Helix Wind 10Q 2009 Q3 Quarterly report

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

(formerly Clearview Acquisitions, Inc.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008

REVENUES	$	449,573		$	1,500		$	991,941		$	4,500

COST OF SALES		324,690			-			751,153			-

GROSS MARGIN		124,883			1,500			240,788			4,500

OPERATING COSTS AND EXPENSES
Research and development		434,808			115,548			1,045,433			252,492
Selling, general and administrative		4,434,288			477,045			16,611,513			992,666

LOSS FROM OPERATIONS		(4,744,213	)		(591,093	)		(17,416,158	)		(1,240,658	)

OTHER EXPENSES
Interest expense		(9,213,042	)		(48,503	)		(22,214,084	)		(82,409	)
Loss on debt extinguishment		-			-			(12,038,787	)		-
Change in fair value of derivative liability		5,116,562			-			(8,762,192	)		-
Total other expenses		(4,096,480	)		(48,503	)		(43,015,063	)		(82,409	)

LOSS BEFORE PROVISION FOR INCOME TAXES	$	(8,840,693	)	$	(639,596	)	$	(60,431,221	)	$	(1,323,067	)

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS	$	(8,840,693	)	$	(639,596	)	$	(60,431,221	)	$	(1,323,067	)

NET LOSS PER SHARE – BASIC and DILUTED	$	(0.23	)	$	(0.03	)	$	(1.87	)	$	(0.06	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC and DILUTED		38,321,984			20,546,083			32,360,765			20,546,083

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT

(Unaudited)

					Additional						Total
	Common Stock				Paid-in			Accumulated			Shareholders’
	Shares		Par Value		Capital			Deficit			Deficit

BALANCE–December 31, 2008		20,546,083	$	2,055	$	273,045		$	(2,810,987	)	$	(2,535,887	)

Stock issued upon reverse merger		16,135,011		1,614		(68,028	)		−			(66,414	)

Share based payments		−		−		9,130,185			−			9,130,185

Net loss		−		−		−			(29,686,766	)		(29,686,766	)

BALANCE – March 31, 2009		36,681,094	$	3,669	$	9,335,202		$	(32,497,753	)	$	(23,158,882	)

Stock issued upon note conversion		753,632		75		1,654,491			-			1,654,566

Share based payments		-		-		1,647,188			-			1,647,188

Net loss		-		-		-			(21,903,762	)		(21,903,762	)

BALANCE – June 30, 2009		37,434,726	$	3,744	$	12,636,881		$	(54,401,515	)	$	(41,760,890	)

Stock issued upon note conversion and warrant exercise		1,185,635		117		3,621,907			-			3,622,024

New stock issuance		95,000		10		(10)			-			-

Shared based payments		-		-		3,044,321			-			3,044,321

Net loss		-		-		-			(8,840,694	)		(8,840,694)

BALANCE – September 30, 2009		38,715,361	$	3,871	$	19,303,099		$	(63,242,209	)	$	(43,935,239	)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	Nine Months Ended
	September 30, 2009			September 30, 2008

OPERATING ACTIVITIES
Net loss	$	(60,431,222	)	$	(1,323,067	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		107,222			12,391
Write off of debt discount on converted debt		700,232
Stock based compensation		13,821,694			-
Change in fair value of derivative warrant liability		8,762,165			-
Interest in connection with derivative liability		21,614,066			-
Loss on debt extinguishment		12,038,787			-
Note payable issued for Company expenses		28,164			64,000
Changes in operating assets and liabilities:
Accounts Receivable		(78,904	)		-
Inventory		75,266			(85,362	)
Prepaid NRE tooling		21,734			(21,734	)
Other current assets		30,102			3,108
Patents		(38,319	)
Accounts payable		805,190			21,731
Accrued compensation		(21,607	)		12,934
Accrued interest		116,447			83,716
Related party payable		(22,433	)		(52,776	)
Deferred revenue		(223,393	)		155,592
Accrued taxes		(498	)		9,659
Accrued liabilities		40,297			(32,568	)
Net cash used in operating activities		(2,655,010	)		(1,152,376	)

INVESTING ACTIVITIES
Purchase of equipment		(373,673	)		(134,333	)
Net cash used in investing activities		(373,673	)		(134,333	)

FINANCING ACTIVITIES
Cash received from reverse merger		270,229			-
Proceeds from convertible notes payable		2,430,000			1,620,814
Proceeds from short term notes payable		465,000			-
Principal payments on short term notes payable		(75,000	)		-
Net cash provided by financing activities		3,090,229			1,620,814

Net increase in cash		61,546			334,105

Cash – beginning of period		5,980			2,409

Cash – end of period	$	67,526		$	336,514

SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES
Exchange of 12% notes to 9% notes	$	2,047,214		$	-
Conversion of convertible notes payable to non-convertible short term debt	$	187,365		$	-
Convertible notes payable in lieu of payables	$	291,057		$	64,000
Derivative liability on warrants issued with convertible notes payable	$	4,893,033		$	-
Conversion of accrued interest to convertible notes payable	$	199,439		$	-
Common stock issued upon reverse merger	$	1,614		$	-
Net liabilities assumed in reverse merger	$	66,414		$	-
Common stock issued for note conversion and warrants exercised	$	202		$	-

