liabilities:
Amounts Receivable		15(20,~~556~~524	)		(4152,~~685~~123	)		(1854,~~679~~759	)
Prepaid expenses and other current assets		2050,~~709~~139			(~~112~~94,~~126~~381	)		(6636,~~359~~929	)
Prepaid deposit		-			83,990			84,000
Accounts payable and accrued expense		~~(275~~215,~~385~~480	)		9448,~~284~~044			~~998~~1,~~599~~489,462
Net cash used in operating activities:		(1,~~140~~596,~~057~~608	)		(~~586~~1,~~689~~326,536	)		(67,~~783~~240,~~960~~511	)
Cash flows from investing activities:
Acquisition of plant and equipment		(~~132~~248,~~890~~904	)		(~~155~~300,~~010~~371	)		(1,~~455~~571,~~354~~368	)
Cash acquired from business combination		-			-			62,070
Net cash used in investing activities:		(~~132~~248,~~890~~904	)		(~~155~~300,~~010~~371	)		(1,~~393~~509,~~284~~298	)
Cash flows from financing activities:
Proceeds from issuance of senior convertible notes		-			-			1,815,000
Proceeds from issuance of common stock		2,000,000			-1,000,000			4,743,766
Proceeds from loan		-			-			84,000
Repayment of loan		(84,000	)		-			(84,000	)
Due to related party		~~(52~~11,~~573~~272	)		68116,~~289~~060			2,~~285~~349,~~504~~349
Net cash provided by financing activities:		1,~~863~~927,~~427~~272			681,~~289~~116,060			8,~~844~~908,~~270~~115
Effect of foreign exchange on transactions		(1144,~~951~~225	)		(1436,~~657~~453	)		(5991,~~151~~425	)
Net increase (decrease) in cash		~~578~~37,~~529~~535			(~~688~~547,~~067~~300	)		~~607~~66,~~875~~881
Cash at beginning of period		29,346			1,203,030			-
Cash and cash equivalents at end of period	$	~~607~~66,~~875~~881		$	~~514~~655,~~963~~730		$	~~607~~66,~~875~~881

SEE ACCOMPANYING NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

F-4

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in U.S. Dollars)

(Unaudited)

	Three months ended November 30,
	Six months ended February 28,
	2009		2008		May 12, 2006 (Date of Inception) to November 30, 2009
	2010		2009		May 12, 2006 (Date of Inception) to February 28, 2010
Supplemental schedule of cash flows:
Cash paid during the period for interest	$	-	$	-	$	-
Supplemental schedule of non-cash financing and investing activities:
Conversion of note payable to common stock	$	-	$	-	$	1,530,756
Total:	$	-	$	-	$	1,530,756

SEE ACCOMPANYING NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

F-5

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 1 - Nature and Continuance of Operations

(a)	Organization

Clean Power Technologies Inc. (the “Company”) was incorporated in the State of Nevada, United States of America on October 30, 2003 as Sphere of Language. On June 13, 2006, the Company changed its name to Clean Power Technologies Inc.

The Company incorporated Clean Energy and Power Solutions Inc. (“CEPS”) on May 12, 2006 in the State of Nevada as a wholly-owned subsidiary.

By agreement dated May 22, 2006, the Company agreed to issue 30,765,377 common shares for all the issued and outstanding common shares of Clean Power Technologies Inc. (“CPTI private”), a privately held company, incorporated on March 14, 2006 in the State of Nevada. CPTI private is developing a project for a gas/steam or diesel/steam hybrid technology. CPTI private has incorporated a wholly-owned subsidiary, Clean Power Technologies Limited, (“CPTL-UK”) a company based in, and incorporated under the laws of the United Kingdom on May 10, 2006, to carry on all its research and development. On April 24, 2006, CPTI private entered a research and development agreement to fund all future costs for research, development, patenting, licensing and marketing for an alternative hybrid fuel technology that combines diesel and steam and gas (petrol) and steam technologies for a 100% ownership of the technology and any associated intellectual rights (see Note 6). CPTI private and CEPS merged on June 20, 2006 with CEPS being the surviving entity. On July 10, 2006 CEPS became a wholly-owned subsidiary of the Company when the stockholders of CPTI private tendered their remaining shares.

The Company’s fiscal year-end is August 31.

(b)

Development Stage Activities

The Company is in the development stage and has not yet realized any revenues from its planned operations.

The primary operations of the Company are presently undertaken by CPTL-UK. Initially, the primary focus of the Company was to develop two vehicles in order to prove their concept. The first vehicle was to be a prototype to demonstrate the technology and the second vehicle was to be an engineered vehicle to be unveiled to the auto industry. In November 2007, the Company decided to re-prioritize its development program. While development on the automobiles continued, it was decided that the fastest route to market was to focus on the development of refrigeration units for grocery trucks. The Company has further identified other applications for its technology including its use on land fill sites and is primarily working on two initiatives for its technology at this time, refrigeration units and units to be utilized at land fill sites.

Note 2 - Interim Financial Statements

While the information presented in the accompanying ~~three~~six months to ~~November~~February 3028, ~~2009~~ 2010 interim consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with accounting principles generally accepted in the United States of America. It is suggested that these financial statements be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended August 31, 2009. Operating results for the six months ended February 28, 2010 are not necessarily indicative of the results that can be expected for the fiscal year ending August 31, 2010.

F-6

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note ~~2 Interim~~ ~~Financial~~3 ~~Statements (continued)~~- Summary of Significant Accounting Policies

Operating results for the three months ended November 30, 2009 are not necessarily indicative of the results that can be expected for the fiscal year ending August 31, 2010.

Note 3 Summary of Significant Accounting Policies

These interim consolidated financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

(a)	Principles of Consolidation

The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiaries CEPS and CPTL-UK. All inter-company transactions have been eliminated.

(b)	Development Stage Company

The Company is a development stage company as defined in ASC 915. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

(c)	Continuance of Operations

These interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At ~~November~~February 3028, ~~2009~~ 2010, the Company had not yet achieved profitable operations, has accumulated losses of $1617,~~748~~208,~~367~~ 331 since its inception, has negative working capital of $~~898~~1,~~981~~892,856 and expects to incur further losses in the development of its business. The Company is currently seeking additional financing opportunities.

(d)	Financial Instruments

Financial instruments, as defined in Accounting Standards Codification (“ASC”) 825-10-20 (pre-Codification Financial Accounting Standards (“FAS”) No. 107 Disclosures about Fair Value of Financial Instruments), consist of cash, evidence of ownership in an entity, and contracts that both (i) impose on one entity a contractual obligation to deliver cash or another financial instrument to a second entity, or to exchange other financial instruments on potentially unfavorable terms with the second entity, and (ii) conveys to that second entity a contractual right (a) to receive cash or another financial instrument from the first entity, or (b) to exchange other financial instruments on potentially favorable terms with the first entity. Accordingly, our financial instruments consist of cash and cash equivalents, ~~amounts~~accounts receivable, accounts payable, accrued liabilities, notes payable, derivative financial instruments, and convertible notes payable.

We carry cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities at historical costs; their respective estimated fair values approximate carrying values due to their current nature. We also carry notes payable and convertible debt at historical cost.

F-7

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 3 - Summary of Significant Accounting Policies (Continued)

(d)	Financial Instruments (Cont’d)

carry notes payable and convertible debt at historical cost; however, fair values of debt instruments are estimated for disclosure purposes (below) based upon the present value of the estimated cash flows at market interest rates applicable to similar instruments.

As of November 30, 2009, the estimated fair value and carrying value of our secured convertible notes payable is as follows:

Senior Secured Convertible Note Payable:		Carrying Value				Fair Value
$2,000,000 face value senior secured convertible note due July 10, 2010		$	(430,885	)		$	(2,065,551	)

Derivative financial instruments, as defined in ASC 815-10-15-83 Derivatives and Hedging (pre-Codification FAS No. 133 Accounting for Derivative Financial Instruments and Hedging Activities), consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts, such as debt financing arrangements, and freestanding warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by ASC 815, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

The following table summarizes the components of the derivative liabilities ~~as of November 30, 2009~~:

Our financing arrangements giving rise to derivative financial instruments:	Compound Embedded Derivative			Warrant Derivatives			Total Derivatives
	February 28, 2010			August 31, 2009
$2,000,000 face value senior secured convertible note due July 10, 2010	$	(1,072,449	)	$	(605,000	)	$	(1,677,449	)
Embedded derivative liability:
$1,000,000 common stock purchase agreement dated February 10, 2009		-			(19,770	)		(19,770	)
$2,000,000 face value secured convertible notes due July 10, 2010	$	(333,870	)	$	(779,193	)
$500,000 common stock purchase agreement dated October 2, 2009		-			(128,250	)		(128,250	)
Warrant liability:
$1,000,000 common stock purchase agreement dated October 16, 2009		-			(120,995	)		(120,995	)
$2,000,000 face value secured convertible notes due July 10, 2010	$	(362,143	)	$	(1,666,429	)
	$	(1,072,449	)	$	(874,015	)	$	(1,946,464	)
$1,000,000 common stock purchase agreement dated February 10, 2009		--			(744	)
$500,000 common stock purchase agreement dated October 2, 2009		(130,063	)		--
$1,000,000 common stock purchase agreement dated October 16, 2009		(100,830	)		--
	$	(593,036	)	$	(1,667,173	)

F-8

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 3 Summary of Significant Accounting Policies (Continued)

(d)	Financial Instruments (Cont’d)

~~We measure~~The ~~the~~following ~~fair~~table ~~value~~summarizes ~~of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with~~ the ~~objective~~number of ~~measuring~~common ~~fair~~shares ~~value.~~indexed In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes Merton option valuation technique, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, and risk free rates) necessary to ~~fair value these instruments. For complex derivative instruments, such as embedded conversion options, puts and redemption features embedded in hybrid debt instruments, we generally use~~ the Monte Carlo Simulation valuation technique because it embodies all of the requisite assumptions (including credit risk, interest-rate risk and exercise/conversion behaviors) that are necessary to fair value these more complex instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, we project and discount future cash flows applying probability-weightage to multiple possible outcomes. Estimating fair values of derivative financial instruments ~~requires the~~as ~~development~~ of ~~significant~~February ~~and subjective estimates that may~~28, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.2010:

The following table summarizes the effects on our income (expense) associated with changes in the fair values of our derivative financial instruments by type of financing for the three months ended November 30, 2009:

	Compound Embedded Derivatives		Warrant Derivatives			Total Derivatives
Our financing arrangement giving rise to derivative financial instruments and indexed shares:
$2,000,000 face value secured convertible notes due July 10, 2010		5,714,286		7,142,858			12,857,144
$1,000,000 common stock purchase agreement		--		2,777,778			2,777,778
Beginning balance, August 31, 2009		5,714,286		9,920,636			15,634,922

Adjustment to indexed shares:
Increase due to anti-dilution adjustment (1)		5,396,825		--			5,396,825

Granted:
$500,000 common stock purchase agreement dated October 2, 2009		--		3,125,000			3,125,000
$1,000,000 common stock purchase agreement dated October 16, 2009		--		4,481,308			4,481,308

Expired:
$1,000,000 common stock purchase agreement February 10, 2009		--		(2,777,778	)		(2,777,778	)

Ending balance, February 28, 2010		11,111,111		14,749,166			25,860,277

Our financing arrangement giving rise to derivative financial instruments and the income effects:	Compound Embedded Derivative			Warrant Derivatives			Total Derivatives
$2,000,000 face value senior secured convertible note due July 10, 2010	$	(293,256	)	$	1,061,429		$	768,173
$1,000,000 common stock purchase agreement dated February 10, 2009		-			(19,026	)		(19,026	)
$500,000 common stock purchase agreement dated October 2, 2009		-			142,313			142,313
$1,000,000 common stock purchase agreement dated October 16, 2009		-			41,228			41,228
	$	(293,256	)	$	1,225,944		$	932,688

(1) Due to full-ratchet anti-dilution provisions in the convertible note agreement, the conversion price decreased from $0.35 to $0.20 on October 2, 2009 when we entered into a financing with a price of $.20. This decrease in the conversion price increased the number of common shares indexed to the compound embedded derivative.

F-9

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 3 - Summary of Significant Accounting Policies (Continued)

(d)	Financial Instruments (Cont’d)

The following table summarizes the effects on our income (expense) associated with changes in the fair values of our derivative financial instruments by type of ~~financing~~ ~~for the three months ended November 30, 2008~~financing:

Our financing arrangement giving rise to derivative financial instruments and the income effects:	Compound Embedded Derivative			Warrant Derivatives			Total Derivatives
	Three months ended February 28,						Six months ended February 28,					May 12,2006 (Date of inception) to February 28,
$2,000,000 face value senior secured convertible note due July 10, 2010	$	940,100		$	1,036,187		$	1,976,287
	2010			2009			2010		2009			2010
Financing arrangement: $2,000,000 face value secured convertible notes due July 10, 2010
Compound Embedded derivative	$	738,579		$	183,988		$	445,323	$	1,124,087		$	1,215,875
Warrant derivatives		242,857			(21,330	)		1,304,286		1,014,858			2,407,714
$1,000,000 common stock purchase agreement dated February 10, 2009
Warrant derivatives		19,770			7,319			744		7,319			744,240
$500,000 common stock purchase agreement dated October 2, 2009
Warrant derivatives		(1,813	)		--			140,500		--			140,500
$1,000,000 common stock purchase agreement dated October 16, 2009
Warrant derivatives		20,165			--			61,393		--			61,393
Change in fair value of derivative		1,019,558			169,977			1,952,246		2,146,264			4,569,722
Day-one derivative losses:
Secured convertible notes due July 10, 2010		--			--			--		--			(2,541,192	)
Common stock purchase agreement dated February 10, 2009		--			(21,102	)		--		(21,102	)		(21,102	)
Total derivative income (expense)	$	1,019,558		$	148,875		$	1,952,246	$	2,125,162		$	2,007,428

~~The following~~Our ~~table~~derivative ~~summarizes~~liabilities ~~the~~as ~~effects~~of onFebruary 28, 2010 and our derivative income ~~(expense)~~during ~~associated~~the ~~with changes~~quarterly inperiod ~~the~~and ~~fair~~six ~~values~~months ofended ~~our~~February ~~derivative~~28, ~~financial~~2010 ~~instruments~~and from inception through ~~November~~February 3028, ~~2009~~2010 are significant to our consolidated financial statements. The magnitude of derivative income (expense) reflects the following:

Our financing arrangement giving rise to derivative financial instruments and the income effects:	Compound Embedded Derivative		Warrant Derivatives		Total Derivatives
$2,000,000 face value seniorsecured convertible note due July 10, 2010	$	477,296	$	2,164,857	$	2,642,153
$1,000,000 common stock purchase agreement dated February 10, 2009		-		724,470		724,470
$500,000 common stock purchase agreement dated October 2, 2009		-		142,313		142,313
$1,000,000 common stock purchase agreement dated October 16, 2009		-		41,228		41,228
	$	477,296	$	3,072,868	$	3,550,164
Day-one derivative losses:
$2,000,000 face value senior secured convertible note due July10, 2010						(2,541,192	)
$1,000,000 common stock purchase agreement dated February 10, 2009						(21,102	)
Total derivative income (expense):					$	987,870

The market price of our common stock, which significantly affects the fair value of our derivative financial instruments, experienced material price fluctuations. To illustrate, the closing price of our common stock decreased from $0.55 on July 10, 2008 to $0.14 on February 28, 2010. The lower stock price on February 28, 2010 had the effect of significantly decreasing the fair value of our derivative liabilities and, accordingly, we were required to adjust the derivatives to these lower values with charges to derivative income.

Our derivative liabilities as of November 30, 2009, our derivative gains during the quarterly period ended November 30, 2009 and our derivative income from inception through November 30, 2009 are significant to our consolidated financial statements. The magnitude of derivative income (expense) reflects the following:

· The market price of our common stock, which significantly affects the fair value of our derivative financial instruments, experienced material price fluctuations. To illustrate, the closing price of our common stock decreased from $0.55 on July 10, 2008 to $0.20 on November 30, 2009. The lower stock price on November 30, 2009 had the effect of significantly decreasing the fair value of our derivative liabilities and, accordingly, we were required to adjust the derivatives to these lower values with charges to derivative income.

F-10

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 3 - Summary of Significant Accounting Policies (Continued)

(d)	Financial Instruments (Cont’d)

· In connection with our accounting for the secured convertible note financing we encountered the unusual circumstance of a day-one derivative loss related to the recognition of derivative instruments arising from the arrangement. That means that the fair value of the bifurcated compound derivative and warrants exceeded the proceeds that we received from the arrangement and we were required to record a loss to record the derivative financial instruments at fair value. The loss that we recorded amounted to $2,541,192. We ~~did~~also ~~not~~encountered ~~enter~~a ~~into~~day-one ~~any~~loss ~~other~~of ~~financing~~$21,102 ~~arrangements~~in ~~during~~connection with our accounting for the ~~periods~~February ~~reported~~2009 Common Stock Purchase Agreement which represented the portion of the placement agent costs that ~~reflected~~were ~~day-one~~allocated ~~loss~~to the warrants.

~~The following~~We ~~table~~measure ~~summarizes~~the fair value of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the ~~number~~objective of ~~common~~measuring ~~shares~~fair ~~indexed~~value. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes Merton option valuation technique, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, and risk free rates) necessary to fair value these instruments. For complex derivative instruments, such as embedded conversion options, puts and redemption features embedded in hybrid debt instruments, we generally use the Monte Carlo Simulation valuation technique because it embodies all of the requisite assumptions (including credit risk, interest-rate risk and exercise/conversion behaviors) that are necessary to fair value these more complex instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, we project and discount future cash flows applying probability-weightage to multiple possible outcomes. Estimating fair values of derivative financial instruments asrequires the development of ~~November~~significant 30and subjective estimates that may, ~~2009:~~and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

Our financing arrangement giving rise to derivative financial instruments and indexed shares:	Compound Embedded Derivatives		Warrant Derivatives		Total Derivatives
$2,000,000 face value senior secured convertible note due July 10, 2010		10,000,000		7,142,858		17,142,858
$1,000,000 common stock purchase agreement dated February 10, 2009		-		2,777,778		2,777,778
$500,000 common stock purchase agreement dated October 2, 2009				3,125,000		3,125,000
$1,000,000 common stock purchase agreement dated October 16, 2009				4,481,308		4,481,308
		10,000,000		17,526,944		27,526,944

ASC 825-20 Registration Payment Arrangements (pre-Codification FASB Staff Position No. EITF 00-19-2 Accounting for Registration Payment Arrangements) provides for the exclusion of registration payment arrangements, such as the liquidated damage provisions that are included in the financing contracts underlying the convertible debt financing arrangements, from the consideration of classification of financial instruments. Rather, such registration payments are accounted for pursuant to ASC 450-20 Loss Contingencies (pre-Codification FAS No. 5 Accounting for Contingencies), which is our current accounting practice. That is, all registration payments will require recognition when they are both probable and reasonably estimable. As of February 28, 2010, our management concluded that registration payments are not probable.

ASC 825-20 Registration Payment Arrangements (pre-Codification FASB Staff Position No. EITF 00-19-2 Accounting for Registration Payment Arrangements) provides for the exclusion of registration payment arrangements, such as the liquidated damage provisions that are included in the financing contracts underlying the convertible debt financing arrangements, from the consideration of classification of financial instruments. Rather, such registration payments are accounted for pursuant to ASC 450-20 Loss Contingencies (pre-Codification FAS No. 5 Accounting for Contingencies), which is our current accounting practice. That is, all registration payments will require recognition when they are both probable and reasonably estimable. As of November 30, 2009, our management concluded that registration payments are not probable.

(e)	Use of Estimates in the preparation of the financial statements

The preparation of the Company's consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

F-11

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 4 - Amounts Receivable

Amounts receivable of $2355,~~503~~506 consists of refundable tax credits for the Value Added Tax (“VAT”) paid on purchases with respect to the operations of CPTL-UK in the United Kingdom. CPTL-UK files quarterly returns with respect to the VAT transactions.

Note 5 - Plant and Equipment

November 30, 2009

February 28, 2010

Cost

Accumulated Amortization

Net Book

Vehicles

105,719

(5864,~~846~~088

)

4641,~~873~~631

Machinery

~~765~~829,~~025~~531

(~~330~~375,~~518~~571

)

~~434~~453,~~507~~960

Computer and office equipment

~~291~~294,~~926~~825

(~~121~~135,~~741~~707

)

~~170~~159,~~185~~118

Leasehold improvements

~~312~~360,~~256~~865

(7793,~~092~~660

)

~~235~~267,~~164~~205

1,~~474~~590,~~926~~940

(~~588~~669,~~197~~026

)

~~886~~921,~~729~~914

Note 6 - Related Party Transactions

(a)

On April 24, 2006 CPTI entered a research and development agreement (the “Agreement”) to fund all future costs for research, development, patenting, licensing and marketing for an alternative hybrid fuel technology that combines diesel and steam and gas (petrol) and steam technologies for a 100% ownership of the technology and any associated intellectual rights with two directors and officers of CPTL-UK. Under the terms of the Agreement, the Company agreed to retain one director as the Company’s project director at a fee of £3,000 (US$5,972) per month for a period of 36 months commencing May 2006 and the second director as the Company’s project manager at a fee of £6,000 (US$11,945) per month for a period of 36 months commencing May 2006. During March 2008 the monthly fee for the project manager was increased to £10,000 (US$19,908). On August 8, 2008 the project director and the project manager resigned as directors of CPTL-UK. Concurrently, the project manager entered into a new employment agreement (the “Employment Agreement”) with the Company for a term of four (4) years. Under the terms of the Employment Agreement, from March 1, 2009 and on each subsequent anniversary during the term of the Employment Agreement, the project manager is entitled to an annual salary increase of 10%, as well as the following performance based compensation:

·	500,000 shares of common stock when the Refrigeration Compact Heat Exchanger (the “Refrigeration Unit”) for the grocery truck/trailer is successfully tested;

·	1,000,000 shares of common stock when the first Refrigeration Unit is commercially sold;

1,000,000 shares each time when the heat recovery system for the Marine application or An Auxiliary Steam Engine for Trucks or similar engines based on the Heat recovery and/or Steam technology is developed and commercially sold to the first customer;

1,000,000 shares of common stock when the first automobile which is developed on the heat recovery system is successfully tested and verified by the E.P.A; and

·	1,000,000 shares of common stock when the first automobile heat recovery system is commercially sold.

F-12

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 6 - Related Party Transactions (Continued)

On July 23, 2009 the Company determined it had successfully achieved the first benchmark in its development program whereby the Refrigeration Compact Heat Exchanger (the “Refrigeration Unit”) for the grocery truck/trailer was successfully tested. As a result, under the terms of Mr. Burn’s employment agreement, an expense totaling $275,000 to stock based compensation was recorded in the prior fiscal year, and the Company issued a total of 500,000 shares of the Company’s common stock on September 24, 2009.

Using the guidance provided in ASC 718 the Company has not recorded compensation cost in respect of these unearned performance-based awards as at ~~November~~February 3028, ~~2009~~2010 due to the uncertainty surrounding realization of the benefit of the awards.

On February 1, 2009, the Company entered into an addendum to accelerate the annual salary increase permitted under the contract upon achieving certain development benchmarks. As a result, starting March 1, 2009 Mr. Burn’s monthly salary was adjusted to a base of £12,100. During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010, Michael Burns, the project manager who is also a member of the Board of Directors of the Company and an officer of wholly-owned subsidiary CPTL-UK was paid $59117,~~386~~550 (£3672,~~300~~600) under the terms of his employment agreement.

Additionally under the terms of the original April 24, 2006 Agreement, the Company agreed to fund all future costs for research, development, patenting, licensing and marketing of the technology in exchange for the transfer of all rights and interests in technology to the Company. As payment for this technology, the Company’s subsidiary issued 2,000,000 shares of its common stock at $0.001, which shares were exchanged for 2,000,000 shares of the Company’s common stock. The Company also agreed to fund up to £2,000,000 (US$4,027,800) towards the development of the technology.

(b) On July 26, 2006, CPTL-UK entered into a three-year lease agreement with an officer of CPTL-UK to lease the office and laboratory premises. Upon expiration of the lease the officer agreed to continue to provide month to month use of the premises at a rate of £1,647.44 per month, plus certain taxes, until such time as a long-term lease can be negotiated. During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010, an expense of $1018,~~341~~236 (£611,~~321~~263) was charged as rent.

(c) Pursuant to an employment agreement dated May 22, 2008, between the Company and its CEO, Mr. Abdul Mitha, Mr. Mitha invoiced the Company $~~150~~300,000 with respect to his monthly salary obligation for the ~~three~~six month period ended ~~November~~February 3028, ~~2009~~2010. During the ~~three~~six month period Mr. Mitha didn’t receive any cash payments from the Company, leaving $~~649~~799,582 due and payable to Mr. Mitha in salary obligations as at ~~November~~February 3028, ~~2009~~2010, which is included Wages Payable - Related Party on the Company's balance sheet.

On July 23, 2009, the Company determined it had successfully achieved the first benchmark in its development program whereby the Refrigeration Compact Heat Exchanger (the “Refrigeration Unit”) for the grocery truck/trailer was successfully tested. Under the terms of Mr. Mitha’s employment contract, he is entitled to be issued 200,000 shares ~~to be issued~~ each time a formal test for an industry application is successful. As a result, an expense totalling $110,000 to stock based compensation was recorded in the prior fiscal year, and the Company issued a total of 200,000 shares of the Company’s common stock on September 24, 2009.

F-13

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 6 - Related Party Transactions (Continued):

During the ~~three~~six month period ended ~~November~~February 3028, ~~2009~~2010 Mr. Mitha advanced $~~128~~191,~~093~~ 938 (~~2008~~2009- $68116,~~289~~060) for operations, under the terms of a convertible debenture approved September 28, 2006 (the "Mitha Convertible Debenture"). InAs ~~respect~~at ofFebruary ~~these~~28, ~~advances~~2010, using the ~~Company~~guidance ~~did~~provided ~~not record~~in ~~amortization~~ASC of470-20-25, ~~loan~~we ~~discount~~evaluated ~~due~~the toconvertible ~~the~~debenture ~~fair~~arrangement ~~value~~and ofconcluded that the ~~common~~convertible ~~stock ($0.20)~~debenture isdoes ~~less~~not ~~than~~have ~~the~~an ~~exercise~~embedded ~~price~~beneficial ~~($0~~conversion feature.~~50)~~ ~~(2008~~As ~~- $32,433)~~such there was no discount applied to the convertible debt. During the ~~quarter~~six month ended ~~November~~February 3028, ~~2009~~2010, the Company made cash ~~payment~~payments to Mr. Mitha to retire $180,666 of the outstanding convertible debenture. AsAt atthe ~~November~~close 30of the fiscal year ended August 31, 2009, Mr. Mitha had advanced a total amount of $550,110 for operations under the ~~balance~~terms ~~sheet~~of ~~reflects~~the ~~notes~~Mitha ~~payable~~Convertible ~~to Mr~~Debenture. From receipt of initial loan proceeds in May 2007 and up to and including the period ended May 31, 2009, using the guidance provided in ASC 470-20-25, we evaluated the Mitha Convertible Debenture at each of ~~$439~~the respective reporting periods,~~885~~ and in such periods we concluded that the convertible debenture did have an embedded beneficial conversion feature. For each of these reporting periods, these embedded beneficial conversion features were valued separately on the date of issuance of each of the quarterly promissory notes, and have been recognized as additional paid-in-capital by allocating a portion of the proceeds equal to the intrinsic value of the feature. The intrinsic value is computed at the date of issuance of the promissory note by (1) calculating the difference between the conversion price and the fair value of the common stock (or other securities) into which ~~amount~~the ~~reflects~~security is convertible ~~loans~~and ~~totaling~~then ~~$516~~(2) multipying the number of shares into which the security is convertible. The resulting discount on the convertible debt is amortized to interest expense using the effective interest method,~~215~~ over the life of the debt instrument. During the quarterly period ended August 31, ~~net~~ 2009, using the guidance provided in ASC 470-20-25, we evaluated the convertible debenture arrangement and concluded that the convertible debenture did not have an ~~unamortized~~embedded beneficial conversion feature. As such there was no discount ofapplied ~~$76~~to the convertible debt during the three months ended August 31,~~330~~ 2009. The carrying value and terms of the aforementioned convertible notes are as follows:

(d) Commencing July 2008, the Company has entered into various stock purchase and secured financing agreements with the Quercus Trust, which entity became a related party to the Company effective February 2009, upon completion of a further stock purchase agreement. Mr. David Gelbaum, the trustee of the Quercus Trust, was appointed to the Board of Directors of the Company effective October 19, 2009. The Company's Board currently consists of four members, two of which are currently affiliates of the Quercus Trust. Presently the Quercus trust owns a total of 8,302,469 shares of the Company’s common stock and has an option to acquire a further 27,926,944 shares of the Company’s common stock at various prices, under the terms of various stock purchase and secured financing agreements. Refer to Notes 8 and 9 for additional details of all stock purchase and financing agreements.

	February 28, 2010
Face value due November 30, 2010	$	61,491
Face value due February 28, 2011		47,771
Face value due May 31, 2011		143,604
Face value due August 31, 2011		116,578
Face value due November 30, 2011		128,093
Face value due February 28, 2012		63,844
Total Convertible Debt, at face value		561,.381
Less: unamortized discount		(61,894	)
Carrying value	$	499,487

~~Note 7 Commitments~~The Mitha Converible Debenture bears interest at the rate of 8% per anuum. Any unpaid principal and accrued interst is due and payable 24 months following the issuance date of each quarterly promissory note. Interest expense recorded related to the amortization of debt discount and interest expense at the contractual rate was as follows:

F-14

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

February 28, 2010

(Stated in U.S. Dollars)

(Unaudited)

Note 6 - Related Party Transactions (Continued):

	Three months ended February 28,				Six months ended February 28,				May 12,2006 (Date of inception) to February 28,
	2010		2009		2010		2009		2010

Amortization of debt discount	$	14,436	$	49,821	$	30,695	$	95,588	$	263,231
Interest at contractual rate	$	10,218	$	9,949	$	20,275	$	18,646	$	110,729

During the six month period ended February 28, 2010, the Company accrued interest of $20,275 relating to all outstanding promissory notes under the Mitha Convertible Debenture. An amount of $528,384 reflected on the Company’s Balance Sheet as Due to Related Party includes the Carrying Value of $499,487 disclosed above, as well as all accrued interest to February 28, 2010 totalilng $28,897.

(d)

Commencing July 2008, the Company has entered into various stock purchase and secured financing agreements with the Quercus Trust, which entity became a related party to the Company effective February 2009, upon completion of a further stock purchase agreement. Mr. David Gelbaum, the trustee of the Quercus Trust, was appointed to the Board of Directors of the Company effective October 19, 2009. Presently the Quercus trust owns a total of 8,773,194 shares of the Company’s common stock and has an option to acquire a further 14,749,166 shares of the Company’s common stock at various prices, under the terms of various stock purchase and secured financing agreements. Refer to Notes 8 and 9 for additional details of all stock purchase and financing agreements. On February 24, 2010, Mr. David Gelbaum resigned from his position as a member of the Board of Directors of the Company. The Company's Board currently consists of three members, one of which is currently an affiliate of the Quercus Trust.

Note 7 - Commitments

(a)

The Company entered into a collaboration agreement dated October 11, 2006 for the development of a steam accumulator and other related technologies in partnership for use with the Company’s petrol (gas)/steam and diesel/steam hybrid technologies project. The agreement called for funding of approximately US$400,000 by the partner. As consideration, the Company was required to issue 4,000,000 common shares of the Company.

The agreement further provides that within 18 months from the first vehicle being publicly unveiled, the partner will have the option of either seeking cash reimbursement of its development costs from the Company or retaining the previously issued shares of common stock of the Company. Should the partner seek cash reimbursement then the partner shall return a total of 3,000,000 shares of common stock to the Company. Should development costs exceed US$400,000 then the Partner has the option to either receive cash reimbursement of the amount in excess of US$400,000 or to receive additional shares of the Company at a price to be negotiated. Should the Company be unable to reimburse the partner on any call for reimbursement as allowed under the collaboration agreement, the Company will transfer an equal share of the intellectual property to the Partner so that the Partner and the Company will own the intellectual property equally. On June 13, 2007, the Company issued a total of 4,000,000 shares of restricted Common Stock to Doosan Babcock Energy Ltd. (“Doosan”) pursuant to the terms and conditions of a subscription agreement, received May 21, 2007 (the “Subscription Agreement”). The Subscription Agreement was executed pursuant to the terms and conditions of that Collaboration Agreement entered into between the parties on October 11, 2006.

The Company provided an additional 100,000 common shares to Doosan, which were to be used at their discretion to reward any of their employees who had helped in the development of the technologies project. During the term of the collaboration agreement the Company determined to postpone indefinately further commercialization of the particular technology for which Doosan and the Company entered into the aforementioned collaboration agreement. As a result Doosan would incur no further development costs, and therefore, the Company has not recorded any further contingent liability in respect of the transaction. The term of the agreement was three years and it expired on October 11, 2009. Upon expiry of the agreement, all rights and obligations of the parties thereto terminate without any ~~liabiliity~~liability of any party to any other party, provided that the confidentiality ~~providions~~provisions contained in Section 10 and non-competition provisions contained in Section 11 survive termination. Any rights Doosan may have had to seek reimbursement for its share of development costs, or the Company may have had to elect to reimburse the development costs and thereby effect a return of 3,000,000 shares of common stock, are of no further force and effect. Due to the uncertainty surrounding probabley occurences which would trigger any one of the potential contingent events disclosed above, and the resulting inability to determine any loss contingency, the Company has not applied any further accounting treatment in respect of the above transaction. The Company has relied on the guidance provided in ASC 450-20 in making the determination that any further loss is remote.

F-1415

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 7 - Commitments (Continued)

(b) During the year ended August 31, 2007, the Company entered into an agreement with Abchurch Communications Limited to provide certain integrated financial and corporate communications services. Under the terms of the agreement, Abchurch will provide four (4) phases of services to assist the Company in securing a listing on the AIM Exchange in London. Fees payable under the agreement include a project fee of £40,000 (approximately U.S. $80,000), of which, the Company has remitted a total of £35,000 (approximately U.S. $70,000). The agreement also provided for quarterly consulting fees of £12,000 (approximately U.S. $24,400). The Company renegotiated the quarterly payments required under the contract effective April 1, 2008 whereby quarterly fees were reduced to £3,000 per month for the period January to March 2008, and thereafter to £2,000 per month for the remaining term of the contract. The Company terminated the contract on July 1, 2009. During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010 the Company has remitted a total of $3,895 in respect of the balance of fees outstanding up to the date of termination.

(c)

On July 28, 2008, the Company entered into an agreement with Mr. George McLaine whereby Mr. McLaine agreed to serve as a consultant to assist the Company with introductions to transportation companies in the Province of Alberta, Canada, and abroad with a purpose of locating collaborative partners to test the Company’s heat recovery systems in trucks and trailers. In consideration for this service, Mr. McLaine shall receive 32,000 shares of the Company’s common stock for each introduction that results in a collaboration agreement. Further, Mr. McLaine shall receive 25,000 shares of the Company’s common stock per annum for serving as a consultant to the Company. The contract is for a period of two (2) years and may be renewed by mutual consent. Mr. McLaine is to also receive a 30% commission for any advance purchase orders received on the advance deposit required of 1% of the total purchase or $100 per unit ordered. 32,000 shares were issued under the Company’s 2007 Stock Option and Stock Award Plan as of September 8, 2008. On July 28, 2009 under the terms of the agreement, Mr. McLaine reached his first service related benchmark and the Company expensed a total of $13,750 to stock based compensation in respect of an annual award of 25,000 shares of common stock. The shares were issued on September 24, 2009.

(d) On June 1, 2008, the Company’s subsidiary CPTL-UK entered into an employment contract with an IT specialist whereunder the employee will receive 25,000 shares of the Company’s common stock after the initial three (3) months, and 25,000 shares of the Company’s common stock each year on the anniversary of the completion of certain work projects up to a maximum of 100,000 shares. 25,000 shares were issued under the Company’s 2007 Stock Option and Award Plan as of September 8, 2008. As to the remaining 75,000 shares of common stock available for issue under the above-noted contract, due to the fact that they are service based awards, the Company has recognized a stock-based compensation expense which is being amortized over the period of service. On June 30, 2009, the Company issued the second service related award of 25,000 common shares and expensed an additional amount of $1,750 as stock based compensation to record the discrepancy between the market value of the common shares on the date of the original expense, and the market value of the shares on the issuance date. Refer to Note 910(ii) – Restricted Stock Awards for additional details.

(e)	On October 27, 2008 the Company’s subsidiary CPTL-UK entered into an employment agreement with Marco Cucinotta whereby Mr. Cucinotta will receive an annual salary of $146,475 (£90,000) as well as the following performance based compensation:

·	200,000 shares of the Company’s common stock on commencement of employment;

·	100,000 shares of the Company’s common stock on completion of the first complete system in test cell;

·	100,000 shares of the Company’s common stock on completion of the first truck based system;

·	100,000 shares of the Company’s common stock on sale of the first system; and

~~F-15~~· 100,000 shares of the Company’s common stock upon establishing a UK consultancy firm and generating £100,000 in gross revenue.

F-16

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 7 - Commitments (Continued)

· 100,000 shares of the Company’s common stock upon establishing a UK consultancy firm and generating £100,000 in gross revenue.

The Company issued a total of 200,000 shares in respect of the above agreement under its 2007 Stock Option and Award Plan as to 100,000 shares on January 9, 2009 and 100,000 shares on March 3, 2009, respectively. On July 23, 2009 the Company determined it had successfully achieved the first benchmark in its development program whereby the Refrigeration Compact Heat Exchanger (the “Refrigeration Unit”) for the grocery truck/trailer was successfully tested. As a result, under the terms of Mr. Cucinotta’s employment agreement, whereby he is entitled to receive 100,000 shares of the Company’s common stock on completion of the first complete system in test cell, the Company reserved 100,000 shares of the Company’s common stock and recorded an expense totalling $55,000 to stock based compensation during the fourth quarter of the current fiscal year. The shares were issued on September 24, 2009.

Using the guidance provided in ASC 718 the Company has not recorded compensation cost in respect of the unearned performance-based awards as at ~~November~~February 3028, ~~2009~~2010 due to the uncertainty surrounding realization of the benefit of the awards.

(f) In August 2008, the Company entered into a collaboration agreement with Voith Turbo Gmbh & Co. KG (~~the~~ “VTG”) to develop steam and heat energy recovery engines for Clean Power's proprietary heat recovery technology for refrigeration trailers for the grocery market. Under the terms of the collaboration agreement, Clean Power and ~~Voith~~VTG ~~Turbo GmbH & Co. KG~~ will analyse data from the testing of an existing refrigeration engine, results from which will be used to build and test a new engine that incorporates Clean Power's proprietary heat recovery technology. ~~Voith~~VTG is a multi-national company with significant interest in the development of expanders in engine and braking systems. As part of its own drive systems and components development programme ~~Voith~~VTG ~~Turbo GmbH & Co. KG~~ has already developed hybrid systems, waste recovery systems and expansion engines based on the internal combustion engine which is used on the road, on rail, on water and in other industries. Under the collaboration agreement, the VTG invoiced the Company USD $255,398 (EUR 178,500). On October 27, 2009, the Company paid off the invoiced amount.

(g) During the ~~three~~six ~~month~~months ended ~~November~~February 3028, ~~2009~~2010 and prior, the Company’s wholly-owned subsidiary CPTL-UK entered into various employment contracts which call for a total of 5,~~150~~475,000 shares of the Company’s common stock to be issued as stock awards upon completion of certain technology development benchmarks. On July 23, 2009, the first of these benchmarks was reached and the Company has recorded a stock based compensation expense totalling $330,000 as it relates to the issuance of 600,000 common shares. Using the guidance provided in ASC 718 the Company has not recorded compensation cost in respect of the remaining unearned performance-based awards as at ~~November~~February 3028, ~~2009~~2010. The Company has determined it is currently doubtful that employees will earn the right to benefit from the remaining awards. Additionally, under the above noted contracts the Company agreed to certain service based awards which shall be earned annually. In total the Company granted ~~500~~625,000 service-based awards, in respect of which the Company has recognized a stock-based compensation expense. Refer to Note 9 10(ii) – Restricted Stock Awards for additional details.

(h) Effective November 13, 2008 the Company entered into a five (5) year lease for office and warehouse space in a property located in New Haven, East Sussex, U.K., adjacent to its current leased facilities at an annual rate of $2422,~~771~~863 (£15,000) payable quarterly commencing March 2009. Concurrently the Company entered into an option to purchase the aforementioned property, exercisable March through August 2010, for a purchase price the greater of (i) the price stated in an Independent Valuation or (ii) £425,000 less any reductions previously specified and agreed in a former option agreement. During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010, the Company paid total $612,~~135~~143 (£37,~~750~~500) plus applicable taxes.

F-1617

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 7 - Commitments (Continued)

The lease payments for each of the five succeeding fiscal years are as follows:

2010		$ ~~18,578~~	11,432
2011	~~24,771~~		22,863
2012	~~24,771~~		22,863
2013	~~24,771~~		22,863
2014	~~4,129~~		3,810
Total:		$ ~~97,020~~	83,831

(i) On November 18, 2008 CPTL–UK entered into a six month renewable lease agreement for a corporate housing facility located in Surrey, United Kingdom for use by the Company’s CEO, Abdul Mitha. The lease called for monthly rent in the amount of $21,~~034~~905 (£1,250) plus applicable taxes and expired May 17, 2009. The lease was renewed subsequent to the quarter for a term of 12 months, expiring in May, 2010. During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010, the Company paid total $6,~~135~~072 (£3,750) plus applicable taxes and utilities. The lease payments for each of the two succeeding fiscal years are as follows:

2010	$ 125,~~386~~716
Total:	$ 125,~~386~~716

(j) Effective February 1, 2009 the Company entered into a six (6) year lease for office and warehouse space in a property located in New Haven, East Sussex, U.K., adjacent to its current leased facilities at an annual rate of $2624,~~416~~387 (£16,000) plus taxes and expenses, payable monthly in advance, commencing January 30, 2009. Concurrently the Company entered into an option to purchase the aforementioned property during the period April 30, 2014 through January 29, 2015, for a purchase price of £230,000. During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010, the Company paid total $612,~~544~~953 (£~~3999.99~~8,000) plus applicable taxes. The lease payments for each of the five succeeding fiscal years are as follows:

2010	~~$ 19,817~~	$	12,194
2011	~~26,422~~		24,387
2012	~~26,422~~		24,387
2013	~~26,422~~		24,387
After 2013	~~37,432~~		34,549
Total:	~~$ 136,515~~	$	119,904

F-1718

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 7 - Commitments (Continued)

(k)

On March 12, 2009 and May 5, 2009 the Company entered into two agreements with Gersten Savage LLP, the Company’s attorneys, in connection with the filing and prosecution of certain foreign patent applications with respect to the Unitary Engine and Reservoir Engine Inventions as well as additional refrigeration types; and, prosecution and filing of additional United States applications for the Reefer Control System, In-line Automotive Auxiliary Power System and Land-fill/Waste Heat Auxiliary Power Generation System. Under the terms of the retainer agreements, the Company agreed to pay fixed fees as follows:

$810,000 worth of the Company’s restricted common shares with a deemed value of $0.375 per share. The Company issued a total of 2,160,000 shares in full and final settlement of this provision and a total of $1,176,000, [$600,000 as to 1,200,000 common shares with a market value of $0.50 on the date of the agreement, and $576,000 as to 960,000 common shares with a market value of $0.60 on the date of the agreement], has been expensed in respect of the issuance of these shares on the Company’s income statement during the fiscal year 2009;

§ $450,000 in cash payments due under the March 12, 2009 agreement and $240,000 in cash payments due under the May 5, 2009 retainer agreement for a total of $690,000 in cash payments, which amount is payable as follows: $35,000 and $10,000, respectively, due upon signing of the individual retainer agreements; $15,000 per month commencing 120 days from March 12, 2009 and $7,500 per month commencing 120 days from May 5, 2009 until such time as the balance of the required cash amounts are settled in full. During the three months ended ~~November~~February 3028, ~~2009~~2010 the Company paid $45,000 in full in respect of the two retainer agreements;

§ During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010, the Company accrued expense totaling $~~110~~185,000 ~~expense~~ under the March 12, 2009 agreement and under the May 5, 2009 agreement. During the quarter, the Company didn’t make any cash payments.

§ During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010, Gersten Savage LLP invoiced the Company legal services fee related to general corporate matters for a total of $65115,~~444~~995. Gersten Savage LLP received payments against its outstanding fees totaling $85,000, leaving $94173,~~871~~422 due and payable to Gersten Savage LLP as at ~~November~~February 3028, ~~2009~~2010.

§	Under the terms of the retainer agreements the Company further agrees to grant piggyback registration and/or S-8 rights and shall include the Designees’ shares of restricted common stock in its next registration statement.

(l) On June 29, 2009 the Company entered into a five (5) year lease for additional office and warehouse space in a property located in New Haven, East Sussex, U.K., adjacent to its current leased facilities at an annual rate of $2422,~~771~~863 (£15,000) payable quarterly commencing June 2009. Concurrently the Company entered into an option to purchase the aforementioned property, exercisable June 2009 through December 2010, for a purchase price the greater of (i) the price stated in an Independent Valuation or (ii) £425,000 less any reductions previously specified and agreed in a former option agreement. During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010, the Company paid total $612,~~135~~143 (£37,~~750~~500) plus applicable taxes.

F-1819

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 7 - Commitments (Continued)

The lease payments for each of the five succeeding fiscal years are as follows:

2010	$	~~18,578~~$	11,432
2011	~~24,771~~		22,863
2012	~~24,771~~		22,863
2013	~~24,771~~		22,863
2014	~~20,643~~		19,052
Total:	$	~~113,534~~$	99,073

(m)

On July 17, 2009, the Company entered into a four months loan agreement (the “Note”) with an unrelated third party for the amount $84,000. The loan had an interest rate of 1% per month, payable in advance for the duration of the Note and deducted from the proceeds of the Note on funding. The Note was paid in full on November 10, 2009.

~~Note 8 Senior~~(n) ~~Secured~~On ~~Convertible~~December ~~Note Financing~~15, 2009 the Company entered into amendments to various employment contracts with the employees of the Company’s wholly-owned subsidiary, CPTL-UK, whereunder the terms of certain performance-based award benchmarks denoted in the contracts were unanimously amended from being granted upon “the sale of the first refrigeration based system” to “when 20 landfill systems are field tested (and the system is proven and is ready for commercialization) and an additional 10 engines to be built for future projects” in order to properly reflect the Company’s current commercialization focus. There were no changes to the amount of awards granted to any individual employee upon achieving this performance based benchmark.

~~Senior Secured Convertible~~ Note ~~consists~~8 of- ~~the~~Senior ~~following~~Secured ~~financing~~Convertible asNote ~~of November 30, 2009:~~Financing

		Carrying Value
8% face value $2,000,000 senior secured convertible note issued July 10, 2008 and due on July 10, 2010		$	(430,885	)

On July 10, 2008 we entered into a financing arrangement with The Quercus Trust. The financing arrangement involved the issuance of $2,000,000 of 8.0% secured convertible notes payable, due the earlier of July 10, 2010 or the date in which we complete a debt or equity financing resulting in gross proceeds exceeding $4.5 million (the “Funding”). If we consummate the Funding, the holder will be paid a 20% premium on the principal and interest due on the note. As of February 28, 2010 the Funding has not been completed. The secured convertible notes are convertible into our common shares, at the option of the holder, on the earlier of July 10, 2009 or upon effective registration of our common stock, based upon a fixed conversion price of $0.35 but are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than the conversion price. The secured convertible notes bear interest at the rate of 8% per year, payable annually. Interest is payable either in cash or, at our option, in shares of our common stock. The holder has the option to redeem the secured convertible notes for cash in the event of defaults and certain other contingent events, including default in payment of principal or interest, timely issuance of shares, cross default with other agreements, a change in control event and events related to the common stock into which the instrument was convertible, registration and listing (and maintenance thereof) of our common stock and filing of reports with the Securities and Exchange Commission (the “Default Put”). Upon an event of default, interest is payable at a default rate of 10% per year. If a change in control occurs, the holder may elect to have the note redeemed at 110% of the amount owed (the “Change in Control Put”) and it is payable in cash or stock, at our option. We have the option to redeem the note any time prior to July 10, 2009 at a 20% premium. In addition, we extended registration rights to the holder that requires registration and continuing effectiveness thereof for six months following the maturity of the note and warrants; we would be required to pay monthly liquidating damages of 1.0% for defaults under this provision.

On July 10, 2008 we entered into a financing arrangement with The Quercus Trust. The financing arrangement involved the issuance of a $2,000,000 of 8.0% senior secured convertible note payable, due July 10, 2010 plus warrants to purchase 4,285,715 (Class A Warrants) and 2,857,143 (Class B Warrants) shares of our common stock with strike prices of $0.60 and $0.80, respectively, for a period of five years from the date of issuance. The senior secured convertible note is convertible into our common shares based upon a fixed conversion price of $0.35 but is subject to fullF-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than the conversion price. The holder has the option to redeem the senior secured convertible note for cash in the event of defaults and certain other contingent events, including a change in control event and events related to the common stock into which the instrument was convertible, registration and listing (and maintenance thereof) of our common stock and filing of reports with the Securities and Exchange Commission (the “Default Put”). In addition, we extended registration rights to the holder that requires registration and continuing effectiveness thereof; we would be required to pay monthly liquidating damages of 1.0% for defaults under this provision.20

F-19

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 8 - Senior Secured Convertible Note Financing (Continued)

~~We received~~In ~~net~~conjunction ~~proceeds~~with ofthe $1secured convertible notes payable,~~815,000~~ ~~from~~we issued warrants to the ~~July~~investors 10to purchase 4,285,715 ~~2008~~(Class ~~financing arrangement.~~A ~~Incremental~~Warrants) and 2,857,143 ~~direct~~(Class ~~financing~~B ~~costs~~Warrants) shares of ~~$185~~our common stock and warrants to placement agents to purchase 342,~~000~~857 (~~including placement~~Class ~~agent~~A Warrants) and 228,571 (Class B Warrants). The Class A and Class B warrants ~~valued~~have atstrike prices of $~~221~~0.60 and $0.80,~~588~~ ~~using~~respectively, ~~the~~for ~~Black-Scholes~~a ~~Merton valuation~~period ~~technique)~~of ~~are~~five ~~included~~years infrom ~~deferred~~the ~~financing~~date ~~costs~~of ~~and~~issuance. The exercise prices are subject to ~~amortization~~ ~~using~~anti-dilution protection if we sell shares or share-indexed financing instruments at less than the ~~effective~~exercise ~~method~~price; however, at no time will the exercise price be less than $0.35. ~~Accumulated~~The ~~amortization~~warrants may be exercised no sooner than one year after the closing date of ~~deferred financing~~the ~~costs,~~transaction ~~which~~( isthe ~~included~~“Restricted Period”) and the holder may exercise up to the aggregate of 25% of its warrants in ~~interest~~the ~~expense,~~six ~~during~~months following the ~~current quarterly~~Restricted ~~period~~Period. After that time, ~~amounted~~the investor is free to ~~$130,767~~exercise all remaining warrants. A cashless exercise provision embodied in the warrant agreements operates as an explicit limit on the number of shares issuable upon exercise. The investor warrants are redeemable for cash only in the event that the Company is acquired in an all cash transaction.

InThe ~~our evaluation~~secured ~~of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional~~ convertible ~~instrument~~ ~~due~~notes ~~to the anti-dilution protection;~~ and itwarrants did not otherwise meet the conditions set forth in current accounting standards for equity classification. Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. We also concluded that the Default Put required bifurcation because, while puts on debt instruments are ~~generally considered~~secured ~~clearly~~by ~~and closely related to the host, the Default Put is indexed to certain events, noted above, that are not associated debt instruments. We combined~~ all ~~embedded features that required bifurcation into one compound instrument that is carried as a component~~ of ~~derivative liabilities. We determined that placement agent warrants met~~ the ~~conditions~~Company’s ~~for~~and ~~equity classification. However~~subsidiaries’ assets, ~~the~~excluding ~~investor~~accounts ~~warrants did not meet the conditions for equity classification. Therefore~~receivable, ~~the investor warrants are also required to be carried as a derivative liability~~inventory, atraw ~~fair~~materials ~~value.~~and ~~Derivative financial~~work ~~instruments~~in ~~are~~process ~~carried initially~~ and ~~subsequently~~any atproceeds ~~their fair values~~therefrom.

We received net proceeds of $1,815,000 from the July 10, 2008 financing arrangement. Incremental, direct financing costs of $185,000 were included in deferred financing costs and are subject to amortization using the effective method. Accumulated amortization of deferred financing costs, which is included in interest expense, amounted to $22,808 during the current quarter and $153,575 since inception.

In our evaluation of the financing arrangement, we concluded that the conversion features were not afforded the exemption as a conventional convertible instrument due to the anti-dilution protection and it did not otherwise meet the conditions set forth in current accounting standards for equity classification. In addition, upon the adoption of EITF 07-05 “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock” on January 1, 2009, financial instruments with anti-dilution protection features are not considered indexed to our Company’s stock for purposes of determining whether they meet the first part of the scope exception in ASC 815-10-15-74. Accordingly, they do not meet the conditions necessary to obtain equity classification and are required to be carried as derivative liabilities.

Since equity classification is not available for the conversion feature, we were required to bifurcate the embedded conversion feature and carry it as a derivative liability, at fair value. We also concluded that the Default Put and Change in Control Put require bifurcation because, while puts on debt instruments are generally considered clearly and closely related to the host, these Puts are indexed to certain events, noted above, that are not associated debt instruments. We combined all embedded features that required bifurcation into one compound instrument that is carried as a component of derivative liabilities. Derivative financial instruments are carried initially and subsequently at their fair values.

The investor warrants issued in the financing transaction contain redemption provisions which are contingent on the Company being acquired in a cash transaction. According to the terms of the warrant agreements, if the Company is acquired in an all cash transaction, we must pay the Holder cash equal to the value of the warrant as determined by the Black-Scholes option pricing formula on the date of transaction. Since our trading market price is an input into the Black Scholes option pricing formula, future changes in the value of our common stock will affect the amount that could be paid; however, the amount is not determinable unless the transaction occurs. A change in control is considered to be outside of management’s control, accordingly, the settlement alternative is considered to be outside the Company’s control.

F-21

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

February 28, 2010

(Stated in U.S. Dollars)

(Unaudited)

Note 8 - Senior Secured Convertible Note Financing (Continued)

The investor warrants issued in the financing transaction are call options that include a written put since the holder may put the warrants to the Company for assets similar to those that the common holders in an all cash acquisition would receive. FASB ASC 480 provides that if a freestanding instrument is composed of a written call option and a written put option, the existence of the written call option does not affect the classification. As a result, a puttable warrant is a liability because it embodies an obligation indexed to an obligation to repurchase the issuer's shares and may require a transfer of assets. Accordingly, we concluded that the investor warrants require liability classification and must be recorded at fair value each reporting period.

The shares underlying the placement agent warrants are not subject to the anti-dilution or redemption provisions. Accordingly, the placement agent warrants were afforded equity classification.

The discount on the Secured Convertible Debt is being amortized to interest expense using the effective interest method, over the life of the debt instrument. The carrying value of the financing is as follows:

	February 28, 2010
Secured Convertible Notes, at face value	$	2,000,000
Less: unamortized discount		(1,233,766	)
Carrying value	$	766,234

The Secured Convertible Debt bears interest at the rate of 8% per year, payable annually. Interest expense recorded related to the amortization of debt discount and interest expense at the contractual rate were as follows:

	Three months ended February 28,				Six months ended February 28,				May 12,2006 (Date of inception) to February 28,
	2010		2009		2010		2009		2010

Amortization of debt discount	$	146,768	$	14,677	$	229,303	$	52,393	$	766,234
Interest at contractual rate	$	39,451	$	39,451	$	78,904	$	78,904	$	262,594

We paid our annual interest payment of $160,000 on July 9, 2009 resulting in accrued interest of $102,594 as of February 28, 2010.

We estimated the fair value of the compound derivative on the inception dates, and subsequently, using the Monte Carlo Simulation valuation technique, because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex compound derivative instruments. We estimated the fair value of the warrants on the inception dates, and subsequently, using the Black-Scholes Merton valuation technique, adjusted for the effect of dilution, because that technique embodies all of the assumptions (including, volatility, expected terms, and risk free rates) that are necessary to fair value freestanding warrants.

~~The following tabular presentation sets forth the derivative fair values as of the inception date of the financing transaction, November 30, 2008 and November 30, 2009:~~F-22

	Compound Embedded Derivatives			Warrant Derivative			Total Derivatives
Inception date (July 10, 2008)	$	(1,549,746	)	$	(2,769,857	)	$	(4,319,603	)
November 30, 2008	$	(992,902	)	$	(2,335,813	)	$	(3,328,715	)
November 30, 2009	$	(1,072,449	)	$	(605,000	)	$	(1,667,449	)

Information and significant assumptions embodied in our valuations (including ranges for certain assumptions during the subject periods that instruments were outstanding) as of the inception date of the financing are illustrated in the following tables:

	Compound Embedded Derivative
$2,000,000 face value senior secured convertible note due July 10, 2010
Conversion price	$	0.35
Volatility		78.96	%
Equivalent term (years)		1.82
Credit-risk adjusted yield		8.50	%
Interest-risk adjusted rate		9.48	%
Dividends		-

F-20

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 8 - Senior Secured Convertible Note Financing (Continued)

	Class A Warrant Derivative			Class B Warrant Derivative
Warrants to purchase common stock:
Strike price	$	0.60		$	0.80
Volatility		98.83	%		98.83	%
Term (years)		5.00			5.00
Risk-free rate		3.10	%		3.10	%
Dividends		-			-

The following tabular presentation sets forth the derivative fair values as of the inception date of the financing transaction, August 31, 2009 and February 28, 2010:

Information and significant assumptions embodied in our valuations (including ranges for certain assumptions during the subject periods that instruments were outstanding) as of November 30, 2009 and August 31, 2009, respectively, are illustrated in the following tables:

	Compound Embedded Derivatives			Warrant Derivative			Total Derivatives
Inception date (July 10, 2008)	$	(1,549,746	)	$	(2,769,857	)	$	(4,319,603	)
August 31, 2009	$	(779,193	)	$	(1,666,429	)	$	(2,445,622	)
February 28, 2010	$	(333,870	)	$	(362,143	)	$	(696,013	)

Compound Embedded Derivative	November 30, 2009			August 31, 2009
$2,000,000 face value senior secured convertible note due July 10, 2010:
Conversion price (1)	$	0.20		$	0.35
Volatility		200.13	%		63.88	%
Equivalent term (years)		0.60			0.855
Credit-risk adjusted yield		7.95	%		9.28	%
Interest-risk adjusted rate		8.00	%		7.14	%
Dividends		-			-

Information and significant assumptions embodied in our valuations (including equivalent amounts across ranges of simulations resulting from the calculations) are illustrated in the following tables:

	Compound Embedded Derivative
	Inception			August 31, 2009			February 28, 2010
$2,000,000 face value secured convertible notes due July 10, 2010:
Conversion price (1)	$	0.35		$	0.35		$	0.20
Effective conversion price (2)	$	0.35		$	0.35		$	0.18
Volatility		72.14% - 87.52	%		24.56% - 94.29	%		123.17% - 139.82	%
Term (years)		2.00			.858			.362
Credit-risk adjusted yield		7.13% - 10.39	%		9.28	%		7.42	%
Interest-risk adjusted rate		9.19% - 9.68	%		5.94% - 8.00	%		8.00	%
Dividends		--			--			--

Equivalent volatility (3)		78.96	%		63.88	%		130.42	%
Equivalent term (years) (3)		1.82			0.855			.361
Equivalent credit-risk adjusted yield (3)		8.50	%		9.28	%		7.42	%
Equivalent interest-risk adjusted rate (3)		9.48	%		7.14	%		8.00	%

(1)	Due to full-ratchet anti-dilution provisions in the convertible note agreement, the conversion price decreased from $0.35 to $0.20 on October 2, 2009 when we entered into a financing with a price of $.20.

	November 30, 2009						August 31, 2009
	Class A Warrant Derivative			Class B Warrant Derivative			Class A Warrant Derivative			Class B Warrant Derivative
Warrants to purchase common stock:
Strike price (1)	$	0.35		$	0.35		$	0.45		$	0.45
Volatility		98.45	%		98.45	%		88.39	%		88.39	%
Term (years)		3.61			3.61			3.86			3.86
Risk-free rate		2.01	%		2.01	%		2.39	%		2.39	%
Dividends		--			--			--			--

(2)	The effective conversion price embodies the value of the anti-dilution provisions.

(13) The ~~strike~~ ~~prices~~application of the ~~Class~~Monte ACarlo ~~and~~Simulation ~~Class~~technique Bcontemplates ~~Warrants~~multiple ~~were~~inputs ~~reduced~~corresponding ~~from~~to ~~their contractual~~estimated ~~strike~~redemption ~~prices~~intervals ofwhich ~~$0.60~~allow ~~and~~the ~~$0.80,~~technique ~~respectively,~~to ~~because~~simulate ~~the~~outcomes ~~warrant agreements~~along ~~contain~~specific ~~down-round~~paths. ~~protection~~The ~~features~~equivalent ~~and~~assumptions weare ~~subsequently~~an ~~issued warrants~~output ~~with~~of athe ~~lower~~valuation ~~strike~~model ~~price.~~which ~~According~~represents to the ~~terms~~average ofover the ~~warrant agreements,~~multiple ~~the~~paths ~~adjustment~~calculated toby the ~~strike~~model ~~price~~when ~~related~~computing tothe ~~down-round~~fair ~~protection features~~value ~~cannot~~of bethe ~~reduced~~compound ~~lower~~embedded ~~than $~~derivative.~~35.~~

~~Note 9 Common Stock Purchase Agreement~~F-23

F-21

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note ~~9 Common~~ ~~Stock~~8 ~~Purchase~~- ~~Agreement~~ Senior Secured Convertible Note Financing (Continued)

The second tranche was to occur upon the achievement of certain technological milestones at a purchase price of $0.45 per share for an aggregate amount of $2,000,000.

	Inception						August 31, 2009						February 28, 2010
	Class A Warrant Derivative			Class B Warrant Derivative			Class A Warrant Derivative			Class B Warrant Derivative			Class A Warrant Derivative			Class B Warrant Derivative
Warrants to purchase common stock:
Strike price (1)	$	0.60		$	0.80		$	0.45		$	0.45		$	0.35		$	0.35
Volatility		98.83	%		98.83	%		88.39	%		88.39	%		102.26	%		102.26	%
Term (years)		5.00			5.00			3.86			3.86			3.36			3.36
Risk-free rate		3.10	%		3.10	%		2.39	%		2.39	%		1.36	%		1.36	%
Dividends		--			--			--			--			--			--

~~In connection~~(1) ~~with~~The ~~the~~strikes ~~February~~price ~~10,~~of ~~2009 financing,~~ the ~~placement~~Class ~~agent received warrants to purchase 133,333 (Agent Series~~ A ~~Warrants)~~ and ~~88,889~~Class ~~(Agent Series~~ B Warrants) ~~shares~~were ofreduced ~~our~~from ~~common~~their ~~stock~~contractual ~~with~~ strike prices of $0.60 and $0.8580, respectively, ~~for~~because ~~a period of one year from~~ the ~~date~~warrant ofagreements ~~issuance.~~contain Wedown-round ~~received gross~~protection ~~proceeds~~features ofand ~~$1,000,000~~we ~~from~~subsequently ~~the~~issued ~~investors. Incremental, direct financing costs (placement agent~~ warrants ~~valued at $55,129) were allocated to the common stock and warrants based on their relative fair values in accordance~~ with ~~ASC 470-20-25-2~~a ~~Debt Instruments~~lower ~~with~~strike ~~Detachable Warrants (pre-Codification Accounting Principles Board Opinion No~~price. ~~14 Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants).~~ In ~~connection~~accordance with ~~our~~ ~~accounting for~~ the ~~Common~~terms ~~Stock~~of ~~Purchase~~the ~~Agreement~~warrant weagreements, ~~recorded~~the aadjustment ~~day-one derivative loss related~~ to the ~~portion~~strike ofprice ~~the~~related ~~placement~~to ~~agent~~down-round ~~costs~~protection ~~that~~features ~~were allocated~~was limited to ~~the warrants~~$.35

Note 9 - Common Stock Purchase Agreement

On February 10, 2009 we entered into a stock purchase agreement with The Quercus Trust which provided for the purchase of shares of Common Stock in two tranches. The first tranche occurred on February 10, 2009 in which 2,222,222 shares of Common Stock were sold for gross proceeds of $1,000,000 at a price of $0.45 per share plus warrants to purchase 1,666,667 (Investor Class A Warrants) and 1,111,111 (Investor Class B Warrants) shares of our common stock with strike prices of $0.60 and $0.85, respectively, for a period of one year from the date of issuance. The second tranche was to occur upon the achievement of certain technological milestones at a purchase price of $0.45 per share for an aggregate amount of $2,000,000. On February 10, 2010, the Investor Class A Warrants and Investor Class B Warrants expired.

In connection with the February 10, 2009 financing, the placement agent received warrants to purchase 133,333 (Agent Class A Warrants) and 88,889 (Agent Class B Warrants) shares of our common stock with strike prices of $0.60 and $0.85, respectively, for a period of one year from the date of issuance. We received gross proceeds of $1,000,000 from the investors. Incremental, direct financing costs (placement agent warrants valued at $55,129) were allocated to the common stock and warrants based on their relative fair values in accordance with ASC 470-20-25-2 Debt Instruments with Detachable Warrants (pre-Codification Accounting Principles Board Opinion No. 14 Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants). In connection with our accounting for the Common Stock Purchase Agreement we recorded a day-one derivative loss related to the portion of the placement agent costs that were allocated to the warrants. On February 10, 2010, the Agent Class A Warrants and Agent Class B Warrants expired.

F-24

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

February 28, 2010

(Stated in U.S. Dollars)

(Unaudited)

Note 9 - Common Stock Purchase Agreement (Continued)

In addition, we extended registration rights to the holder that requires registration within 6 months from inception and filing of a registration statement for any new filings within 90 days; we would be required to pay monthly liquidating damages of 1.0% for defaults under this provision. The warrants are secured by all of the Company’s and subsidiaries’ assets, excluding accounts receivable, inventory, raw materials and work in process and any proceeds therefrom.

The following table illustrates how the proceeds arising from the stock purchase agreement were allocated on the inception date:

Classification	Allocation
Day-one derivative loss	$	(21,103	)
Common Stock (par value)		2,222
Paid-in Capital (Common Stock)		274,641
Derivative Liabilities (Warrants)		744,240
Proceeds	$	1,000,000

In our evaluation of the purchase transaction, we concluded that the Common Stock issued met equity classification. There were no terms and conditions associated with the Common Stock that warranted classification outside of stockholders’ equity pursuant to either ASC 480-10 Distinguishing Liabilities from Equity (pre-Codification FAS No. 150 Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity) or ASC 480-10-S99-3A SEC Staff Announcement: Classification and Measurement of Redeemable Securities (pre-Codification Emerging Issues Task Force Consensus No. D-98 Classification and Measurement of Redeemable Securities). ~~However,~~The ~~the~~warrants ~~investor~~were ~~warrants~~classified ~~and agent~~as ~~warrants~~liabilities ~~did~~pursuant ~~not~~to ~~meet~~FASB ASC 480, and the ~~conditions~~implementation ~~for~~guidance ~~equity~~in ~~classification.~~FASB ~~The warrant contracts embody~~ASC 480-10-55 because they include a provision that ~~resulted~~if inwe enter into an all cash consolidation or merger of the Company, the holder may put the warrants ~~falling~~to ~~within~~us for assets similar to those that the ~~scope~~common ofholders ~~ASC 480-10~~in such transaction would receive. Although the redemption event is conditional in nature, the standards require liability classification as a written put warrant under ASC 480-10 and the warrants must be recorded at fair value each reporting period.

The warrants expired on February 10, 2010. Information and significant assumptions embodied in our valuations ~~(including~~at ~~ranges~~inception ~~for certain~~and ~~assumptions~~year ~~during~~end ~~the~~(including ~~subject~~equivalent ~~periods~~amounts ~~that~~across ~~instruments~~ranges ~~were outstanding) as~~ of ~~November~~simulations ~~30,~~resulting ~~2009~~from ~~and~~the ~~August 31~~calculations), ~~2009, respectively,~~ are illustrated in the following tables:

	November 30, 2009						August 31, 2009
	Inception						August 31, 2009
	Series A Warrant Derivative			Series B Warrant Derivative			Series A Warrant Derivative			Series B Warrant Derivative
	Class A Warrant Derivative			Class B Warrant Derivative			Class A Warrant Derivative			Class B Warrant Derivative
Warrants to purchase common stock:
Strike price	$	0.45		$	0.45		$	0.60		$	0.85
Effective Strike price	$	0.60		$	0.85		$	0.60		$	0.85
Volatility		~~185~~161.7385	%		~~185~~161.7385	%		38.45	%		38.45	%
Term (years)		01.2000			01.2000			0.45			0.45
Risk-free rate		0.0660	%		0.0660	%		0.24	%		0.24	%
Dividends		--			--			--			--

F-2225

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 9 - Common Stock Purchase Agreement (Continued)

On October 2, 2009, we amended the stock purchase agreement to provide for (i) the initial purchase of 2,500,000 shares of our common stock at a price of $0.20 per share plus the issuance of warrants to purchase 1,875,000 shares of common stock at $0.27 and 1,250,000 warrants to purchase common stock at $0.38 to take place on October 2, 2009 and (ii) the purchase and sale of an additional 1,111,111 shares of common stock at $0.45 upon the attainment of certain technological milestones and (iii) the purchase and sale of 2,469,136 shares of common stock at a purchase price of $0.405 plus the issuance of warrants to purchase 1,857,852 shares of common stock with a strike price of $0.54 and 1,234,568 warrants to purchase common stock with a strike price of $0.77 upon the acceptance of a fifth member of the Company’s Board of Directors. The technological milestone and board member acceptance both took place on October 16, 2009 at which time the stock purchase agreement was amended a second time to include the issuance of additional warrants indexed to 833,333 shares of common stock with a strike price of $0.60 and warrants indexed to 555,555 shares of common stock with a strike price of $0.85. The warrants issued on October 2, 2009 and October 16, 2009 each had a one year term. The exercise prices are subject to adjustment for down-round, anti-dilution protection. Accordingly, if we sell common stock or common share indexed financial instruments below the stated exercise price, the warrant exercise price adjusts to a lower amount based on the following formula: the amount received for the new share of common stock, multiplied by a fraction, the numerator which is the stated exercise price and the denominator which is the purchase price per share paid by the purchaser for the common stock related to the warrants, provided that the exercise price may not be adjusted to lower than $0.16 or $0.21 for the 1,875,000, ~~and~~ 1,250,000 warrants issued on October 2, 2009, respectively and $0.45 for the warrants issued on October 16, 2009.

InThe ~~our evaluation~~warrants ofcontain ~~the~~cashless ~~October~~exercise ~~2009~~provisions, ~~purchase~~registration ~~transactions~~rights, wesecurity ~~concluded~~interests ~~that~~and ~~the there~~contingent ~~were~~redemption nofeatures ~~terms~~similar orto ~~conditions associated with~~ the ~~Common stock that warranted classification outside of stockholder’s equity. The investor~~ warrants issued in ~~the~~February ~~October~~ 2009 ~~transactions contained a conditional redemption provision which resulted in the warrants falling within the scope of ASC 480-10 and liability classification was required~~. ~~The following table illustrates how the proceeds arising from the October 2009 amended stock purchase agreements were allocated on the inception date:~~

Classification	October 2, 2009 Allocation		October 16, 2009 Allocation
Common Stock (par value)	$	229	$	1,338
Paid-in Capital (Common Stock)		229,208		1,336,439
Derivative Liabilities (Warrants)		270,563		162,223
Proceeds	$	500,000	$	1,500,000

In our evaluation of the October 2009 purchase transactions, we concluded that the there were no terms or conditions associated with the Common stock that warranted classification outside of stockholder’s equity. The warrants issued in the October 2009 transactions required liability classification as a written put warrant under ASC 480-10 due to the conditional redemption provision.

~~Information and~~The ~~significant~~following ~~assumptions~~table ~~embodied~~illustrates inhow ~~our valuations (including ranges for certain assumptions during~~ the ~~subject~~proceeds ~~periods~~arising ~~that~~from ~~instruments were outstanding) of~~ the ~~warrants issued in the~~ October 2, 2009 ~~transaction~~amended asstock ~~of their~~purchase ~~inception~~agreements ~~dates~~were ~~and~~allocated ~~November~~on ~~30, 2009 are illustrated in~~ the ~~following tables~~inception date:

	October 2 ,2009						November 30, 2009
Classification	October 2, 2009			October 16, 2009
Warrants to purchase common stock:
	Allocation			Allocation
Common shares indexed		1,875,000			1,250,000			1,875,000			1,250,000
Common Stock (par value)	$	229		$	1,338
Strike price	$	0.27		$	0.38		$	0.27		$	0.38
Paid-in Capital (Common Stock)		229,208			1,336,439
Volatility		108.06	%		108.06	%		135.11	%		135.11	%
Derivative Liabilities (Warrants)		270,563			162,223
Term (years)		1.00			0.84			1.00			0.84
Proceeds	$	500,000		$	1,500,000
Risk-free rate		0.37	%		0.37	%		0.27	%		0.27	%
Dividends		--			--			--			--

F-2326

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 9 - Common Stock Purchase Agreement (Continued)

Information and significant assumptions embodied in our valuations (including ranges for certain assumptions during the subject periods that instruments were outstanding) of the warrants issued in the October 162, 2009 transaction as of their inception dates and ~~November~~February 3028, ~~2009~~2010 are illustrated in the following tables:

	October 16 ,2009
	Inception						February 28, 2010
Warrants to purchase common stock:
Common shares indexed		1,~~857~~875,~~852~~000			~~833~~1,~~333~~250,000			1,~~234~~875,~~568~~000			~~555~~1,~~555~~250,000
Adjusted strike price (a)	$	0.45		$	0.45		$	0.45		$	0.45
Effective strike price (1)	$	0.27		$	0.38		$	0.19		$	0.27
Volatility		~~123~~108.5406	%		~~123~~108.5406	%		~~123~~190.5455	%		~~123~~190.5455	%
Term (years)		10.0084			10.0084			10.0059			10.0059
Risk-free rate		0.3637	%		0.3637	%		0.3619	%		0.3619	%
Dividends		--			--			--			--

	November 30 ,2009
Warrants to purchase common stock:
Common shares indexed		1,857,852			833,333			1,234,568			555,555
Adjusted strike price (a)	$	0.45		$	0.45		$	0.45		$	0.45
Volatility		132.04	%		132.04	%		132.04	%		132.04	%
Term (years)		.88			.88			.88			.88
Risk-free rate		0.27	%		0.27	%		0.27	%		0.27	%
Dividends		--			--

(1) The effective strike price embodies the value of the anti-dilution provisions.

~~(a) Due~~Information ~~to down-round~~and ~~protection~~significant ~~features~~assumptions embodied in our valuations of the ~~warrant~~warrants ~~agreements,~~issued in the ~~exercise~~October ~~price adjustment~~16, ~~floor~~2009 transaction as of ~~$0.45~~their ~~was~~inception ~~used~~dates toand ~~calculate~~February ~~the~~28, ~~fair~~2010 ~~value~~are ofillustrated in the ~~warrants.~~ following tables:

ASC 820-10-55-62 Fair Value Measurements and Disclosures (pre Codification FAS No. 157 Fair Value Measurements) provides that for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period, a reconciliation is required of the beginning and ending balances. The reconciliation of our derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of November 30, 2009 is as follows:

	October 16 ,2009
Warrants to purchase common stock:
Common shares indexed		1,857,852			833,333			1,234,568			555,555
Effective strike price (1)	$	0.45		$	0.45		$	0.45		$	0.46
Volatility		123.54	%		123.54	%		123.54	%		123.54	%
Term (years)		1.00			1.00			1.00			1.00
Risk-free rate		0.36	%		0.36	%		0.36	%		0.36	%
Dividends		--			--			--			--

	February 28, 2010
Warrants to purchase common stock:
Common shares indexed		1,857,852			833,333			1,234,568			555,555
Effective strike price (1)	$	0.45		$	0.45		$	0.45		$	0.45
Volatility		184.48	%		184.48	%		184.48	%		184.48	%
Term (years)		.63			.63			.63			.63
Risk-free rate		0.19	%		0.19	%		0.19	%		0.19	%
Dividends		--			--			--			--

	Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3)
	Compound Embedded Derivative			Warrant Derivative			Total
Beginning balance, August 31, 2009	$	(779,193	)	$	(1,667,173	)	$	(2,446,366	)
Total (gains) or losses included in earnings		(293,256	)		1,225,944			932,688
Issuances:
Warrants issued in conjunction with October 2, 2009 common stock purchase agreement					(270,563	)		(270,563	)
Warrants issued in conjunction with October 16, 2009 common stock purchase agreement					(162,223	)		(162,223	)
Ending balance, November 30, 2009	$	(1,072,449	)	$	( 874,015	)	$	(1,946,464	)

(1) Due to down-round protection features in the warrant agreements, the exercise price adjustment floor of $0.45 was used to calculate the fair value of the warrants.

F-2427

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 10 9 - Common Stock Purchase Agreement (Continued)

ASC 820-10-55-62 Fair Value Measurements and Disclosures (pre Codification FAS No. 157 Fair Value Measurements) provides that for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) ~~During~~during the ~~three~~period, ~~months~~a ~~ended~~reconciliation ~~November~~is ~~30,~~required ~~2009,~~of the ~~Company~~beginning ~~issued~~and ~~shares~~ending balances. The reconciliation of ~~common~~our ~~stock~~derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of November 30, 2009 is as follows:

(i) 300,000 shares to employees and consultant as compensation for services rendered.

	Fair Value Measurements Using
	Significant Unobservable Inputs
	(Level 3)
	Compound Embedded Derivative			Warrant Derivative			Total
Beginning balance, August 31, 2009	$	( 779,193	)	$	(1,667,173	)	$	(2,446,366	)
Total (gains) or losses included in earnings		( 293,256	)		1,225,944			932,688
Issuances:
Warrants issued in conjunction with October 2, 2009 common stock purchase agreement					( 270,563	)		( 270,563	)
Warrants issued in conjunction with October 16, 2009 common stock purchase agreement					( 162,223	)		( 162,223	)
Ending balance, November 30, 2009		(1,072,449	)		( 874,015	)		(1,946,464	)

Total (gains) or losses included in earnings		738,579			280,979			1,019,558

Ending balance, February 28, 2010	$	( 333,870	)	$	( 593,036	)	$	( 926,906	)

~~(ii)~~Note ~~15,000~~10 ~~shares~~- toCommon ~~employees under a~~ Stock ~~Option and Award Plan as compensation for services rendered.~~

(a)	During the six months ended February 28, 2010, the Company issued shares of common stock as follows:

(i)	410,000 shares to employees and consultant as compensation for services rendered.

(ii)	45,000 shares to employees under a Stock Option and Award Plan as compensation for services rendered.

(iii)

825,000 shares, which had been previously reserved for issuance, as described above in Note 6 (a) & (c) and Note 7 (c) & (e) to the consolidated notes to the financial statements,

(iv)	6,080,247 shares in respect of a common stock purchase agreement. Refer to Note 9 – Stock Purchase Agreement, above.

F-28

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

February 28, 2010

(Stated in U.S. Dollars)

(Unaudited)

Note 10 Common Stock (Continued)

(b)	Stock-based compensation:

(i)	Executive stock options

On May 22, 2008, the Board of Directors approved an Employment Agreement (the “Agreement”) with Mr. Abdul Mitha, a director and executive officer of the Company. Under the terms of the Agreement, the Company has agreed to enter into a stock option agreement with Mr. Mitha, granting Mr. Mitha the option to purchase on each anniversary of the Agreement 1,000,000 shares of the Company’s common stock at an exercise price of the average 90 days trading price immediately preceding the anniversary date of the Agreement. The options vest immediately upon issuance of the underlying agreement at each anniversary date, and the option shares shall be exercisable by Mr. Mitha within 5 years from the date of grant. Further under the terms of the Agreement, all options issued to Mr. Mitha in accordance with the Agreement shall become immediately exercisable as to 100% of the shares of Common Stock not otherwise vested upon any termination of employment.

Following is a table outlining the number of options required to be granted as fully vested under the Agreement at each anniversary date and the term of said options:

Date	Number of options		Expiry date
May 1, 2009		1,000,000	April 30, 2014
May 1, 2010		1,000,000	April 30, 2015
May 1, 2011		1,000,000	April 30, 2016
May 1, 2012		1,000,000	April 30, 2017
May 1, 2013		1,000,000	April 30, 2018
May 1, 2014		1,000,000	April 30, 2019
		6,000,000

For financial reporting purposes, the Company has relied on the guidance provided in ASC 718 and has valued the options over 1,2,3,4,5 and 6 years at inception (May 1, 2008) applying variable accounting. The fair value of the shares will be recalculated at each reporting date using an exercise price of the preceding 90 days applying Volume Weighted Average Pricing (VWAP). The value attributable to the vested portion of each tranche will be amortized over its requisite period, with a final value being calculated on the grant date for each tranche applying the 90 day VWAP immediately preceding the actual date of grant.

F-2529

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 10 - Common Stock (Continued)

(b)	Stock-based compensation (continued):

(i)	Executive stock options (continued)

Additionally, we have not applied a forfeiture rate to these shares as under the terms of the Agreement the shares are guaranteed to become fully vested.

The fair value of each option granted was computed using the Black-Scholes method using the following weighted-average assumptions:

Stock Price (Issue date)	Exercise price	Risk Free interest rate	Date of issue	~~Exercise~~Expiration ~~price~~date	Term (years)	Volatility	Value	~~Risk Free interest rate~~			~~Date of issue~~	~~Expiration date~~	~~Term (years)~~		~~Volatility~~			~~Value~~
$	0.55			$	0.548				2.34	%	5/1/2008	5/1/2014		2.4260		82.83	%	$	0.27
$ 0.55	$ 0.548	2.34%	5/1/2008	5/1/2014	2.4260	82.83%	$ 0.27
$	0.20			$	0.365				2.01	%	5/1/2008	5/1/2015		2.6726		100.10	%	$	0.09
$ 0.14	$ 0.190	2.30%	5/1/2008	5/1/2015	2.5493	102.74%	$ 0.09
$	0.20			$	0.365				2.01	%	5/1/2008	5/1/2016		3.1571		100.10	%	$	0.10
$ 0.14	$ 0.190	2.30%	5/1/2008	5/1/2016	3.0342	102.74%	$ 0.09
$	0.20			$	0.365				2.01	%	5/1/2008	5/1/2017		3.6589		100.10	%	$	0.11
$ 0.14	$ 0.190	2.30%	5/1/2008	5/1/2017	3.5356	102.74%	$ 0.09
$	0.20			$	0.365				2.01	%	5/1/2008	5/1/2018		4.1521		100.10	%	$	0.12
$ 0.14	$ 0.190	2.30%	5/1/2008	5/1/2018	4.0288	102.74%	$ 0.10
$	0.20			$	0.365				2.01	%	5/1/2008	5/1/2019		4.6452		100.10	%	$	0.13
$ 0.14	$ 0.190	2.30%	5/1/2008	5/1/2019	4.5219	102.74%	$ 0.10

The fair value of the vested portion of options granted during the fiscal year ended August 31, 2009 totals $718,836 which amount has been expensed and recorded as a current liability on the Company’s balance sheet. The fair value of the vested portion of options during the ~~three~~six month period ended ~~November 30~~February 28, ~~2009~~2010 totals negative $~~199~~206,~~016~~784 which amount has also been expensed and recorded as a current liability on the Company’s balance sheet. The following table summarizes details of the vesting schedule and associated fair value calculations:

Option Grant date

Option Qty

Fair Market Value as at ~~November~~February 3028, ~~2009~~2010 ($)

Amortization Term (months)

Amortized value as at ~~November~~February 3028, ~~2009~~2010 ($)

May 1, 2009

1,000,000

273,038

May 1, 2010

1,000,000

9491,~~027~~948

7480,~~438~~454

May 1, 2011

1,000,000

~~104~~88,~~237~~694

5551,~~014~~738

May 1, 2012

1,000,000

~~113~~94,~~487~~769

4441,~~922~~462

May 1, 2013

1,000,000

~~121~~99,~~493~~864

3834,~~473~~952

May 1, 2104

1,000,000

~~128~~104,~~599~~253

3330,~~935~~407

6,000,000

~~834~~752,~~881~~566

~~519~~512,~~820~~051

(ii)	Restricted stock awards

The Board of Directors approved a stock option and stock award plan on February 10, 2007 (the “2007 Plan”). Under the 2007 Plan, a maximum of 2,000,000 shares of the common stock, par value $0.001 per share, may be awarded to directors, officers, employees and consultants of the Company. The duration of the 2007 Plan has been set at 10 years from the time of adoption thereof by the Board of ~~Directors. The~~ ~~Board of~~ Directors ~~approved a further stock option and stock award plan on February 10, 2008 (the “2008 Plan”)~~. ~~Under the 2008 Plan, a maximum of 2,500,000 shares of the common stock, par value $0.001 per share, may be awarded to directors, officers, employees and consultants of the Company.~~ The ~~duration of the 2008 Plan has been set at 10 years from the time of adoption thereof by the~~ Board of Directors.

F-2630

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 10 - Common Stock (Continued)

(b)	Stock-based compensation (continued):

(ii)	Restricted stock awards (continued)

approved a further stock option and stock award plan on February 10, 2008 (the “2008 Plan”). Under the 2008 Plan, a maximum of 2,500,000 shares of the common stock, par value $0.001 per share, may be awarded to directors, officers, employees and consultants of the Company. The duration of the 2008 Plan has been set at 10 years from the time of adoption thereof by the Board of Directors.

On September 24, 2009 the Company issued fully vested stock awards totaling 300,000 shares to employees and consultants under its available Stock Option and Award plans as compensation for services rendered. The shares were valued at the closing price of the Company’s common stock on the respective issue dates for a total of $90,000. The amount has been expensed during the respective periods.

Under ASC 718, restricted stock awards are granted subject to certain restrictions, including in some cases service conditions. The grant-date fair value of restricted stock awards, which has been determined based upon the market value of the Company’s shares on the grant date, is expensed over the vesting period. During the ~~three~~six months ended ~~November~~February 3028, ~~2009~~2010 the Company has granted 50,000 stock awards under its available Stock Option and Stock Award Plans to certain employees which are subject to certain service conditions, including term of employment. ~~235~~280,000 stock awards remain unvested as at ~~November~~February 3028, ~~2009~~2010. In respect of these awards, the Company has recognized a stock-based expense of $1539,~~429~~564 with respect to the vested portion at ~~November~~February 3028, ~~2009~~2010, and unrecognized compensation expense totaling $6654,~~518~~884 is expected to be recognized over fiscal ~~2010~~2011, ~~2011~~2012 and ~~2012~~thereafter as to $3622,~~275~~346, $2325,~~760~~085 and $67,~~483~~453, respectively.

The following table summarizes information on the Company’s restricted stock awards.

	Number		Weighted Average Grant Date Fair Value
Unvested, at August 31, 2009		~~200~~275,000	$	0.53
Granted		50,000	$	0.4520
Vested		1545,000
Forfeited		-
Unvested, end of November 30, 2009		235,000	$	0.51
Unvested, end of February 28, 2010		280,000	$	0.47

Note 11 - Warrants

The Company had outstanding warrants to purchase 1815,320,594 and 10,714,286 shares of its common stock at ~~November~~February 3028, ~~2009~~2010 and August 31, 2009, respectively, at prices ranging from $0.27 to $0.4585 per share. Refer to Notes 8 and 9 above for details on adjustments to warrant pricing.

The following schedule shows the warrants outstanding and changes made during the three month period ended ~~November~~February 3028, ~~2009~~2010:

F-2731

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 11 - Warrants (continued)

	Number		Weighted Average Exercise Price
Warrants outstanding, August 31, 2009		10,714,286	$	0.70
Changes during the three month period ended November 30, 2009
Changes during the three month period ended February 28, 2010
Granted		7,606,308	$	0.51
Exercised		-		-
Expired		-3,000,000		-
Warrants outstanding, November 30, 2009		18,320,594	$	0.62
Warrants outstanding, February 28, 2010		15,320,594	$	0.43

Warrants outstanding at ~~November~~February 3028, ~~2009~~2010 expire as follow:

Year	Number of Shares
2010		107,606,308
2013		7,714,286

Detailed terms of the valuations of the above noted warrants are discussed above in Note 8 – Secured Convertible Note Financings and Note 9 – Stock Purchase Agreement.

Note 12 - New Accounting Standards

In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855), "Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2010-0311 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

F-2832

CLEAN POWER TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~November 30~~February 28, ~~2009~~2010

(Stated in U.S. Dollars)

(Unaudited)

Note 13 - Other

~~On September~~During ~~3, 2009,~~ the ~~Company~~quarter ~~entered~~ended ~~into~~May a31, ~~Memorandum~~2009, ofClean ~~Understanding~~Power ~~(the "MOU")~~engaged ~~with~~Cascade ~~NewEnco~~Sierra ~~and~~Solutions ~~Renewable Power Systems~~ (~~"RPS"~~“Cascade”)~~. The MOU~~ ~~sets~~as ~~out~~potential ~~the~~advisors ~~terms~~for ~~and conditions whereby~~ the ~~Company,~~EPA ~~NewEnco~~ and ~~RPS~~other ~~have agreed~~Regulatory toapplication ~~work~~processes ~~together~~(www.cascadesierrasolutions.org). ~~through~~Located ~~the~~in ~~MOU which is referred to as a Collaboration Agreement with~~ the ~~ultimate~~State ~~goal~~ of ~~making~~Oregon, ~~landfill~~Cascade ~~site~~is ~~operations more energy efficient by installing~~ a ~~system~~non-profit ~~developed~~organization ~~and~~working ~~manufactured~~with byheavy ~~the~~duty ~~Company~~truck ~~that utilizes~~operators ~~the heat recovery system on a landfill gas engine and recovers the exhaust heat which will be used~~ to ~~make~~save ~~electricity~~fuel and ~~feed~~reduce ~~this into the national grid~~emissions. ~~The~~ ~~terms~~Cascade ofis ~~the~~well ~~MOU~~connected ~~call~~with ~~for~~Federal ~~the Company to place a heat recovery system on a landfill gas engine on the RPS~~ and ~~NewEnco site~~State ~~at Abingdon~~agencies, ~~U.K.~~working ~~which~~especially ~~will~~closely bewith ~~used~~agenda-setting toregulators ~~recover~~in ~~the exhaust heat which the Company will use to make electricity and feed into the national grid~~California. The Company ~~expects~~believes tothis ~~begin~~will ~~field~~assist ~~tests~~ in ~~early~~optimizing ~~2010.~~the ~~Each~~approval ~~of the~~process, ~~parties~~as towell ~~the~~as ~~MOU~~benefitting ~~shall~~from beCascade’s ~~responsible~~broad ~~for~~expertise ~~their~~in ~~own~~implementation ~~costs~~of ininnovative ~~connection with~~technologies in the ~~project~~trucking industry.

On ~~October~~ 16September 3, 2009, the Company entered into a Memorandum of Understanding (the "MOU") with NewEnco and ~~October~~Renewable ~~19,~~Power ~~2009,~~Systems Ms("RPS"). The ~~Diane~~MOU ~~Glatfelter~~sets out the terms and ~~Mr.~~conditions ~~Peter Gennuso,~~whereby ~~respectively~~the Company, ~~resigned~~NewEnco ~~from~~and ~~their~~RPS ~~position~~have agreed to work together through the MOU which is referred to as ~~members~~a ofCollaboration Agreement with the ~~Board~~ultimate ~~of Directors~~goal of making landfill site operations more energy efficient by installing a system developed and manufactured by the Company ~~pursuant~~that toutilizes the ~~terms~~heat ofrecovery system on a landfill gas engine and recovers the ~~Purchase~~exhaust ~~Agreement,~~heat ~~as amended~~which will be used to make electricity and ~~restated~~feed this into the national grid. ~~Concurrently,~~The ~~Mr.~~terms ~~David~~of ~~Gelbaum,~~the MOU call for the ~~trustee~~ ofCompany to place a heat recovery system on a landfill gas engine on the ~~Quercus~~RPS ~~Trust~~and NewEnco site at Abingdon, ~~was~~U.K. ~~appointed~~which will be used to recover the ~~Board~~exhaust ofheat ~~Directors~~which of the Company. will use to make electricity and feed into the national grid. The Company's ~~Board~~expects ~~currently~~to ~~consists~~begin offield ~~four~~tests ~~members,~~in ~~two~~April 2010. Each of ~~which are~~the ~~affiliates~~parties ofto the ~~Quercus~~MOU ~~Trust~~shall be responsible for their own costs in connection with the project.

~~Note 14 Subsequent events~~On October 16, 2009 and October 19, 2009, Ms. Diane Glatfelter and Mr. Peter Gennuso, respectively, resigned from their position as members of the Board of Directors of the Company pursuant to the terms of the Purchase Agreement, as amended and restated. Concurrently, Mr. David Gelbaum, the trustee of the Quercus Trust, was appointed to the Board of Directors of the Company. On February 24, 2010, Mr. David Gelbaum resigned from his position as a member of the Board of Directors of the Company. The Company's Board currently consists of three members, one of which is an affiliate of the Quercus Trust.

~~On December~~Note 1,14 ~~2009~~- ~~the~~Subsequent Company was required to issue 15,000 shares to an employee as compensation for services rendered pursuant to his contract. As of the date of this report the shares have not been issued but will be issued during January 2010.events

On ~~December~~ 1February 13, ~~2009~~2010, the Company’s ~~wholly-owned subsidiary CPTL-UK~~ entered into ~~an employment~~a ~~contract~~consulting ~~where~~agreement ~~under~~with ~~the~~respect ~~employee~~to isthe ~~entitled~~developmental toassistance ~~receive~~and aconsultancy ~~total~~for ~~of 50,000~~Heat ~~service-based~~Exchangers ~~awards~~for which ~~are~~the ~~granted~~consideration ~~over~~was ~~a five year period on~~ the ~~anniversary~~ ~~date~~issuance of ~~the~~25,000 ~~contract~~shares. InThese ~~respect~~shares ofwere ~~these~~issued ~~awards,~~subsequent to the ~~Company~~ ~~will~~end ~~recognize~~of athe ~~stock~~quarter, ~~based~~on ~~award~~April ~~benefit~~15, in2010, ~~the~~as ~~second~~a ~~quarter~~grant ofunder ~~the fiscal~~our ~~year~~Stock ~~ended~~Option ~~August~~and ~~31,~~Award ~~2010~~Plan.

~~On December~~The ~~15, 2009 the~~ Company ~~entered~~has ~~into~~evaluated ~~amendments~~subsequent toevents ~~various~~from ~~employment contracts with~~ the ~~employees~~balance ofsheet ~~the~~date ~~Company’s~~through ~~wholly-owned subsidiary, CPTL-UK, where under~~ the ~~terms~~date ofthat ~~certain performance-based award benchmarks denoted in~~ the ~~contracts~~financial statements were ~~unanimously~~issued ~~amended from being granted upon “the sale of the first refrigeration based system” to “when 20 landfill systems are field tested (~~and ~~the~~determined ~~system~~that isthere ~~proven and is ready for commercialization) and an additional 10 engines to be built for future projects” in order to properly reflect the Company’s current commercialization focus. There~~ were no ~~changes~~other ~~to the~~events ~~amount of awards granted~~ to ~~any individual employee upon achieving this performance based benchmark~~disclose.

~~The Company has evaluated subsequent events from the balance sheet date through January 11, 2010 and determined there are no events to be disclosed.~~F-33

F-29

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This quarterly report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. For a more complete understanding of our industry, the drivers of our business and our current period results, you should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operation in conjunction with our Annual Report on Form 10-K for the year ended August 31, 2009 and our other filings with the SEC.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, the “Company” and “Clean Power” refer to Clean Power Technologies Inc. and its subsidiaries.

Background

Clean Power Technologies Inc. was incorporated in the State of Nevada, United States of America on October 30, 2003. We presently have two subsidiaries, Clean Energy and Power Solutions Inc. (“CEPS”), also a Nevada company, and Clean Power Technologies Limited, (“CPTL”), based in, and incorporated under the laws of the United Kingdom. CEPS is a wholly- owned subsidiary of the Company, and CPTL is 100% owned by CEPS. We presently undertake all of our business operations indirectly through our U.K. subsidiary, CPTL which are presently focused on the research, development and commercialization of our core technology, power generation from heat recovery. Our fiscal year end is August 31.

The Company’s proprietary technology significantly increases fuel efficiency and reduces pollution through its Clean Energy Separation and Recovery (“CESAR”) system. CESAR recovers the waste heat energy in an internal combustion engine exhaust (~~soem~~some 36% of the fuel energy supplied to the engine) to generate steam which is used to power a modern steam engine which in turn produces electrical power. In the landfill application CESAR will produce electricity from a generator exhaust operating on methane gas from decaying landfill waste. Electricity generated will augment the power already created from the main landfill generator and be fed into the national electricity grid. In addition to the landfill application CPTL is currently developing a further CESAR application to produce electricity from waste organic matter (biomass application).

In the reefer application CESAR will produce electricity from a diesel truck exhaust. The electricity generated will be used to power Transport Refrigeration Units (TRUs) which keep refrigerated trailers cold. The objective is for the CESAR system to provide all of the energy required by the refrigeration system, thus eliminating the currently used separate diesel engine, the fuel consumed, and the emissions created by it.

The CESAR system can be applied directly to large engines fitted to locomotives, ships and military vehicles to provide supplementary electrical power. The CESAR system could also be integrated easily into the power train of a diesel-electric ‘hybrid’ bus. The concept of a ‘hybrid’ engine (part steam/ part gasoline) has been investigated, and with development, is highly feasible for application to passenger cars.

Operational Update and Plan

Since the achievement of the successful benchmark tests in July 2009, continuing development work at our primary test cell in Newhaven through the end of the current quarter has seen further increases in power output from the CESAR system, with maximum outputs of over 20Kw electrical power achieved. Continual refinement of the heat exchanger design has taken place with incorporation of high technology materials and design features aimed at improving the efficiency and durability of the system.

With respect to our landfill energy application of the CESAR technology, working with our landfill energy partner NewEnCo and Renewable Power Systems (“RPS”), we have selected a ‘Jenbacher’ generator unit, operating at their Finmere, Oxfordshire site for installation of the first CESAR landfill system. A site survey has been carried out, and we have completed the design work for the specific application on this engine, which is operating at 500 KW output. ~~Manufacture~~The offirst ~~the~~commercial ~~complete~~CPT CESAR (clean energy separation and recovery system) is now ~~under~~complete ~~way~~ and was unveiled at ~~the~~CPT's Newhaven facility; on April 13, 2010. The unit, named the ~~first~~HR-L ~~installation~~300, ~~work~~is ~~will~~currently ~~commence~~undergoing final testing before delivery to the customer's site before the end of ~~2009~~April. The CPT HR-L 300 is targeted to produce 30Kw of electrical power with ~~full~~a ~~commission~~minimum of ~~the~~92% ~~unit~~up-time ~~expected~~over bya ~~March 2010~~three month period. Production and supplier development will continue, as will design refinement and cost/weight reduction. On 1st April, RPS issued a non-committal letter of intent to CPT, expressing interest to install heat recovery units to other RPS generators, more than 10,000Kw, which could power at least 10 further CPT HR-L units, pending successful trials.

AsCPT ~~a further~~is ~~enhancement~~also ~~to our supply chain~~ in ~~this~~preliminary ~~quarter,~~discussion aswith wea ~~progress~~large ~~through the~~UK ~~advance~~waste ~~prototype~~management ~~and~~company, ~~production unit stages of development~~Viridor, anwith ~~agreement has~~regard ~~been~~to ~~made~~installation ~~between~~of the ~~Company~~second ~~and~~commercial ~~Voith~~CPT ~~Gmbh,~~heat ~~suppliers~~recovery ~~of the steam expander~~ unit. ~~Voith~~on ~~has~~a ~~undertaken~~landfill togas ~~supply~~powered ~~CPTI~~generator ~~with~~at 12a ~~steam~~Viridor ~~expander~~site. ~~units, together~~CPT ~~with~~Engineers ~~spares~~are ~~support,~~currently ~~for~~working ~~the~~on ~~CESAR units produced in~~ the ~~first~~design ~~half~~ of ~~2010.~~ Athe ~~production~~unit ~~area~~which ~~has~~will ~~now~~have ~~been~~a ~~established~~maximum atoutput ~~the Newhaven facility to allow pilot production~~ of ~~the~~160Kw ~~CESAR~~electrical ~~units to commence~~power. ~~Supplier~~Viridor ~~development~~engineers ~~has commenced~~have toviewed ~~identify~~ the ~~most~~first ~~suitable~~HR-L ~~high~~300 ~~value~~unit ~~component supply route whilst maintaining quality~~ and ~~protecting~~are ~~IP. Additionally,~~awaiting ~~significant commercialisation~~confirmation ~~contacts~~of ~~have~~successful ~~been made, including OEM engine manufacturers, who have expressed interest in our technology for vehicle and generator set installations~~trials.

~~During the~~As ~~next~~part ~~quarter,~~of ~~the~~our ~~main~~efforts ~~focus~~to ofsecure ~~activity~~our ~~will~~manufacturing ~~centre~~supply onchain, ~~commissioning~~an agreement has been made between the Company and ~~trials~~ Voith Gmbh, suppliers of the ~~landfill~~steam expander unit. Voith has undertaken to supply CPTI with 12 steam expander units, together with spares support, for the ~~target~~CESAR ~~being~~units toproduced ~~achieve~~in ~~industry~~the ~~standard~~ first half of ~~92%~~2010. ~~operational~~A ~~reliability~~production ~~after~~area 3has ~~months~~now been established at the Newhaven facility to allow pilot production of ~~running.~~the ~~Production~~CESAR ~~and supplier~~units to commence. Supplier development ~~will~~has ~~continue,~~commenced asto ~~will~~identify ~~design~~the ~~refinement~~most suitable high value component supply route whilst maintaining quality and ~~cost/weight reduction~~protecting IP. ~~Our~~Additionally, ~~first~~we ~~commercially~~are ~~operating~~continuing ~~unit~~to isidentify ~~expected~~and toprocure beadditional commercialisation ~~in place~~opportunities, including OEM engine manufacturers, who have expressed interest in ~~the~~our ~~second~~technology ~~quarter~~for ofvehicle ~~this~~and ~~fiscal~~generator ~~year~~set installations.

Development of the truck mounted unit (Reefer) application will continue with updating of the unit fitted to the Frieghtliner truck at Newhaven and the commencement of testing. Dialogue with regulatory bodies and prospective fleet operators in the US has already started, and will develop with the aim of providing a demonstration vehicle in the third quarter of this fiscal year.

The Biomass application will be developed using existing wood chip burning technologies, enhanced to provide heat for the CESAR system to enable the production of electrical power, as well as hot water. The target is for the first trial system to be commissioned by the end of the third quarter of the current fiscal year.

Liquidity / Capital Resources

Through to the end of our most recent fiscal year ending August 31, 2009, and to the end of the quarter ending February 28, 2010, we have funded development efforts and working capital through offerings of convertible debentures and common stock, as well as by stockholder loans from a director and executive officer of the Company, and certain third party loans.

As at ~~November~~ 30February 28, ~~2009~~2010, we had a cash balance of $~~607~~66,~~875~~881, as compared to a cash balance of $29,346 as at August 31, 2009. The net increase in cash during the quarter was as a result of the sale of our common stock in the first quarter of this fiscal year, for total gross proceeds of $2,000,000. Our cash during the ~~quarter~~six month period was most significantly utilized to: effect a decrease in the net balance of our accounts payable and accrued liabilities to $~~166~~321,~~472~~867 from $561,492 as at August 31, 2009; reduce wages payable to $nil from $56,098 as at August 31, 2009; increase the net value of plant and equipment assets to $~~886~~921,~~729~~914 from $831,168 as a result of additional gross capital asset acquisitions totalling $~~132~~248,~~890~~905, and; retire a loan payable of $84,000. Furthermore, most significantly during the quarter, salaries and consulting fees increased from $352,893 (2008) to $421,660 as a result of new hires by the Company wholly owned subsidiary, and a year over year base-salary increase to the Company’s chief executive officer; research and development costs increased from $61,123 to $83,324, and professional fees increased from $64,934 to $212,536 as a result of costs incurred from US legal counsel.

4Furthermore, most significantly during the three and six month periods ending February 28, 2010, salaries and consulting fees increased from $411,746 (2009) to $451,066, but decreased from $882,638 (2009) to $872,725 respectively as a result of new hires by the Company’s wholly owned subsidiary, a year over year base-salary increase to the Company’s CEO, and with the 6 month year over year decrease ensuing from a reduction in stock based compensation expenses, which figures were combined with salary and consulting fees expenses in recent periods; research and development costs increased from $91,512 to $131,377 and from $152,635 to $214,700 due to additional development efforts on the landfill units, and; professional fees increased from $78,840 to $188,933 and from $143,744 to $401,469 as a result of costs incurred from US legal counsel both in respect to intellectual property work and legal costs associated with financings.

~~Of note also is an increase in wages payable to a related party from $499,582 to $649,582 during the quarter, as well as an increase of accounts payable – related party to $186,065 from $159,427.~~5

~~Based~~Of ~~on our~~note ~~overhead~~also ~~requirements~~from ~~and~~August ~~additional~~31,2009 ~~cash~~to ~~required~~February 28, 2010, is an increase in wages payable to ~~implement~~a ~~our development~~related ~~plan~~party ~~through~~from ~~the~~$499,582 ~~current~~to ~~fiscal~~$799,582, ~~year~~respectively, weas ~~anticipate~~well ~~requiring additional~~as ~~capital~~an byincrease ~~February~~of ~~2010. Our~~accounts ~~current~~payable ~~estimate~~– isrelated ~~a requirement~~party ~~for~~from $1159,~~600,000~~427 into ~~February~~$339,616, ~~2010~~respectively, as a ~~further~~result ~~$960,000~~of inan ~~April, followed~~officer byand $1director accruing salary payable,~~600,000~~ inand ~~June~~other ofadvances ~~2010~~to the Company.

~~While~~Based ~~the company~~on ~~will~~our ~~have~~overhead ~~sufficient~~requirements ~~capital~~and toadditional ~~continue~~cash ~~operations~~required ~~for the next three months, in order~~ to ~~continue~~implement ~~funding~~ our development ~~efforts~~plan ~~and~~through ~~operational requirements~~the ~~thereafter~~current fiscal year, we ~~will~~anticipate berequiring ~~required to raise~~ additional ~~required~~ capital byin ~~way~~the ofthird ~~equity~~quarter orof ~~stockholder~~this ~~loans~~fiscal year. Our ~~These~~current ~~efforts~~estimate ~~are~~is ~~already underway,~~a ~~however,~~requirement ~~there~~for ~~can~~$2,600,000 bethrough noApril ~~assurance~~2010, ~~that~~followed ~~the~~by ~~Company~~a ~~will~~further be$1,600,000 ~~able~~in ~~to raise~~June ~~these~~of ~~required funds~~2010. ~~If the Company cannot raise the required funds then operations may be reduced or cease.~~

As at the end of the current quarter, and as of the date of this report, the Company does not have sufficient capital to continue operations or to continue its development efforts, for the next three months or beyond. In order to continue funding our development efforts and operational requirements, we will be required to raise additional capital by way of equity or stockholder loans. These efforts are already underway, and the Company is anticipating the closing of a financing in the amount of $1,000,000 by the end of April, 2010. However, there can be no assurance that the Company will be able to raise these required funds. If the Company cannot raise the required funds then operations may be reduced or cease.

Results of Operations

Fundamental demand for our products and technology is expected to continue to grow, based on our providing a solution with expected rapid payback periods, and that provides effective reduction in fuel costs and engine emissions from existing fossil fuel engines, as well as enhancing electrical generation / output efficiency of fixed generation systems including landfill and biomass applications.

~~With~~ If the Company is successful in obtaining additional funding as outlined above, and based upon the successful further testing and subsequent commercialization of existing prototypes, the Company anticipates first revenue to occur in ~~April~~the third quarter of 2010.

The Company has had no revenues for the period from inception to ~~November~~February 3028, ~~2009~~ 2010. The Company reported a three and six month loss from its operations totaling $~~882~~1,~~091~~056,768 and $1,938,859, respectively, as compared to a loss from operations totaling $~~840~~1,~~462~~123,546 (~~2008~~2009) ~~over~~and ~~the 3~~$1,964,008 ~~month~~(2009), ~~period~~respectively. Within the current ~~quarter~~three and six month periods, certain expenses increased compared to the previous fiscal year ~~period~~periods as noted above, while ~~amortization~~ change in valuation of stock option ~~benefits~~liability changed from $20192,~~988~~172 inand ~~the~~$213,160 ~~quarter~~respectively, ~~ending in November 2008~~ to $(~~199~~7,~~014~~768) ~~in the current quarter,~~ and ~~salaries and consulting fees dropped from~~ $~~470~~(206,~~893 to $421~~784),~~660~~ respectively. The net loss for the three and six month current ~~period~~periods was $~~229~~459,~~951~~964 and $689,915, respectively, compared to a net ~~income~~loss of $1,~~002~~130,~~460~~663 and $128,204 respectively, which ~~was~~ variations were largely as a result of ~~the~~changes ~~difference~~to in quarterly ~~revaluation~~valuations of its derivative financial instruments, as detailed in the notes to the financial statements.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and is not required to provide this information.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission ("SEC"), and that such information is accumulated and communicated to management, including the Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our ~~principal~~ ~~executive~~Principal ~~officer~~Executive Officer and ~~principal~~Principal ~~financial~~Financial ~~officer~~Officer, we ~~conducted~~evaluated ~~an evaluation~~the effectiveness of the design and operation of our disclosure controls and procedures, (as ~~such term is~~ defined ~~under~~ in Rule 13a-15(e) ~~promulgated~~ under the Securities Exchange Act of 1934, ~~as amended~~ (“the "Exchange Act”")~~, as of November 30, 2009~~). Based onupon ~~this~~ that evaluation, our ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and ~~principal~~Principal ~~financial~~Financial ~~officer~~ Officer concluded that, ~~our~~as ~~disclosure~~of ~~controls~~the ~~and~~end ~~procedures~~of ~~are~~the ~~effective~~period incovered ~~alerting them~~by onthis areport, ~~timely basis to material information relating to~~ our ~~Company~~disclosure ~~required to~~controls beand ~~included~~procedures inwere ~~our reports filed or submitted under the Exchange Act~~effective.

Changes in Internal Controls

5There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended February 28, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Controls

There were no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended November 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-Q.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

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

Except as identified below, there were no other unregistered securities sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Current Report on Form 8-K. There were no underwriting discounts or commissions paid in connection with the sale of the identified securities.

Name & Address	Number of Shares Issued	Reason for Issuance
Marco Cucinotta 127 Broomfield Avenue Worthing Sussex, England BN14 7SF	200,000 shares of common stock	Stock Award pursuant to a consulting agreement.
Ian Lloyd 9 Arundel Close Beachlands, Pevensey Bay East Sussex BN24 6SF	15,000 shares of common stock	Stock Award pursuant to an employment agreement.
Abdul Mitha 32 Hawkwood Place NW Calgary, Alberta T3G 1X6 Canada	200,000 shares of common stock	Stock Award pursuant to an employment agreement.
Wayne Smith Flat 1 13 High Street Seaford East Sussex BN 251PE	15,000 shares of common stock	Stock Award pursuant to an employment agreement.
Michael Roberts 2 Almond Close Guilford, Surrey GUI 1NN	100,000 shares of common stock	Stock Award pursuant to a consulting agreement.
Maryam Saboohi 102 Keepers Lane Weaverham CW8 3BN	10,000 shares of common stock	Stock Award pursuant to a consulting agreement.
Michael Burns Dunedin, 16, Corsica Road, Seaford, East Sussex, BN25 1BD, UK.	500,000 shares of common stock	Stock award pursuant to an employment agreement
Virtrius Limited Attention: Winnie Guoping 1301 Bank of America Tower 12 Harcourt Road Hong Kong	100,000 shares of common stock	Stock award pursuant to a consulting agreement
James Mason Unit 7W E-Plan Industrial Estate New Road, Newhaven East Sussex, UK BN9 0EX	100,000 shares of common stock	Stock award pursuant to a consulting agreement

Gareth Storoszko Unit 7W E-Plan Industrial Estate New Road, Newhaven East Sussex, UK BN9 0EX	15,000 shares of common stock	Stock award pursuant to a consulting agreement
George McLaine 10723 Maplebend Dr SE Calgary, AB T2J 1X3	25,000 shares of common stock	Stock award pursuant to a consulting agreement

All of the shares above were issued under the Regulation S exemption in compliance with the exemption from the registration requirements found in Regulation S promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933. The offer and sale to the purchasers was made in an offshore transaction as defined by Rule 902(h). No directed selling efforts were made in the U.S. as defined in Rule 902(c). The offer and sale to the purchasers was not made to a U.S. person or for the account or benefit of a U.S. person. The following conditions were present in the offer and sale: a) The purchaser of the securities certified that it is not a U.S. person and did not acquire the shares for the account or benefit of any U.S. person; b) The purchaser has agreed to resell the securities only in compliance with Regulation S pursuant to a registration under the Securities Act, or pursuant to an applicable exemption from registration; and has agreed not to engage in hedging transactions with regard to the securities unless in compliance with the Securities Act; c) The purchaser has acknowledged and agreed with the Company that the Company shall refuse registration of any transfer of the securities unless made in accordance with Regulation S, pursuant to a registration statement under the Securities Act, or pursuant to an applicable exemption from registration; and d) The purchaser has represented that it is acquiring the shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the shares in violation of the United States federal securities laws. Neither the Company nor any person acting on its behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. ~~SUBMISSION~~ REMOVED OFAND ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~RESERVED

No matters were submitted to the Company’s security holders for a vote during the three month period ended November 30, 2009 covered by this report.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

EXHIBIT NO.	IDENTIFICATION OF EXHIBIT
3.1	Articles of Incorporation	Incorporated by reference to our SB-2 registration statement filed with the Securities and Exchange Commission on March 15, 2004
3.1 (i)	Amendment to Articles of Incorporation dated June 12, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 21, 2006
3.1(ii)	Amendment to Articles of Incorporation dated June 13, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 21, 2006

3.2	Bylaws	Incorporated by reference to our SB-2 registration statement filed with the Securities and Exchange Commission on March 15, 2004
3.2(i)	Amended and Restated Bylaws	Incorporated by reference to our Form 10-QSB filed with the Securities and Exchange Commission on January 22, 2007
10.1	Agreement and Plan of Merger between the Company, Clean Energy and Power Solutions Inc. and the shareholders of Clean Power Technologies Inc. executed on May 22, 2006.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 21, 2006
10.2	Memorandum of Understanding between the Company and Mitsui Babcock Energy Limited dated September 11, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on September 12, 2006
10.3	Collaboration Agreement between the Company and Mitsui Babcock Limited dated October 11, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 19, 2006
10.4	2007 Stock Option and Stock Award Plan approved by the Board of Directors and the Shareholders	Incorporated by reference to our Form SB-2 registration statement filed with the Securities and Exchange Commission on March 23, 2007
10.5	Subscription Agreement from Doosan Babcock Energy Ltd., executed pursuant to the Collaboration Agreement between the Company and Doosan Babcock Energy Ltd. dated October 11, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 20, 2007
10.6	2008 Stock Option and Stock Award Plan approved by the Board of Directors and the Shareholders	Incorporated by reference to our Definitive 14-C filed with the Securities and Exchange Commission on April 17, 2008
10.7	Employment Agreement between Abdul Mitha and the Company effective May 1, 2008, approved by the Board of Directors on May 22, 2008.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on May 28, 2008
10.8	Stock Purchase Agreement dated July 10, 2008, by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.9	Promissory Note issued by the Company to The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.10	Registration Rights Agreement by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.11	Pledge Agreement by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.12	Class A Warrant issued by the Company to the Quercus Trust pursuant to the Stock Purchase Agreement dated July 10, 2008	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.13	Class B Warrant issued by the Company to the Quercus Trust pursuant to the Stock Purchase Agreement dated July 10, 2008	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008

10.14	Cooperation Agreement between the Company and Voith Turbo GmbH & Co., KG dated August 5, 2008	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on August 8, 2008
10.15	Memorandum of Understanding between the Company and Farm Fresh Marketing Inc. dated December 12, 2008	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on December 16, 2008
10.16	Lease Agreement between Quentin King and Clean Power Technologies Limited effective November 13, 2008	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
10.17	Option Agreement between Quentin King and Clean Power Technologies Limited effective November 13, 2008	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
10.18	Lease Agreement between Mr. Andrew Leaver and Mrs. Hilary Leaver and Clean Power Technologies Limited effective November 18, 2008	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
10.19	Stock Purchase Agreement dated February 10, 2009, by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 13, 2009
10.20	Form of Registration Rights Agreement dated February 10, 2009, by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 13, 2009
10.21	Form of Warrant issued by the Company to the Quercus Trust pursuant to the Stock Purchase Agreement dated February 10, 2009	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 13, 2009
10.22	Form of Warrant issued by the Company to the Quecus Trust pursuant to the Stock Purchase Agreement dated February 10, 2009	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 13, 2009
10.23	Binding Letter of Intent between the Company and the University of Sussex dated March 13, 2009	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
10.24	Assignment of Patent between the Company and the University of Sussex, Richard Stobart and Mudalige Weerasinghe dated March 13, 2009	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
10.25	2009 Stock Option and Stock Award Plan approved by the Board of Directors and the Shareholders	Incorporated by reference to our Definitive 14-C filed with the Securities and Exchange Commission on May 19, 2008
10.26	Amendment to the Articles of Incorporation and Bylaws of the Company.	Incorporated by reference to our Definitive Schedule 14C filed with the Securities and Exchange Commission on June 8, 2009.
10.27	Option Agreement between Quentin King and Clean Power Technologies Limited effective June 29, 2009	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on July 13, 2009.
10.28	Lease Agreement between Quentin King and Clean Power Technologies Limited effective June 29, 2009	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on July 13, 2009.
10.29	Memorandum of Understanding between NewEnco, Renewable Power Systems and the Company dated September 3, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on September 9, 2009.

ITEM 6. EXHIBITS

Exhibit	Identification of Exhibit
3.1	Articles of Incorporation	Incorporated by reference to our SB-2 registration statement filed with the Securities and Exchange Commission on March 15, 2004
3.1(i)	Amendment to Articles of Incorporation dated June 12, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 21, 2006
3.1(ii)	Amendment to Articles of Incorporation dated June 13, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 21, 2006
3.2	Bylaws	Incorporated by reference to our SB-2 registration statement filed with the Securities and Exchange Commission on March 15, 2004
3.2(i)	Amended and Restated Bylaws	Incorporated by reference to our Form 10-QSB filed with the Securities and Exchange Commission on January 22, 2007
10.1	Agreement and Plan of Merger between the Company, Clean Energy and Power Solutions Inc. and the shareholders of Clean Power Technologies Inc. executed on May 22, 2006.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 21, 2006
10.2	Memorandum of Understanding between the Company and Mitsui Babcock Energy Limited dated September 11, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on September 12, 2006
10.3	Collaboration Agreement between the Company and Mitsui Babcock Limited dated October 11, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 19, 2006
10.4	2007 Stock Option and Stock Award Plan approved by the Board of Directors and the Shareholders	Incorporated by reference to our Form SB-2 registration statement filed with the Securities and Exchange Commission on March 23, 2007
10.5	Subscription Agreement from Doosan Babcock Energy Ltd., executed pursuant to the Collaboration Agreement between the Company and Doosan Babcock Energy Ltd. dated October 11, 2006	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on June 20, 2007
10.6	2008 Stock Option and Stock Award Plan approved by the Board of Directors and the Shareholders	Incorporated by reference to our Definitive 14-C filed with the Securities and Exchange Commission on April 17, 2008
10.7	Employment Agreement between Abdul Mitha and the Company effective May 1, 2008, approved by the Board of Directors on May 22, 2008.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on May 28, 2008
10.8	Stock Purchase Agreement dated July 10, 2008, by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.9	Promissory Note issued by the Company to The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008

10.30	Form of Amended and Restated Stock Purchase Agreement dated October 2, 2009 between the Company and The Quercus Trust.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 7, 2009.
Exhibit	Identification of Exhibit
10.31	Form of Registration Rights Agreement between the Company and The Quercus Trust dated October 2, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 7, 2009.
10.10	Registration Rights Agreement by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.32	Form of $0.27 Warrant issued by the Company to the Quecus Trust pursuant to the Amended and Restated Stock Purchase Agreement dated October 2, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 7, 2009.
10.11	Pledge Agreement by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.33	Form of $0.38 Warrant issued by the Company to the Quecus Trust pursuant to the Amended and Restated Stock Purchase Agreement dated October 2, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 7, 2009.
10.12	Class A Warrant issued by the Company to the Quercus Trust pursuant to the Stock Purchase Agreement dated July 10, 2008	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.34	Amendment No.1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009 between the Company and The Quercus Trust.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009.
10.13	Class B Warrant issued by the Company to the Quercus Trust pursuant to the Stock Purchase Agreement dated July 10, 2008	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on July 16, 2008
10.35	Form of Registration Rights Agreement dated October 16, 2009 between the Company and The Quercus Trust.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
10.14	Cooperation Agreement between the Company and Voith Turbo GmbH & Co., KG dated August 5, 2008	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on August 8, 2008
10.36	Form of $0.54 Warrant issued by the Company to the Quecus Trust pursuant to Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
10.15	Memorandum of Understanding between the Company and Farm Fresh Marketing Inc. dated December 12, 2008	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on December 16, 2008
10.37	Form of $0.60 Warrant issued by the Company to the Quecus Trust pursuant to Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
10.16	Lease Agreement between Quentin King and Clean Power Technologies Limited effective November 13, 2008	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
10.38	Form of $0.77 Warrant issued by the Company to the Quecus Trust pursuant to Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
10.17	Option Agreement between Quentin King and Clean Power Technologies Limited effective November 13, 2008	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
10.39	Form of $0.85 Warrant issued by the Company to the Quecus Trust pursuant to Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
10.18	Lease Agreement between Mr. Andrew Leaver and Mrs. Hilary Leaver and Clean Power Technologies Limited effective November 18, 2008	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
22.1	Notice of majority shareholder approval to increase authorized capital and establish two series of preferred shares.	Incorporated by reference to our Definitive Schedule 14C filed on July 2, 2008.
10.19	Stock Purchase Agreement dated February 10, 2009, by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 13, 2009
31.1	Section 302 Certification- Principal Executive Officer	Filed herewith
10.20	Form of Registration Rights Agreement dated February 10, 2009, by and between the Company and The Quercus Trust	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 13, 2009
31.2	Section 302 Certification Principal Financial Officer	Filed herewith
10.21	Form of Warrant issued by the Company to the Quercus Trust pursuant to the Stock Purchase Agreement dated February 10, 2009	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 13, 2009
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
10.22	Form of Warrant issued by the Company to the Quecus Trust pursuant to the Stock Purchase Agreement dated February 10, 2009	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on February 13, 2009
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
10.23	Binding Letter of Intent between the Company and the University of Sussex dated March 13, 2009	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.
10.24	Assignment of Patent between the Company and the University of Sussex, Richard Stobart and Mudalige Weerasinghe dated March 13, 2009	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on April 10, 2009.

Exhibit	Identification of Exhibit
10.25	2009 Stock Option and Stock Award Plan approved by the Board of Directors and the Shareholders	Incorporated by reference to our Definitive 14-C filed with the Securities and Exchange Commission on May 19, 2008
10.26	Amendment to the Articles of Incorporation and Bylaws of the Company.	Incorporated by reference to our Definitive Schedule 14C filed with the Securities and Exchange Commission on June 8, 2009.
10.27	Option Agreement between Quentin King and Clean Power Technologies Limited effective June 29, 2009	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on July 13, 2009.
10.28	Lease Agreement between Quentin King and Clean Power Technologies Limited effective June 29, 2009	Incorporated by reference to our Form 10-Q filed with the Securities and Exchange Commission on July 13, 2009.
10.29	Memorandum of Understanding between NewEnco, Renewable Power Systems and the Company dated September 3, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on September 9, 2009.
10.30	Form of Amended and Restated Stock Purchase Agreement dated October 2, 2009 between the Company and The Quercus Trust.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 7, 2009.
10.31	Form of Registration Rights Agreement between the Company and The Quercus Trust dated October 2, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 7, 2009.
10.32	Form of $0.27 Warrant issued by the Company to the Quecus Trust pursuant to the Amended and Restated Stock Purchase Agreement dated October 2, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 7, 2009.
10.33	Form of $0.38 Warrant issued by the Company to the Quecus Trust pursuant to the Amended and Restated Stock Purchase Agreement dated October 2, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 7, 2009.
10.34	Amendment No.1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009 between the Company and The Quercus Trust.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009.
10.35	Form of Registration Rights Agreement dated October 16, 2009 between the Company and The Quercus Trust.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
10.36	Form of $0.54 Warrant issued by the Company to the Quecus Trust pursuant to Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
10.37	Form of $0.60 Warrant issued by the Company to the Quecus Trust pursuant to Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
10.38	Form of $0.77 Warrant issued by the Company to the Quecus Trust pursuant to Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009

Exhibit	Identification of Exhibit
10.39	Form of $0.85 Warrant issued by the Company to the Quecus Trust pursuant to Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated October 16, 2009.	Incorporated by reference to our Form 8-K filed with the Securities and Exchange Commission on October 20, 2009
22.1	Notice of majority shareholder approval to increase authorized capital and establish two series of preferred shares.	Incorporated by reference to our Definitive Schedule 14C filed on July 2, 2008.
31.1	Section 302 Certification- Principal Executive Officer	Filed herewith
31.2	Section 302 Certification Principal Financial Officer	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

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.

		CLEAN POWER TECHNOLOGIES INC.
Date:	~~January~~April 1319, 2010	By:	/s/ Abdul Mitha
		Name:	Abdul Mitha
		Title:	President, Principal Executive Officer

Date:	~~January~~April 1319, 2010	By:	/s/ Diane Glatfelter
		Name:	Diane Glatfelter
		Title:	Secretary, Treasurer, Principal Financial Officer

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