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1.	ORGANIZATION

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

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

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Reverse Merger Accounting

2.	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Condensed Consolidated Financial Statements

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

Subsequent Events

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

Use of Estimates

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Going Concern

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

Principles of Consolidation

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

Trade Accounts Receivable

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

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

Patents

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Inventory

Impairment of Long-Lived Assets

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

Equipment

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Advertising

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

Research and Development Costs

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

Deferred Revenue

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

Derivative Liabilities and Classification

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Basic and Diluted Loss per Share

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

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

Revenue Recognition

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

Stock Based Compensation

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

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

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

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

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

EQUIPMENT

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

	2009			2008

Equipment	$	49,260		$	27,409
NRE tooling		424,903			124,287
Test facility		100,560			56,856
Leasehold improvements		10,254			2,752
Web site development costs		13,566			13,566
		598,543			224,870
Accumulated depreciation		(144,575	)		(37,353	)

	$	453,968		$	187,517

DEBT

Short Term Debt

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

Convertible Notes Payable and Convertible Notes Payable to Related Party

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

	Amount		Discount			Convertible Notes Payable, net of discount		Convertible Notes Payable Related Party, net of discount

Exchange Notes		2,209,347		(2,209,347	)		-		-
Reverse Merger Notes		200,000		(200,000	)		-		-
New Convertible Notes		1,920,365		(1,920,365	)		-		-
Other Convertible Notes		75,000		(75,000	)		-		-
		4,404,712		(4,404,712	)		-		-

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

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

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

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

Reverse Merger Notes-Convertible Notes Payable, net of discount

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

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

New Convertible Notes-Convertible Notes Payable, net of discount

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

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

Other Convertible Notes-Convertible Notes Payable, net of discount

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

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

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

6.	DERIVATIVE LIABILITIES

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

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

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

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

During the three months ended June 30, 2009, we recognized a charge of $11,489,557 based on the change in fair value (mark-to-market adjustment) of both the warrant derivative liability and the embedded conversion feature derivative liability in the accompanying condensed consolidated statement of operations. The value of the derivative liability was $41,082,944 at June 30, 2009.

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

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

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

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

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

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

7.	INCOME TAXES

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

8.	STOCK BASED COMPENSATION

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

The Company estimates the fair value of employee stock options granted using the Black-Scholes Option Pricing Model. Key assumptions used to estimate the fair value of stock options include the exercise price of the award, the fair value of the Company’s common stock on the date of grant, the expected option term, the risk free interest rate at the date of grant, the expected volatility and the expected annual dividend yield on the Company’s common stock.

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

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

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

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

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

Stock Option Activity

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

			Weighted
			Average
	Number		Exercise
	Shares		Price

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

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

	Outstanding		Exercisable

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

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

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

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

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

Options Outstanding

Options Exercisable

Weighted

Average

Weighted

Remaining

Weighted

Remaining

Number of

Average

Contractual

Number of

Average

Contractual

Exercise

Options

Exercise

Life of Options

Options

Exercise

Life of Options

Price

Outstanding

Price

Outstanding

Exercisable

Price

Exercisable

0.50-$0.75

11,351,240

0.55

4.37 yrs

8,633,931

0.53

4.37 yrs

2.70

300,000

2.70

4.71 yrs

114,925

2.70

4.71 yrs

11,651,240

0.58

4.38 yrs

8,748,856

0.56

4.37 yrs

9.	COMMON STOCK

Common Stock Issued

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

10.	COMMITMENTS AND CONTINGENCIES

Operating Leases

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

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

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

Manufacturing Agreement

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Legal Matters

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

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

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

Executive Compensation

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

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

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

11.	SUBSEQUENT EVENTS

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

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

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

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements and Factors Affecting Future Results

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

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

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

●

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

●

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

●

Our ability to commercialize our products;

●

Product defects or malfunctions;

●

The intensity of competition; and

●

General economic conditions.

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

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Basis of Presentation

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

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

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

Overview

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

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

Plan of Operations

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

Revenues

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Cost of Sales

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

Gross Profit

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

Research and development.

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

Selling, general and administrative

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

Other Expenses

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

Use of estimates

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Results of Operations

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

Revenues

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

Cost of Revenues

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

Gross profit

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

Research and development

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

Selling, general and administrative

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

Other expense

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

Provision for income taxes

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Net loss

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

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

Revenues

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

Cost of Revenues

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

Gross profit

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

Research and development

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

Selling, general and administrative

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

Other expense

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

Provision for income taxes

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

Net loss

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

Going Concern

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

Financial Condition and Liquidity

Liquidity and Capital Resources

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

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

HELIX WIND, CORP.

(formerly Clearview Acquisitions, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(Unaudited)

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

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

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

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

Off-balance sheet arrangements

We have no off-balance sheet arrangements.

Contractual Obligations

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Critical Accounting Policies

Use of Estimates

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

Long-lived Assets

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

Derivative Liabilities and Classification

Stock Based Compensation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS