NewStream Energy Technologies 1012G Registration of securities

U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities and Exchange Act of 1934

CLEAN COAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Nevada		2691079442
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

12518 W Atlantic Blvd, Coral Springs, FL		33071
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number: (954) 344-2727

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which
to be so registered		each class is to be registered

None		N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock

(Title of Class)

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


Large accelerated filer o		Accelerated filero

Non-accelerated filer x		Smaller reporting companyo
(Do not check if a smaller reporting company)

Table of Contents


		Page
Item 1.	Business	3
Item 1A.	Risk Factors	10
Item 2.	Financial Information	15
Item 3.	Properties	19
Item 4.	Security Ownership of Certain Beneficial Owners and Management	19
Item 5.	Directors and Executive Officers	20
Item 6.	Executive Compensation	22
Item 7.	Certain Relationships and Related Transactions, and Director Independence	23
Item 8.	Legal Proceedings	24
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	24
Item 10.	Recent Sales of Unregistered Securities	26
Item 11.	Description of Registrant’s Securities to be Registered	27
Item 12.	Indemnification of Directors and Officers	28
Item 13.	Financial Statements and Supplementary Data	29
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29
Item 15.	Financial Statements and Exhibits	29

SIGNATURES		29

FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006		F -1

FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007 (UNAUDITED)		F-14

Item 1. Business

Forward-Looking and Cautionary Statements

Except for statements of historical fact, certain information in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “would,” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations, or of our financial position, or state other “forward-looking” information. Clean Coal believes that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control. Further, we urge you to be cautious of the forward-looking statements that are contained in this Form 10 because they involve risks, uncertainties and other factors affecting our technology, planned operations, market growth, products and licenses. These factors may cause our actual results and achievements, whether expressed or implied, to differ materially from the expectations we describe in our forward-looking statements. The occurrence of any of these events could have a material adverse effect on our business, results of operations and financial position.

Overview

Clean Coal Technologies, Inc. (“We,” “Company” or “Clean Coal”) owns a patented technology that we believe will provide clean energy at low costs through the use of the world’s most abundant fossil fuel, coal. Our technology is designed to utilize controlled heat to extract and capture pollutants and moisture from low-rank coal, transforming it into a clean-burning, more energy-efficient fuel, prior to combustion. Our proprietary coal cleaning process is designed to ensure that the carbon in coal maintains its structural integrity during the heating process while the volatile matter (polluting material) within the coal turns into a gaseous state and is removed from the coal. We have trade-marked the name “PRISTINE” as a means of differentiating our processed product from the negative connotations generally associated with coal, and its traditional use. PRISTINE™ is applicable for a varie ty of applications, including coal-fired power stations, chemical byproduct extraction, and as a source fuel for coal to liquid technologies.

History

The Company was originally chartered in the state of Delaware on September 17, 1986 under the name Riverside Technologies, Inc. In September 2007, we changed our domicile to Nevada and changed our name to Clean Coal Technologies, Inc. On November 19, 2007 we completed a share exchange agreement with Clean Coal Systems, Inc, a Florida corporation (“CCSI”) whereby we exchanged 294,784,480 (as adjusted after stock splits) common shares for all of the outstanding stock of CCSI. The combined companies now operate under the name Clean Coal Technologies, Inc. CCSI was incorporated in Florida on May 7, 2007. Prior to the merger with the Company, CCSI merged with Saudi American Minerals, Inc. (“SAMI”) on September 7, 2007. CCSI did not have any operations prior to the merger with SAMI. SAMI was originally incorporated as Golden Triangle Corporation (“Golden”) on October 20, 1997 in the State of Nevada. In June 1998, Go lden merged with Consolidated Energy International, Inc., and in October 1999 changed its name to Saudi American Minerals, Inc.

Registration Statement

We are voluntarily filing this registration statement on Form 10 in order to make information concerning Clean Coal more readily available to the public. We believe that being a reporting company under the Securities Exchange Act of 1934, as amended (“Exchange Act”), will enable Clean Coal to make an application to have its common stock traded on the NASD’s over-the-counter bulletin board (“OTCBB”). Also, being a reporting company will make information concerning Clean Coal more accessible to its stockholders, prospective stockholders and the public trading market. This registration statement will automatically become effective after sixty days from filing with the United States Securities & Exchange Commission (“SEC”) unless voluntarily withdrawn by the Company prior to that time.

Upon the effectiveness of this registration statement, we will be obligated to file with the SEC certain interim and periodic reports including an annual report containing audited financial statements. We will also be obligated to report significant current events and changes in stock ownership of our officers, directors and affiliates.

Principal Executive Office

Our principal executive offices are located at 12518 W Atlantic Blvd., Coral Springs, FL 33071. Our telephone number is (954) 344-2727; our facsimile number is (954) 757-1765. We maintain a web site at www.cleancoaltechnologiesinc.com.

Technology

Our coal treating process extracts the volatile matter (solidified gases or pollutant material) from standard low-rank coal by heating coal as it transitions through several disparate heat chambers, causing the volatile matter to turn to gas and escape the coal, leaving behind a clean-burning fuel source. Historically, the primary technological challenge of extracting this volatile matter has been maintaining the structural and chemical integrity of the carbon, while achieving enough heat to turn the volatile matter into a gaseous state. Heating coal to temperatures well in excess of 400º Fahrenheit is necessary to quickly turn volatile matter gaseous. However, heating coal to these temperatures has generally caused the carbon in the coal to disintegrate into an unusable fine powder (coal dusting). Our patented flow process transitions the coal through several atmospherically independent heat chambers controlled at increasingly higher temperatures. These heat chambers are infused with inert gases, primarily carbon dioxide (CO₂), preventing the carbon from combusting. We have identified the optimum combination of atmospheres, levels of inert gases, transport speed, and temperatures necessary to quickly extract and capture volatile matter, while maintaining the structural and chemical integrity of the coal. Using our technology, we are able to capture the volatile gases that escape the coal, and to utilize some of these gases to fuel the process, while others are captured to potentially provide an ancillary revenue stream. Depending on the characteristics of the coal being cleaned, the flow processing time is expected to be in the range of 12 to 18 minutes.

As part of the process to commercialize our technology, on December 31, 2007, we entered into an agreement with our engineering consultant, Benham Companies, LLC (“Benham), a subsidiary of Science Applications International Corporation (“SAIC”). The contract provides for the engineering design, procurement and construction of our initial plant in China and other countries. Benham’s design provides for the deployment of standard operational modules, each with annual capacity of 166,000 metric tons, providing the flexibility to be configured in accordance with customers’ individual production capacity requirements. Benham’s work suggests that our coal cleaning process may be energy self-sufficient, relying upon captured methane and other byproducts to fuel the coal cleaning process.

Our technology has been tested and proven under laboratory conditions, and the results have been studied by Benham, SAIC and certain joint venture candidates. Testing has shown no evidence of coal dusting or other technical concerns that might hinder commercialization.

We believe that our technology has three distinct primary applications: the cleaning of coal for direct use as fuel, the extraction of potentially valuable chemical by-products for commercial sale, and the use of processed coal as a feed stock for gasification and liquefaction (CTL) projects. While we believe each application offers vast potential for commercialization, our market entry strategy is focused on what we believe is our most immediate opportunity, the production of clean coal.

Business Activities and Strategy

The principal element of our current business strategy was to partner with local utilities, power producers or mine owners to build, own and operate the initial facility utilizing our technology. With the signing of a contract with the Inner Mongolian Autonomous Region, we have modified our strategy to one of establishing a Cooperative Joint Venture (CJV), in conjunction with a production contract to provide clean coal (PRISTINE™) as a fuel source

for liquefaction. Upon successful operation and “proof of concept” of our initial facility, we intend to deploy a model whereby we will license our technology to third parties and exact a license fee, as well as a royalty fee, based on plant production.

We also intend to co-locate our facilities with both new and existing coal-burning power plants. The proposed footprint of the facilities is expected to be 15 to 20 acres for small capacity plants, including land for storage of treated or clean coal. We believe that the majority of the plant components are commercially available, and the only significant custom components are related to our proprietary thermal chambers.

As a step towards the construction and operation of an initial facility, on April 23, 2008, we signed an MOU with the Xing’an League Administrative Office of Inner Mongolia Autonomous Region, PRC to explore business opportunities in the Inner Mongolia region of China, subsequently amended on June 11, 2008, when we signed an MOU with Sino-Mongolia International Railroad Systems, Co. Limited of Inner Mongolia Autonomous Region, PRC (SMIRSC). On December 2, 2008, we signed a joint venture agreement with SMIRSC under which we will provide the technology to enhance low-grade coal for a coal liquefaction facility in Inner Mongolia Autonomous Region, PRC. The joint venture company will build an initial plant with an annual capacity of 1.5 million metric tons to supply clean coal for a newly constructed power station. The initial plant is projected to employ 10 of the 166,000 metric ton operating modules, with an allowance for redundancy. Thereafter production is estimated to be increased to a capacity of 80 million metric tons annually, the majority of which will be used as feed stock for coal-to-liquid production. Ground breaking on the plant site is scheduled to take place during the first quarter, 2009, with initial clean coal production estimated to commence within 18 months thereafter. Under the terms of the agreement, SMIRSC will be a 75% partner and appoint 3 directors to the board of the joint venture. We will be a 25% partner and appoint 2 directors to the board. As its contribution to the joint venture, SMIRSC will provide approximately US$ 25 million in capital, land use rights and improvements, coal reserves for feed stock, delivery of raw materials and subsequent distribution of finished products, guaranteed purchase commitments for finished products. We will provide approximately US$ 8.3 million in capital, a license to use our patented clean coal technology and technical supervision and support for theconstruction, installation and operation of the plant. Each party has committed to contribute a minimum twenty percent (20%) of its share of the capital of the joint venture within 90 days of the completion of a feasibility study, and shall make the remaining capital contributions within 2 years in accordance with the progress of the project. The feasibility study is underway and is expected to be completed by the end of January 2009.

In the longer term, we have been exploring joint venture arrangements and other strategic partnerships with various parties to facilitate the deployment of our technology. We are currently in various stages with several parties, specifically:

On October 19, 2007, we signed a joint venture agreement with Shanxi Poar Company Ltd. for the development of a facility in Shanxi province, China. The planned scale of this project is to be one million metric tons annually and the facility is expected to cost $100 million. This project is currently under review pending the resolution of several key issues, including the provision of a suitable property, key services and infrastructure provisions, the completion of the required feasibility study, and the commitment of the end users to purchase the clean coal product and its chemical byproducts at the price points originally contemplated.

On April 16, 2008, we signed an MOU with the Shanghai Huayi Company to determine the applicability of our technology as a complement to Huayi’s gasification program and other technologies. In conjunction with the diligence process, engineers from Benham and SAIC have met with the Huayi group. We are continuing our discussions with the Huayi group to determine the effectiveness of our technology in conjunction with Huayi’s own gasification technology.

In May, 2008 we commenced negotiations with a major U.S. utility that burns over 25 million tons of coal annually, and purchases an additional 80 million tons for other utilities. This group has worked closely with Benham in recent months to assess the potential benefits from our technology, and has expressed a desire to support the development of a project utilizing it. Unfortunately, current economic trends have delayed this project, although we continue to jointly evaluate potential avenues for cooperation, and financial and engineering options.

Competitive Strengths

We believe our technology and designs represent the only process that can effectively separate and capture pollution-causing chemicals prior to carbon combustion in a commercially viable manner. Our process differs from competing processes through its ability to maintain the structural integrity of coal during the heating process. This is achieved through a unique design that inserts inert gas into heating chambers, and maintains the inert atmosphere in each chamber. By inserting an inert gas into the chambers, the process allows for rapid heating of the coal and prevents coal combustion and significant coal dusting. Competing technologies have used differing methods of preventing coal combustion and dusting, albeit with limited success. Some of the particular strengths of our process include:

Pollution reduction:By heating coal prior to combustion, we are able to extract volatile matter (pollutants in the form of solidified gases) from the coal in a controlled environment, transforming coal with high levels of impurities, contaminants and other polluting elements into an efficient, clean source of high energy, low polluting fuel. Testing has demonstrated that our process removes a substantial percentage of harmful pollutants, including mercury.

Lower cost of operation:We believe that our process will be a relatively low-cost solution to the reduction of pollution at coal-fired power facilities. Benham, our engineering consulting firm, believes that our coal cleaning process may not require any external energy and can be fully fueled by the methane and other byproducts that the process captures from raw coal. This effective use of byproducts contrasts markedly with emissions scrubbers that generally use a portion of the generated power and have high initial capital and maintenance costs.

Increased flexibility in feedstock:Our process eliminates both the moisture and volatile matter in raw coal, increasing the heat capacity of standard sub-bituminous low-rank raw coal from approximately 8,000 BTUs to an average of 12,500 BTUs. We believe the process can increase heat capacity of lignite raw coal ranging from 4,000-7,000 BTUs to a range of 9,000-10,000 BTUs. As the supply of high-BTU bituminous coal dwindles, our technology may enable coal-fired plants to effectively utilize the much more abundant low-rank coal.

Favorable price arbitrage: Low-rank coal with a heat capacity of 7,000 – 9,000 BTUs currently sells for approximately $10 - $15 per ton, compared to high-BTU bituminous coal with a heat capacity of 10,000+ BTUs, which sells for $90 - $100 per ton, according to U.S. Department of Energy figures published in May 2008. Our process essentially transforms low-grade coal into bituminous coal at a direct cost of an estimated $3 - $4 per ton, capturing the value of higher-grade coal prices.

Potential tax benefits:We believe clean coal production tax credits may potentially be available for coal processed in facilities utilizing our technology. While these credits expired on January 1, 2009, Congress may consider legislation extending the credits.

Competition

The majority of our competitors are focused on increasing the BTU (calorific value) characteristics of coal by removing the inherent moisture contained in coal. Our process not only removes the moisture, but also removes the harmful volatiles and pollutants which we capture as a chemical “soup” that may be further refined by us, or possibly sold directly to chemical manufacturers as a complementary revenue source. Additionally, we believe our process is self-sufficient in that its energy needs may be provided by the process itself, and requires no external energy provisions.

We believe our most direct competition in the reduction of coal emissions comes from companies offering two types of treatments: (i) pre-combustion cleaning designed to remove impurities; (ii) and post-combustion filtering or “scrubbers” designed to filter released gases.

Competitors in the pre-combustion area include Evergreen Energy, Inc. (“Evergreen”) and

CoalTek, Inc. (“CoalTek”). Evergreen, based in Denver, Colorado, developed a technology primarily focused on reducing the moisture in raw coal to increase its heating capacity. We believe that Evergreen has not successfully overcome challenges from coal dusting and does not appear to have built a commercially viable plant. CoalTek, based in Tucker, Georgia, claims its patent-pending process uses electromagnetic energy to reduce contaminants and moisture in coal prior to combustion. While public information is limited, we believe the amount of energy necessary to run the electromagnetic process may offset any economic benefits of the upgraded coal.

Competitors in the post-combustion area include companies such as Babcock & Wilcox Company (Lynchburg, Virginia) and Foster-Wheeler (Clinton, New Jersey), as well as various smaller companies that produce various kinds of scrubbers. Scrubbers remove particulates and gases from exhaust streams after coal has combusted. These devices are generally expensive to manufacture and install initially, as well as expensive to operate due to power requirements that consume a significant percentage of power output. They may also require frequent and costly maintain due to the corrosive nature of some of the combustion products, and they can generate large amounts of waste.

More indirect competition comes from alternative low-pollution energy sources, including: wind, bio-fuels and solar; all of which need additional technological advancements to be able to produce power at the scale of coal-fueled plants, which today produce 43% of world’s electricity according to U.S. Department of Energy figures published in May 2008.

Patents

Our technology is the subject of U.S. patent #6,447,559, “Treatment of Coal” which was issued in 2002 and expires in 2019. We filed a PCT application with this U.S. patent, and, in accordance with this, patents have been applied for in China (essentially, patent-pending). China, like many other countries, maintains a “first-to-file” rule that should provide us with IP protection in advance of the actual patent grant.

Our patent details a process wherein coal is heated to different temperatures in various chambers with controlled low-oxygen atmospheres. There are seals between these chambers, serving to maintain the heat and gas content in each chamber. The invention notes the controlled volitization and removal of moisture and organic volatiles, while maintaining the structural integrity of the coal and reducing the level of disintegration into powder form. The invention also notes the significantly decreased time in treating coal as compared to alternative approaches.

In conjunction with Benham’s commercialization design of the original patent, we filed for an additional patent on March 31, 2008. We filed a PCT application with this as well, affording it the same protection as noted above. The March 31, 2008 application details the process of using byproducts to power the process, and details a simpler, vertical factory design with proprietary seals that help preserve the atmosphere of each chamber, compared to a horizontal design in the original filing. This application goes into great detail regarding the byproducts of the coal and their capture.

We expect to file for additional patents as we continue the commercialization of our technology and factory design. We intend to continue to seek worldwide protection for all our technology. The following table provides a summary of our technology to date.


Description of Patent	U.S. or Foreign Patent Appln/Serial No.	Issue Date or Date Filed	Brief Description/Purpose
Process for treating coal to enhance its rank.	Issued US 6,447,559	09/10/2002	The process reduces the time, capitalization, and production costs required to produce coal of enhanced rank, thus substantially increasing the cost effectiveness and production rate over prior processes.
Continuation patent application directed to process for treating coal to enhance its rank.	Pending US 11/344,179	02/01/2006	Continuation of parent USP 6,447,559 – seeking broader protection
	Pending in China 818174.8	11/02/2000	Counterpart to ‘559 US patent
	Pending in Canada 2,389,970	11/02/2000	Counterpart to ‘559 US patent
	Pending in EPO 992027.3	11/02/2000	Counterpart to ‘559 US patent
	Pending in Indonesia W-00200201274	11/02/2000	Counterpart to ‘559 US patent
	Pending in Hong Kong 3107833.3	10/30/2003	Counterpart to ‘559 US patent
Coal Enhancement Process	Pending PCT/US2008 International application designating all countries	4/15/08	Improved process for increasing rank of biomass which reduces the time, capitalization, and production costs required to produce coal of enhanced rank, thus substantially increasing the cost effectiveness and production rate over prior processes.

Governmental Regulations

Environmental Regulation Affecting our Potential Market

We believe that existing and proposed legislation and regulations could impact fossil fuel-fired, and specifically coal-fired, power generating facilities nationally and internationally. According to the U.S. Environmental Protection Agency, or EPA, power generation emits substantial levels of sulfur dioxide, nitrogen oxides, mercury and carbon dioxide into the environment. Regulation of these emissions can affect the potential market for coal processed using our technology by imposing limits and caps on fossil fuel emissions. The most significant, existing national legislation and regulations affecting our potential market include the Clean Air Act, the Clean Air Interstate Rule and the Clean Air Mercury Rule, which are described further below.

State and regional policies may also impact our market. The Regional Greenhouse Gas Initiative requires reduction in carbon dioxide emissions from electric generating units, beginning in January 2009 in 10 northeastern states. The state of California has adopted a stringent greenhouse gas policy that will affect coal-fired electricity generated in and imported into the state. And the Western Climate Initiative, a coalition of 7 western states, is working on a regional, economy-wide greenhouse gas reduction program. Additionally, states are implementing emission reduction policies more stringent than national policy, such as, requiring more stringent mercury reduction than the EPA's Clean Air Mercury Rule and Renewable Portfolio Standards requiring robust renewable electricity generation.

The following briefly describes the most significant existing national laws and regulations affecting the potential market for coal processed using our technology.

The Clean Air Act and Acid Rain Program. The Clean Air Act of 1970, as amended, is currently the primary mechanism for regulating emissions of sulfur dioxide and nitrogen oxide from coal-fired power generating facilities. A key component of the act regulates sulfur dioxide and nitrogen oxide emissions. Specifically, title IV set a goal of reducing sulfur dioxide emissions by 10 million tons below 1980 levels and imposed a two-phased tightening of restrictions on fossil fuel-fired power plants. Phase I began in 1995 and focused primarily on coal-burning electric utility plants in the east and midwest. In 2000, Phase II began and this phase tightened the annual emissions' limits on larger higher emitting plants and set restrictions on smaller, cleaner plants fired by coal, oil, and gas. The Acid Rain Program calls for a 2 million ton reduction in nitrogen oxide emission and focuses on one set of sources that emit nitrogen oxide: coal-fired electric utility boilers. Beginning in January 2000, nitrogen oxide emissions are to be reduced 900,000 tons per year beyond the 1.2 million per year reduction set by the EPA in 1995.

Clean Air Interstate Rule. The Clean Air Interstate Rule was finalized by the EPA in March 2005. Once fully implemented, this rule will reduce sulfur dioxide emissions in 28 states and the District of Columbia by more than 70% and nitrogen oxide emissions by more than 60% from the 2003 levels. Through the use of a cap-and-trade approach, the rule promises to achievesubstantial reduction of sulfur dioxide and nitrogen oxide emissions. Reductions of nitrogen oxide emissions begin in January 2009, followed by reductions of sulfur dioxide emissions in January 2010. The program will be fully implemented by January 2015.

Clean Air Mercury Rule. The U.S. Environmental Protection Agency, or EPA, finalized the Clean Air Mercury Rule, or CAMR, on March 15, 2005 to reduce mercury emissions from coal-fired power plants. Phase 1 of CAMR was set to go into effect on January 1, 2010. However, on February 8, 2008, the U.S. Circuit Court of Appeals for the District of Columbia vacated the rule, requiring EPA to draft a new regulation. As a result of this ruling, it is likely that individual coal-fired boilers and power plants will be held to stringent levels of mercury emission reductions instead of averaging mercury emissions across multiple plants and across the country.

Environmental Regulation Affecting the Construction and Operation of Plants Using our Technology

In the United States, future production plants using our technology will require numerous permits, approvals and certificates from appropriate federal, state and local governmental agencies before construction of each facility can begin and will be required to comply with applicable environmental laws and regulations (including obtaining operating permits) once facilities begin production. The most significant types of permits that are typically required for commercial production facilities include an operating and construction permit under the Clean Air Act, a wastewater discharge permit under the Clean Water Act, and a treatment, storage and disposal permit under the Resource Conservation and Recovery Act. Some federal programs have delegated regulatory authority to the states and, as a result, facilities may be required to secure state permits. Finally, the construction of new facilities may require review under the National Environmen tal Policy Act, or a state equivalent, which requires analysis of environmental impacts and, potentially, the implementation of measures to avoid or minimize these environmental impacts.

Any international plants will also be subject to various permitting and operational regulations specific to each country. International initiatives, such as the Kyoto Protocol, are expected to create increasing pressures on the electric power generation industry on a world-wide basis to reduce emissions of various pollutants, which management expects will create additional demand for our technology.

In 2004, Congress passed tax credits for refined coal within the American Jobs Creation Act. To qualify for the tax credit, the refined coal must realize a reduction of at least 20% in nitrogen oxide emissions and at least 20% in either sulfur dioxide or mercury emissions and have an increase in market value over the comparable coal of at least 50%. Based upon our testing to date, we believe coal processed using our technology can meet these requirements and that plants using our technology may be eligible for the credit if it is extended by Congress beyond the original January 1, 2009 expiration.

Research and Development

We have spent approximately $224,000 during the first 9 months of fiscal 2008 on research development, and $4,100 during the fiscal year ended December 31, 2007. Research and development activities since inception have included the development of the original patented process and subsequent refinements as well as costs for coal tests that have been conducted on a wide range of international and domestic samples. Our current projection for research and development expenses for fiscal 2009 is approximately $500,000, which is primarily allocated for software development and further refinements associated with our proposed commercialization of our initial product design. If funding is available, we may also continue to evaluate complementary technologies that we believe will further strengthen the appeal of our overall product offerings. These complementary technologies may include carbon diox ide (CO2) capture and sequestration, clean water initiatives, and alternative uses for our technology within the bio-mass market segment.

Employees

At December 31, 2008, we have one full-time officer, our CEO and President Douglas Hague, and one full-time employee. Mr. Hague has a written employment agreement and our other employee is at-will.

ITEM 1A. RISK FACTORS

We have no operating revenues yet and we have made no provision for any contingency, unexpected expenses or increases in costs that may arise.

We are a development stage company and have no revenues from operations to use for operating expenses or research and development. Since inception, we have been able to cover our operating losses from debt and equity financing. We cannot assure you, however, that these sources of funds will be available to cover future operating losses. If we are not able to obtain adequate sources of funds to operate our business we may not be able to continue as a going concern.

Our business strategy and plans could be adversely affected in the event we need additional financing and are unable to obtain such funding when needed. It is possible that our available funds may not be sufficient to meet our operating expenses, development plans, and capital expenditures for the next twelve months. Insufficient funds may prevent us from implementing our business strategy or may require us to delay, scale back or eliminate certain opportunities for the commercialization of our technology. If we cannot obtain necessary funding, then we may be forced to cease operations.

We may experience delays in resolving unexpected technical issues arising in completing development of new technology that will increase development costs and postpone anticipated sales and revenues.

As we develop, refine and implement our technology, we may have to solve technical, manufacturing and/or equipment-related issues. Some of these issues are ones that we cannot anticipate because the technology we are developing is new. If we must revise existing manufacturing processes or order specialized equipment to address

a particular issue, we may not meet our projected timetable for bringing commercial operations on line. Such delays may interfere with our projected operating schedules, delay our receipt of licensing and royalty revenues from operations and decrease royalties from operations.

Because we have limited experience, we may be unable to successfully manage planned growth as we complete the transition from a technology development company to a licensing company.

We have limited experience in the commercial marketing arena, limited sales and marketing experience, and limited staff and support systems, especially compared to competitors in the energy industry. In order to become profitable through the commercialization of our technology, it must be cost-effective and economical to implement on a commercial scale. Furthermore, if our technology does not achieve, or if it is unable to maintain, market acceptance or regulatory approval, we may not be profitable.

Our success depends, in part, on our ability to license and market our technology effectively. We have limited marketing and sales capabilities. Although we may hire consultants to assist us in this transition period, we cannot assure you that we will properly ascertain or assess any and all risks inherent in the industry. We may not be successful in entering into new licensing arrangements, engaging independent sales representatives or partners, or recruiting, training and retaining an internal marketing staff and sales force, if necessary. If we are unable to meet the challenges posed by our planned licensing and sales growth, our business may fail.

The market in which we are attempting to sell our technology is highly competitive.

The market for our technology is highly competitive on a global basis, with a number of competitors having significantly greater resources and more established market penetration than us. Because of greater resources and more widely accepted brand names, many of our competitors may be able to adapt more quickly to changes in the markets we have targeted or devote greater resources to the development and sale of new technology products. Our ability to compete is dependent on our emerging technology which may take some time to develop market acceptance. To improve our competitive position, we may need to make significant ongoing investments in service and support, marketing, sales, research and development and intellectual property protection. We cannot assure you that we will have sufficient resources to continue to make such investments or that we will be able to secure a competitive position within the market we target. &n bsp;

Our business depends on the protection of our patents and other intellectual property and may suffer if we are unable to adequately protect such intellectual property.

Our success and ability to compete are substantially dependent upon our intellectual property. We rely on patent laws, trade secret protection and confidentiality or license agreements with our employees, consultants, strategic partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate. There are events that are outside of our control that pose a threat to our intellectual property rights as well as to our products and services. For example, effective intellectual property protection may not be available in every country in which we license our technology. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Any impairment of our intellectual property rights could harm our business and our ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results. In addition, other parties may independently develop similar or competing technologies designed around any patents that may be issued to us.

We have been granted one U.S. patent and have several U.S. patent applications pending relating to certain aspects of our technology and we may seek additional patents on future innovations. Our ability to license our technology is substantially dependent on the validity and enforcement of these patents and patents pending. We cannot assure you that our patents will not be invalidated, circumvented or challenged, that patents will be issued for our patents pending, that the rights granted under the patents will provide us competitive advantages or that our current and future patent applications will be granted.

Third parties may invalidate our patents

Third parties may seek to challenge, invalidate, circumvent or render unenforceable any patents or proprietary rights owned by or licensed to us based on, among other things:

subsequently discovered prior art;

lack of entitlement to the priority of an earlier, related application; or

failure to comply with the written description, best mode, enablement or other applicable requirements.

United States patent law requires that a patent must disclose the “best mode” of creating and using the invention covered by a patent. If the inventor of a patent knows of a better way, or “best mode,” to create the invention and fails to disclose it, that failure could result in the loss of patent rights. Our decision to protect certain elements of our proprietary technologies as trade secrets and to not disclose such technologies in patent applications, may serve as a basis for third parties to challenge and ultimately invalidate certain of our related patents based on a failure to disclose the best mode of creating and using the invention claimed in the applicable patent. If a third party is successful in challenging the validity of our patents, our inability to enforce our intellectual property rights could seriously harm our business.

We may be liable for infringing the intellectual property rights of others.

Our technology may be the subject of claims of intellectual property infringement in the future. Our technology may not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time-consuming, expensive to litigate or settle, could divert resources and attention and could require us to obtain a license to use the intellectual property of third parties. We may be unable to obtain licenses from these third parties on favorable terms, if at all. Even if a license is available, we may have to pay substantial royalties to obtain it. If we cannot defend such claims or obtain necessary licenses on reasonable terms, we may be precluded from offering most or all of technology and our business and results of operations will be adversely affected.

Our ability to execute our business plan would be harmed if we are unable to retain or attract key personnel.

Our technology is being marketed by a small number of the members of our management. Our technology is being developed and refined by a small number of technical consultants. Our future success depends, to a significant extent, upon our ability to retain and attract the services of these and other key personnel. The loss of the services of one or more members of our management team or our technical consultants could hinder our ability to effectively manage our business and implement our growth strategies. Finding suitable replacements could be difficult, and competition for such personnel of similar experience is intense. We do not carry key person insurance on our sole officer.

Overseas development of our business is subject to international risks, which could adversely affect our ability to license profitable overseas plants.

We believe a significant portion of the growth opportunity for our business lies outside the United States. Doing business in foreign countries may expose us to many risks that are not present domestically. We lack significant experience dealing with such risks, including political, military, privatization, technology piracy, currency exchange and repatriation risks, and higher credit risks associated with customers. In addition, it may be more difficult for us to enforce legal obligations in foreign countries, and we may be at a disadvantage in any legal proceeding within the local jurisdiction. Local laws may also limit our ability to hold a majority interest in the projects that we develop.

We do not know if coal processed using our technology is commercially viable.

We do not yet know whether coal processed using our technology can be produced and sold on a commercial basis in a cost effective manner after taking into account the cost of the feedstock, processing costs,

license and royalty fees and the costs of transportation. Because we have not experienced any full scale commercial operations, we have not yet developed a guaranteed efficient cost structure. We are currently using the estimates for anticipated pricing and costs, as well as the qualities of the coal processed in the laboratory setting to make such estimates. We may experience technical problems that could make the processed coal more expensive than anticipated. Failure to address both known and unforeseen technical challenges may materially and adversely affect our business, results of operations and financial condition.

We need immediate financing to meet our current obligations for facilities construction.

On December 2, 2008, we entered into a Cooperative Joint Venture agreement with the Sino-Mongolian International Railroad Systems Co., Ltd., which will be called the Sino-Mongolian International Investment Co. Ltd.The joint venture agreement will provide for the deployment of our technology into Inner Mongolia to form the foundation for a coal-to-fuel project that will initially scale to 80 million metric tons per year, and thereafter be increased to 1.0 billion metric tons. To meet our obligations under the JV agreement, upon completion of a feasibility study already underway, we are required to obtain substantial amounts of financing ($1,670,000 for our initial registered capital contribution, with a balance of $6,630,000 payable after 24 months from the completion of the feasibility study). There can be no assurance that such financing will be available to us. Inability to construct the facility or to finance the construction thereof on acceptable terms, will adversely affect our financial condition.

Construction of future facilities will require substantial lead time and significant additional financing.

We do not have any definitive contracts to construct future facilities. To the extent that we have secured joint venture or partnership agreements and identified appropriate sites for future facilities or agreed with utilities or other businesses to construct such facilities, we are required to begin a lengthy permitting and construction process. We estimate that it could take at least six months or longer to obtain necessary permits and approvals and that, depending on local circumstances, the required time could be much longer. Thereafter, construction of a facility with a capacity of approximately 80 million tons of processed coal per year will take an estimated period of 18 to 24 months. For plant construction, we could expect to incur construction expenses well in advance of any revenues and would be required to secure relatively long term financing for such construction, which financing may not be availa ble to us.

Any negative results from the continuing evaluation of our technology or processed coal produced at future facility sites could have a material adverse effect on the marketability of our technology and future prospects.

We are continuing to evaluate the attributes of coal processed using our technology on a laboratory scale. There can be no assurance that these evaluations will result in positive findings concerning the moisture content, heat value, emission-levels, burn qualities or other aspects of our processed coal. Furthermore, even if current evaluations indicate that our processed coal performs to design specifications, there can be no assurance that later tests or larger scale processing will confirm these current results or that the processed coal will be readily accepted by the market. The process of introducing our technology into the market may be further delayed if these test results are negative or if potential licensees conduct their own tests of the processed coal to determine whether it meets their individual requirements and the results are not acceptable. We have conducted numerous tests of our technology using a var iety of feed stocks in our laboratories. The ability to use feed stocks from other locations in the United States or overseas will depend on the results of future tests on different types of coal. If these tests limit the range of viable low-grade coal feed stocks for use in our process, site locations for future plants may be limited and the commercial appeal of the process may be less than anticipated. If this continuing process of evaluation and market introduction results in negativefindings concerning our process, it could have a material adverse effect on the marketability of our technology and on our financial condition, results of operations and future prospects.

Due to the uncertain commercial acceptance of coal processed using our technology we may not be able to realize significant licensing revenues.

While we believe that a commercial market is developing both domestically and internationally for cleaner coal products such as coal processed using our technology, we may face the following risks due to the developing market for cleaner coal technology:

limited pricing information;

changes in the price differential between low- and high-Btu coal;

unknown costs and methods of transportation to bring processed coal to market;

alternative fuel supplies available at a lower price;

the cost and availability of emissions-reducing equipment or competing technologies; and

a decline in energy prices which could make processed coal less price competitive.

If we are unable to develop markets for our processed coal, our ability to generate revenues and profits will be negatively impacted.

If we are unable to successfully construct and commercialize production plants, our ability to generate profits from our technology will be impaired.

Our future success depends on our ability to secure partners to locate, develop and construct future commercial production plants and operate them at a profit. A number of different variables, risks and uncertainties affect such commercialization including:

the complex, lengthy and costly regulatory permit and approval process;

local opposition to development of projects, which can increase cost and delay timelines;

increases in construction costs such as for contractors, workers and raw materials;

transportation costs and availability of transportation;

the inability to acquire adequate amounts of low rank feedstock coal at forecasted prices to meet projected goals;

engineering, operational and technical difficulties; and

possible price fluctuations of low-Btu coal which could impact profitability.

If we are unable to successfully address these risks, our results from operations, financial condition and cash flows may be adversely affected.

Future changes in the law may adversely affect our ability to sell our products and services.

A significant factor in expanding the potential U.S. market for coal processed using our technology is the numerous federal, state and local environmental regulations, which provide various air emission requirements for power generating facilities and industrial coal users. We believe that the use of clean-burning fuel technologies such as ours will help utility companies comply with the air emission regulations and limitations. However, we are unable to predict future regulatory changes and their impact on the demand for our technology. While more stringent laws and regulations, including mercury emission standards, limits on sulfur dioxide emissions and nitrogen oxide emissions, may increase demand for our technology, such regulations may result in reduced coal use and increased reliance on alternative fuel sources. Similarly, amendments to the numerous federal and state environmental reg ulations that relax emission limitations would have a material adverse effect on our prospects.

Item 2. Financial Information

This discussion and analysis contains statements of a forward-looking nature relating to future events or our future financial performance or financial condition. Such statements are only predictions and the actual events or results may differ materially from the results discussed in or implied by the forward-looking statements. The historical results set forth in this discussion and analysis are not necessarily indicative of trends with respect to any actual or projected future financial performance. This discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this report.

SELECTED FINANCIAL DATA

The following selected financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this report. The selected balance sheet data as of December 31, 2007 and 2006 and the selected statements of expenses data for the years ended December 31, 2007 and 2006 have been derived from our audited financial statements, which are included elsewhere in this report. Balance sheet data at December 31, 2003, 2004 and 2005 and statements of expenses data for the years ended December 31, 2003 and 2004 have not been included because the Company was dormant during those periods. The unaudited selected balance sheet dated as of September 30, 2008 and 2007 and the selected statement of expenses data for the nine months ended September 30, 2008 have been derived from our unaudited financial statemen ts included elsewhere in this report. Historical results are not necessarily indicative of the results to be expected in the future.


	Years Ended December 31,					Nine Months Ended September 30,
	2007		2006			2008		2007
Statements of Expenses Data:
Expenses:
General and administrative	$	343,388	$		7,835	$	378,697	$	160,011
Research and development	4,120		-			223,925		-
Consulting services	38,735,417		9,263			92,928,354		347,524
Loss from operations	(39,082,925)		(17,098)			(93,530,976)		(507,535)
Other expenses	(49,686)		(6,261)			(52,969)		(4,696)

Net loss	$	(39,132,611)	$	(23,359)		$	(93,583,954)	$		(512,231)

Basic net loss per share	$	(0.17)	$	(0.00)		$	(0.23)	$		(0.00)
Weighted average number of shares outstanding	232,908,707		136,797,236			413,799,076		162,239,776


	December 31,					September 30,
	2007		2006			2008
Condensed Balance Sheet Data:
Cash and cash equivalents	$	1,730		$	-	$	15,322
Total current assets		7,699			-		22,559
Total assets		12,699			-		28,578
Total liabilities		1,043,072			238,251		2,182,488
Total stockholders’ deficit	$	(1,030,373)		$	(238,251)	$	(2,153,901)

Factors Affecting Results of Operations

Our operating expenses include the following:

Consulting expenses, which consist primarily of amounts paid for technology development and design and engineering services;

General and administrative expenses, which consist primarily of salaries, commissions and related benefits paid to our employees, as well as office and travel expenses;

Research and development expenses, which consist primarily of equipment and materials used in the development and testing of our technology; and

Legal and professional expenses, which consist primarily of amounts paid for audit, disclosure and reporting services.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the financial statements and notes appearing elsewhere in this Form 10. We are a development stage company and have had no revenues for the years ended December 31, 2007 and 2006, and no revenues from inception. We anticipate that we may not receive any significant revenues from operations until we begin to receive some revenues from our partnership share in our Chinese joint venture which we estimate will be approximately twenty-four months.

For the Years Ended December 31, 2007 and 2006

Operating Expenses

Our operating expenses for the year ended December 31, 2007 totaled $39,082,925, compared to $17,098 for the prior year. The primary component of our 2007 expense and the increase over the prior year was shares issued for services. Of the total expenses, $29,726,000 was recorded as an expense for the share-based compensation of 7,640,000 common shares issued to our directors as an incentive to serve on the board and to related parties for services, as well as an additional $8,445,127 in expense for share-based compensation to our CEO and president with the remaining expense attributable to common shares to unrelated third party consultants for services.

Other than the expense recorded for stock compensation in 2007, expenses consisted of $844,917 in consulting expenses, legal and professional expenses of $169,124, salary and payroll expenses of $19,132 and travel expenses of $188,658. Of the consulting expenses, $688,452 was for related party consultants and $156,456 was for unrelated third party consultants. In the same period in fiscal 2006, our expenses were $17,098 for general operating and travel expenses.

Net Loss

For the year ended December 31, 2007, including the expense recorded for the stock issued for services detailed above, we experienced a $39,132,611 net loss compared to a $23,359 net loss for the prior year. Excluding the expense related to the shares issued for services, losses increased in the 2007 fiscal year because we had virtually no operations for fiscal 2006. For the year ended December 31, 2007, in addition to the operating expenses outlined above, we had $8,329 in interest expenses, primarily for interest on loans, and $41,357 in a loss on the extinguishment of an unsecured promissory note outstanding since 2000 (see Note 5 to the audited financial statements). In the prior year, we had $6,261 in interest expenses related to loans.

Since inception, we have incurred net losses totaling $40,645,861 due primarily to the issuance of stock for services plus interest expense on loans and the extinguishment of debt.

For the Nine Months Ended September 30, 2008 and 2007

Revenues

We have had no revenues for the nine months ended September 30, 2008 and 2007 and do not anticipate any significant revenues for approximately twenty-four months, as stated above.

Operating Expenses

Our operating expenses for the nine months ended September 30, 2008 totaled $93,530,976, compared to $507,535 for the same period in the prior year. The primary component of the operating expenses and the increase over the prior year period was for shares issued for services. We recorded stock-based compensation to our CEO and president of $38,566,079, expense for shares granted to McGovern Capital, LLC, an unrelated third party consultant, for business consulting services valued at $37,173,413, and $15,128,916 in expense recorded for the grant of warrants to Cappello Capital Corporation for strategic advisory services.

Other than the expense recorded for stock compensation in 2008, expenses consisted of $739,862 in consulting expenses, legal and professional expenses of $88,084, salary and payroll expenses of $214,967 and travel expenses of $57,733. Of the consulting expenses, $445,000 was for related party consultant services and $294,862 was for unrelated third party consultants. In the same period in fiscal 2007, our expenses were mainly $347,524 in consulting expenses and legal and professional expenses and travel expenses of $87,826.

Net Loss

For the nine months ended September 30, 2008 we experienced a $93,583,954 net loss compared to a $512,231 net loss for the prior year period. Losses increased in the current fiscal year in part because we had more than the only minimal operations for most of the prior year. However, the most significant increase is due to the recording of share-based compensation detailed above.

For the nine months ended September 30, 2008, in addition to the operating expenses outlined above, we had $52,969 in interest expenses, primarily for interest on loans. In the prior year period, we had $4,696 in interest expenses related to loans.

We anticipate losses from operations will increase somewhat during the next twelve months due to anticipated increases payroll expenses as we add necessary staff and increases in legal and accounting expenses associated with becoming a reporting company. We expect that we will continue to have net losses from operations for several years until revenues from operating facilities become sufficient to offset operating expenses.

Liquidity and Capital Resources

We have had no revenues since inception. We have obtained cash for research and development activities and operating expenses through advances and/or loans from affiliates and stockholders. Our technology has not yet been installed in an operating commercial facility and we anticipate it will be a minimum of 12 to 15 months until the first operational plant to be constructed with the Sino-Mongolia International Railroad Systems, Co. Limited of Inner Mongolia Autonomous Region, PRC (SMIRSC), our Chinese joint venture partner, is completed. Once the plant is completed and fully operational, we should begin to receive our 25% partnership share of some revenues from plant operations but we cannot predict exactly when those revenues will start.

Net Cash Used By Operating Activities. Our primary sources of operating cash during the nine months ended September 30, 2008 was from loans from related parties. Our primary uses of funds in operations were payments made to our consultants and employees, as well as travel and office expenses. Net cash used by operating activities was $89,350 for the nine months ended September 30, 2008 compared to $292,223 for the same period in 2007. The decrease in cash used in operating activities in 2008 is primarily due to increases in accounts payable to a related party and accounts payable, as well a smaller increase in accrued expenses. Non-cash items include $38,566,079 in share-based compensation to our chief executive officer, grant of shares valued at $37,173,413 for McGovern Capital, LLC, $15,128,916 in expense recorded for the grant of warrants to Cappello Capital Corporations, and $1,592,000 in additional shares issued for services. Net cash used in operating acti vities since inception totaled $1,794,914.

Net Cash Used In Investing Activities. Net cash used in investing activities was $1,019 for the nine months ended September 30, 2008 and $0 for the same period in 2007. Since inception, cash used in investing activities has totaled $11,339. Our primary use of investing cash since inception has been for the purchase of fixed assets and a deposit.

Net Cash Provided by Financing Activities. During the nine months ended September 30, 2008, cash flows provided by financing activities totaled $103,961 from a related party loan. For the prior year period, cash flows provided by financing activities were $301,000 in advances from related parties. Since inception, cash flow from financing activities totals $1,821,575 in loans and advances from related parties.

Cash Position and Outstanding Indebtedness

Our total indebtedness at September 30, 2008 was $2,182,488, including current liabilities of $1,140,637 and debt from related parties of $1,041,851. Current liabilities consist primarily of accounts payable, accounts payable to related parties, advances from related parties and accrued expenses. At September 30, 2008, we had current assets of $15,322 in cash and $7,237 in prepaid expenses. We have property, plant and equipment (net of accumulated depreciation) of $1,019 and a $5,000 deposit.

Contractual Obligations and Commitments

The following table summarizes our contractual cash obligations and other commercial commitments at September 30, 2008.


	Payments due by period
	Total		Less than 1 year			1 to 3 years		3 to 5 years			After 5 years

Facility lease⁽¹⁾	$	61,680		$	37,008	$	24,672		$	-			$	-
SMIRSC contract⁽²⁾	8,333,000			1,670,000		6,660,000			-			-
Total contractual cash obligations	$	8,394,680		$	1,707,008	$	6,684,672		$	-		$		-

(1) Our lease term runs until May 31, 2010, at a minimum monthly rate of $3,084 per month for approximately 1,450 square feet.

(2) In December 2007, we signed a JV agreement with SMIRSC that requires us to make an initial payment of$1,670,000 for our initial registered capital contribution within 90 days after the completion of a feasibility study, with a balance of $6,660,000 payable after 24 months from the completion of the study. Although we do not yet have a date certain for the study to be finished, we believe it will be completed prior to January 31, 2009.

Based on our current operational costs, we will need approximately $2,200,000 to fund our operations for the next 12 months, and a similar additional amount to continue operations for the following twelve months, or until the initial plant is up and running. We are also contractually required to provide approximately $1,670,000, representing the first 20% of our partnership contribution, within ninety days of the completion of a feasibility study which we estimate will be finished not later than January 31, 2009. The remaining portion of our funding for the joint venture will be due within twenty-four months of the study’s conclusion. Accordingly, we estimate we need to raise total capital of approximately $5,000,000 for each year of the next two years in order to meet our funding commitments and continue operations.

At this filing date, we do not have firm commitments for funding but intend to seek sufficient debt or equity funding to meet both our capital contribution deadlines and funding sufficient for our operations.

We also intend to seek partnership or license arrangements in order to begin construction of other facilities. Our engineering consultant, Benham Companies, LLC (“Benham) has tentatively estimated construction costs for each one million metric ton coal cleaning facility of approximately $100 million (excluding land costs). We are in discussions with several interested parties who may fund some or all of the estimated costs but have no definitive agreements in place.

Under the terms of our consulting agreement with Benham, we are obligated to pay to Benham a fee representing five percent of all gross revenues received by us from the sale of our technology, the operation of

franchised plants utilizing the technology or revenue received on any other basis that is related to the technology. This fee will remain in effect for a period of 15 years, commencing from the date that we receive our initial revenue stream from the Chinese operations.

SMIRSC recently provided us with documentation supporting its financial viability through an $8 billion line of credit with the state-owned China Development Bank. However, the economic situation in China has deteriorated with the general decline in the world marketplace. While we believe this project is of particular importance to both SMIRSC and the Chinese government, any change in SMIRSC’s ability to meet its funding obligations would place the whole project in serious jeopardy.

Off-Balance Sheet Arrangements

We have not and do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of establishing off-balance sheet arrangements or other contractually narrow or limited purposes. Therefore, we do not believe we are exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Item 3. Properties

We lease office space at 12518 W. Atlantic Blvd, Coral Springs, Florida 33071, our executive office. The lease term runs until May 31, 2010, at a monthly rate of approximately $3,200 per month for approximately 1,450 square feet. We believe this space is adequate for our immediate needs.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, to the best of the Company's knowledge, as of September 30, 2008, with respect to each person known by the Company to own beneficially more than 5% of the 409,190,980 shares of our issued and outstanding common stock, as well as the beneficial ownership of each director and officer and all directors and officers as a group.


Name and Address	Amount and Nature of	Percent of
of Beneficial Owner	Beneficial Ownership	Class ⁽¹⁾
Larry Hunt 1761 NW 127^th Way Coral Springs, FL 33071	69,944,950⁽²⁾	17.09	%
	Amount and Nature of	Percent of
Officers and Directors	Beneficial Ownership	Class ⁽¹⁾
Douglas Hague, CEO, President, Director	6,250,000	1.53	%
Edward Jennings, Director	1,700,000	0.42	%
Jay Lasner, Director	14,750,000⁽³⁾	3.60	%
Mitch Shapiro, Director	950,000	0.20	%
Stewart Ashton, Director	1,100,000	0.26	%
Richard Young, Director	1,500,000⁽⁴⁾	0.36	%

All directors and officers as a group (6 persons)	26,250,000	6.42	%

(1) Based upon 409,190,980 shares of common stock outstanding on September 30, 2008.

(2) Includes 25,690,350 shares held by spouse and 664,000 shares held by minor children.

(3) Held by Diatom Energy, an entity of which Mr. Lasner is controlling principal.

(4) Held by the Young Family Trust of which Mr. Young is trustee.

Item 5. Directors and Executive Officers

The executive officers and directors of the Company are as follows:


Name	Age	Position
Douglas Hague	62	CEO, President, Director
Edward Jennings	71	Chairman of the Board
Jay Lasner	53	Director
Mitch Shapiro	58	Director
Stewart Ashton	54	Director
Richard Young	63	Director, Secretary

Certain biographical information with respect to our officers and directors is set forth below.

Douglas Hague has been CEO and President since January, 2008. Before joining the Company, from 2001 to 2007, Mr. Hague was Corporate Vice President for SAIC (Science Applications International Corp.) where he was responsible for developing and directing the company’s international strategy and business development efforts, including SAIC’s entry initiatives for the China and India markets. He has also held senior management positions in marketing, sales, consulting and professional services organizations over a career of over 30 years, encompassing a similar number of countries. Previous engagements include clients within the Energy, Financial, Government, and Manufacturing segments within both the private and public sectors. From 1997 to 2001 Mr. Hague was Vice President & General Manager for Xerox, and Xerox Connect’s industry consulting operations for international developing markets, and t he US respectively. From 1994 to 1997 was Managing Principal for Unisys Corporation responsible for consulting and outsourcing services in Latin America, Eastern Europe, Africa, and the Pacific Rim. He has travelled extensively and has an excellent appreciation of business and social practices associated with his work in over 25 countries, including China which he first visited in 1986. Mr. Hague has also developed and facilitated leadership training and management courses, and has been a frequent guest speaker at numerous conferences and industry events. He holds the equivalent of a Bachelor of Science Degree in Business Administration from GPO College, Zimbabwe (formerly Rhodesia), and City & Guilds, London.

Dr. Edward Jennings is currently the Chairman of the Board for the Company. He was previously President Emeritus and Professor of Finance at Ohio State University. For the past five years, Dr. Jennings has managed his own investments and acted as a private business consultant. Dr. Jennings was engaged in several university leadership assignments including President, Ohio State University, 1981-1990; President, University of Wyoming, 1979-1981; and Vice President of Finance and University Studies, University of Iowa, 1976-1979. He has had faculty assignments at the University of Iowa, University of Dar Es Salaam, and the University of Hawaii. Dr. Jennings has been widely published in major academic journals and is the co-author of a basic investment textbook now in its fourth printing. He has traveled extensively in the Far East, Europe, and Africa on various trade missions, and assisted in the development of academic ties with numerous international universities. Educa tion: University of North Carolina, BS in Industrial Management; Case Western Reserve University, MBA in Finance; University of Michigan, Ph.D. in Finance.

Jay Lasner is a Board Certified Anesthesiologist and Pain Management specialist and a co-founder of the largest physician pain management group practice in South Florida. He has been co-Medical Director and Vice President of the practice since its founding in 1996. Dr. Lasner has been chosen by his peers as one of the top physicians in Florida and is frequently cited by National rating organizations as a top physician in his specialty. As a former US Navy officer, Flight Surgeon and physician, Dr. Lasner brings critical analytical and leadership skills. In addition to clinical practice, he has been involved in healthcare business for over twenty years, beginning as a General Partner in a series of durable medical equipment physician limited partnerships in California. More recent projects include his involvement as advisor and investor in several regional venture funds. He is currently a principal and Board member of a leading private comprehensive crew education , training and licensing company in the luxury mega-yacht industry. Dr. Lasner has traveled extensively and practiced medicine in a number of developing countries throughout the world and knows firsthand the environmental, health and economic ramifications of sub-optimal energy resources. He has a keen interest in developing technologies that will benefit the environment and

the human condition. Over the past ten years he has been involved with several domestic energy projects with coal and natural gas in support of developing cleaner fuels. He is also involved with projects to bring pollution-free home coal stoves to developing countries. These projects have the potential for significant positive impact on deforestation, indoor air pollution, maternal and child health, as well as social and economic wellness. Dr. Lasner holds degrees, with honors, from Franklin and Marshall College, Lancaster, PA (BA, Anthropology and Biology, 1977, Phi Beta Kappa) and Jefferson Medical College, Philadelphia, PA (MD, 1981, Alpha Omega Alpha).

Mitchell Shapiro served as Dean of the School of Business at the University of Indianapolis, Indianapolis, Indiana since 2004. From 1999-2004, Mr. Shapiro worked for First Insight Value Acceleration Services, Cincinnati, Ohio, a business consulting firm. From 2002 to 2004, he was a board member of OMERIS, Columbus, Ohio, an entity responsible for enhancing Ohio's global leadership position in life sciences, biotech, medical devices, pharmaceuticals and healthcare. From 1996 to 2004, Mr. Shapiro was a principal and board director for Arexis Pharmaceuticals and OralTech, Inc., Cincinnati , Ohio. From 2000 to 2001, he also served as President and Vice Chairman of Molecular Robotics, Inc., Los Angeles, California, a nano technology commercialization company. From 1996 to1999, he was Managing Director of Generic Trading/Carlin Equities, Cincinnati, Ohio. From 1992 to1995, he worked for Neuromedical Systems, Inc. From 1986 to 1996, he was President of T-Shi rt City, Inc., Cincinnati, Ohio, and from 1984 to1986, he was President of The Galt Group, Inc. Cincinnati, Ohio. He has held positions as Associate Professor of Management and Director of the Master of Business Administration Program at Northern Kentucky University as well as positions at SUNY Buffalo, New York, and Temple University, Philadelphia, Pennsylvania. Mr. Shapiro earned a Ph. D. in Business Administration (1976) from Ohio State University, Columbus, Ohio, an M.B.A. from College of Administrative Science (1975) Ohio State University, and a B.A. in Political Science (1972) from the University of Cincinnati, Cincinnati, Ohio

Stewart Ashton has been President and General Partner of New River Energy Resources, LLC, a Cincinnati, Ohio coal sales and transport company, since 2000. From 1976 to 1999, Mr. Ashton was a owner/partner in Smith Coal Processing, Manchester, Kentucky. From 1978 to 1979, he also served as Vice-president of Sales for New River Fuel Company, Middlesboro, Kentucky. From 1975 to 1977, Mr. Ashton worked in coal sales and coal mining with several Kentucky coal companies.

Richard Young has been the manager Dinamite Auto Sales, LLC, Inez, Kentucky, from March 1999 to present. From July 2005 to May 2007, he also served as Vice President for Hannah Energy, Inc.

From January 1996 to November 1998, he was President Mid American Printing, Louisa, Kentucky. From November 1998 to May 1991, he served as President of Alma Energy, Inc., Warfield, Kentucky. From September 1978 to August 1990, Mr. Young was manager of Kentucky Cable TV, Inc. From April 1977 to December 1980, he was president B-Y Mobile Homes, Inc. Inez, Kentucky. Prior to that time, he worked as a property developer, has owned and operated a furniture store and a car sales lot, and taught as a school teacher in Warfield, Kentucky. Mr. Young earned a BA in Business, Economics and Sociology from Morehead State University, Morehead, Kentucky (1968).

All current directors will hold office until the next annual meeting of stockholders (currently estimated to be held before the end of June 2009) and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. Vacancies on the Board of Directors during the year may be filled by the majority vote of the directors in office at the time of the vacancy without action by the stockholders.

At this filing date, we have not yet formed board committees. The entire board of directors acts as the audit committee. We have not adopted a Code of Ethics for our officers, directors and employees but one is under consideration and we expect to adopt it in fiscal 2009.

We compensate our non-employee directors for monthly meetings at a rate of $1,000 for meetings via conference call and $3,000 for in-person meetings. In addition, each non-employee director is entitled to an annual fee of $5,000, prorated by the number of meeting attended in that year. In 2008, all meetings other than one have been via telephone conference. Directors are also reimbursed for expenses incurred in connection with their board service. In addition to the above annual compensation, in December 2007, all directors received a onetime award of 190,000 shares of our restricted common stock for agreeing to serve on our board, which subject to the subsequent 5:1 forward spilt approved and implemented by the company on February 8, 2008, now represent 950,000 restricted shares for each director. To date, all cash fees due to directors are being accrued pending the receipt of additional

funding. As of September 30, 2008, $141,500 has been accrued as director compensation. Officers are appointed annually by our Board of Directors and each executive officer serves at the discretion of the Board. We do not yet have any standing committees and the entire board acts as the audit committee. The board has one regularly scheduled meeting per month and may schedule additional meetings as necessary.

No director or officer has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment, or decree involving the violation of any state or federal securities laws.

All of our present non-employee directors, have other employment or sources of income and will routinely devote only such time to the Company necessary to maintain its viability. It is estimated that each director will devote approximately 2 days per month to the Company's corporate activities.

Currently, there is no arrangement, agreement or understanding between the Company's management and non-management stockholders under which non-management stockholders may directly or indirectly participate in or influence the management of the Company's affairs. Present management openly accepts and appreciates any input or suggestions from the Company's stockholders. There are no agreements or understandings for any officer or director of the Company to resign at the request of another person and none of the current officers or directors of the Company are acting on behalf of, or will act at the direction of any other person.

Key Consultant

The inventor of our technology, Larry Hunt, is a key consultant. Mr. Hunt has owned and operated coal mines worldwide for 45 years and has vast experience with various coal-related technologies. The founder of Clean Coal Technologies, Inc., Mr. Hunt was the architect behind the company’s patented technology. He is a long-time mine owner who is recognized as a leading expert on coal and other fossil fuels extraction and processing based on experience gained over 45 years of hands-on coal mining management and implementing production improvement processes. He has led international participation in various coal mining consulting and business ventures, including in Egypt and Indonesia. From 1988-1993, he owned and operated Dark Hill Enterprises (3 mines) Robison Creek, KY. From 1992-present, he entered into a business of developing and completing a clean coal technology and his patent was approved in September 2002. He is also President & CEO of HMM Technology, Inc. which holds several technologies in various stages of development and some have approved patents. Mr. Hunt currently serves as President and CEO of Enviro Fuels Manufacturing, Inc., and as a consultant to Clean Coal Technologies, Inc., the successor company to Saudi American Minerals, Inc., in which he is the major shareholder. From 1993- 2001, Mr. Hunt also served as President & CEO of Saudi American Minerals, and Consolidated Energy International, operating and doing business in Egypt, and Saudi Arabia. After September 11, 2001, Mr. Hunt resigned as President& CEO of Saudi American Minerals and Consolidated Energy International to pursue coal mining and oil & gas exploration and production ventures in Eastern Kentucky.

Item 6. Executive Compensation

We have a written employment agreement with Douglas Hague, our CEO and President, effective January 1, 2008, with a base annual salary of $250,000, cash bonus, and bonus stock award provisions calling for the award of 94,323,289 common shares of the Company. The bonus shares vest 1/3 annually, beginning December 31, 2008, provided Mr. Hague continues to be employed by the Company. In the event his employment terminates for any reason whatsoever prior to full vesting of each annual bonus period, then any such bonus rights not yet completed and accrued shall be terminated. The vesting of the bonus shares is accelerated if there is a change of control and Mr. Hague does not continue in his current position. Mr. Hague is also entitled to a monthly automobile allowance of $750, plus healthcare benefits. A total of $8,445,127 was recognized as share-based compensation under this award for the year ended December 31, 2007. A total of $38,566,079 was recognized as share-based compensation under this award for the nine months ended September 30, 2008

We have not entered into employment agreements with any of other our officers, directors, or any other persons and no such agreements are anticipated in the immediate future. Our non-employee directors will defer any cash compensation until such time as business operations provide sufficient cash flow to pay cash compensation. As

of this date, the President and CEO has received $40,000 and has accrued compensation totaling $195,913 for 2007 and 2008 as of September 30, 2008.

We have accrued directors’ fees since September 2007. The related expense included in operating expenses totaled $65,000 for the year ended December 31, 2007, and $76,500 for the nine months ended September 30, 2008.

The Company has not adopted any other bonus, profit sharing, or deferred compensation plan.

The following table sets forth, for the last two years, the dollar value of all cash and non-cash compensation earned by the Company’s named executive officers.

SUMMARY COMPENSATION TABLE


Name and Principal Position	Year		Salary⁽¹⁾		Bonus		Stock Awards⁽²⁾		Option Awards		All Other Compensation		Total
Douglas Hague, CEO and President		2007 2006	$ $	41,666 n/a	$ $	- -	$ $	8,445,127 -	$ $	- -	$ $	- -	$ $	8,486,793 -
Mitch Shapiro, CEO and President		2007 2006	$ $	- n/a	$ $	- -	$ $	80 -	$ $	- -	$ $	- -	$ $	80 -

(1)

None of this salary amount was paid in cash. The entire $41,666 has been accrued.

(2)

Represents market price of the stock on the date of grant. Stock award to Douglas Hague is per his employment agreement whereby he is entitled to a stock bonus of common shares valued at $94,323,289. The stock is to be awarded as follows: 33% on December 31, 2008, 33% on December 31, 2009 and 33% on December 31, 2010 contingent upon continued employment with us on each date. The value of the award is based upon the closing stock price on the reporting date December 31, 2007. A total of $8,445,127 was recognized as share-based compensation under this award for the year ended December 31, 2007.

The following table sets forth, for the previous year, the dollar value of all cash and non-cash compensation for the Company’s directors.

DIRECTOR COMPENSATION


Name	Year		Fees⁽¹⁾ Earned or Paid in Cash		Stock⁽²⁾ Awards		Option Awards		Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation		All Other Compensation		Total
Stewart Ashton		2007	$	6,500	$	170	$	-	$	-	$	-	$	-	$	6,670
Carl Baker⁽³⁾		2007	$	13,000	$	2,890,000	$	-	$	-	$	-	$	-	$	2,903,000
Ed Jennings		2007	$	13,000	$	2,890,000	$	-	$	-	$	-	$	-	$	2,903,000
Jay Lasner		2007	$	6,500	$	170	$	-	$	-	$	-	$	-	$	6,670
Dilo Paul⁽³⁾		2007	$	13,000	$	2,890,000	$	-	$	-	$	-	$	-	$	2,903,000
Mitch Shapiro		2007	$	0	$	170	$	-	$	-	$	-	$	-	$	170
Aaron Stein⁽³⁾		2007	$	6,500	$	170	$	-	$	-	$	-	$	-	$	6,670
Richard Young		2007	$	6,500	$	170	$	-	$	-	$	-	$	-	$	6,670

(1)

The cash fees have been accrued.

(2)

Represents market price of the stock on the date of issuance. Shares issued prior to October 12, 2007 were valued at par.

(3)

Former director

Item 7. Certain Relationships and Related Transactions, and Director Independence

We have a long-standing oral consulting agreement with Larry Hunt, a shareholder, to provide technology consulting services to us on a month-to-month basis. The services are currently valued at $17,500 per month.

We have a long-standing oral consulting agreement with CJ Douglas, a shareholder, to provide administrative consulting and related business services to us on a month-to-month basis. The services are currently valued at $15,000 per month.

Directors Edward Jennings and Stewart Ashton are deemed to be independent as that term is defined by the SEC. Director Jay Lasner has acted as a business consultant in addition to his services as a director and may not be considered to be independent. Mitchell Shapiro served as our CEO and President from September 2007 to December 2007, and is therefore not considered to be independent. Douglas Hague, our CEO and President, is not independent.

Item 8. Legal Proceedings

The Company is named as a defendant in a lawsuit filed on December 15, 2008 in the Circuit Court of the 17^th Judicial Circuit in and for Broward County, Florida, case number 0860922. The suit appears to be a dispute regarding a private transaction or transactions possibly involving stockholders of the Company. The Company does not believe the inclusion of the Company in litigation over a private transaction has merit but is in the process of evaluating the suit and cannot currently assess its implications, if any.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

Our common stock has traded sporadically and in limited volumes on the Pink Sheets of the National Quotation Bureau under the symbol CCTC since October 12, 2007. The following table sets forth the high and low bid prices for the Company’s common stock for the periods indicated. The prices below reflect inter-dealer quotations, without retail mark-up, mark-down or commissions and may not represent actual transactions. Our stock was subject to stock splits of 20 for 1 on October 23, 2007 and 5 for 1 on February 8, 2008. Prices listed are adjusted to take the above splits into account.


Quarter Ended		Low		High
September 30, 2008	$	1.91	$	9.75
June 30, 2008	$	1.20	$	3.25
March 31, 2008	$	1.60	$	15.00
December 31, 2007	$	0.40	$	6.10

We intend to make an application to the NASD for its shares to be quoted on the OTC Bulletin Board. Our application will consist of current corporate information, financial statements and other documents as required by Rule 15c2-11 under the Securities Exchange Act. Inclusion on the OTC Bulletin Board will permit price quotations for our shares to be published by such service. Currently, our common stock is thinly traded on the Pink Sheets.

Although we intend to submit our application to the OTC Bulletin Board subsequent to the filing of this registration statement, there can be no assurance that the application will be accepted or that the shares will be traded on the OTC Bulletin Board.

If our shares are listed on the OTC Bulletin Board, secondary trading of our shares may be subject to certain state imposed restrictions. Except for the application to the OTC Bulletin Board, there are no plans, proposals, arrangements or understandings with any person concerning the development of a trading market in any of our securities.

The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state. Further, our shares may be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock" rule. Section 15(g)

sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

The SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the SEC. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000 by an individual, or $300,000 together with his or her spouse), are subject to additional sales practice requirements.

For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of stockholders to sell their shares.

We have not previously filed a registration statement under the Securities Act. Shares sold pursuant to exemptions from registration are deemed to be “restricted” securities as defined by the Securities Act. As of September 30, 2008, out of a total of 420,100,072 shares outstanding, 418,395,940 shares are restricted securities and can only be sold or otherwise transferred pursuant to a registration statement under the Securities Act or pursuant to an available exemption from registration. Of such restricted shares, 96,194,950 (23%) shares are held by affiliates (directors, officers and 10% holders), with the balance of 322,200,990 (77%) shares being held by non-affiliates.

The 322,200,990 restricted shares held by non-affiliates will only become eligible for trading if the shares are registered or if an exemption from such registration is available. If such shares are registered or an exemption is available, the shares, while not technically “unrestricted”, may be sold, transferred or otherwise traded in the public market without restriction, unless acquired by an affiliate or controlling stockholder of the Company. The exemption most commonly relied upon for resales of restricted securities from registration requirements has been based on the provisions of Rule 144 of the Securities Act of 1933, as amended. However, effective February 15, 2008, there were significant changes in the provisions regarding the availability of the Rule 144 exemption to holders of restricted securities of companies that either are “shell” companies or ever were shell companies. A “shell” company is defined as a company with no or nominal operations and either no or nominal assets, assets consisting solely of cash or cash equivalents, or assets consisting of cash and nominal other assets. Because the Company merged with a shell company in November 2007, restricted stock issued by the Company falls into this category. Accordingly, Rule 144 will not be available for any of the currently restricted stock of the Company until a minimum of 12 months from the date that this Form 10 is filed with the SEC, provided the Company remains current in its continuing filing obligations.

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares of a reporting company for at least six months, including any person who may be deemed to be an “affiliate” of the Company (as the term “affiliate” is defined under the Securities Act), is entitled to sell, within any three-month period, an amount of shares that does not exceed the greater of (i) the average weekly trading volume in the Company's common stock, as reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding such sale or (ii) 1% of the shares then outstanding. In order for a stockholder to rely on Rule 144, adequate current public information with respect to the Company must be available. A person who is not deemed to be an affiliate of the Company and has not been an affiliate for the most recent three months, and who has h eld restricted shares for at least one year is

entitled to sell such shares without regard to the various resale limitations under Rule 144. Under Rule 144, the requirements of paragraphs (c), (e), (f), and (h) of such Rule do not apply to restricted securities sold for the account of a person who is not an affiliate of an issuer at the time of the sale and has not been an affiliate during the preceding three months, provided the securities have been beneficially owned by the seller for a period of at least one year prior to their sale. For purposes of this registration statement, a controlling stockholder is considered to be a person who owns 10% or more of the Company's total outstanding shares, or is otherwise an affiliate of the Company. No individual person owning shares that are considered to be not restricted owns more than 10% of the Company's total outstanding shares.

Item 10. Recent Sales of Unregistered Securities

There have been no sales of unregistered securities in the years ended December 31, 2007 and 2006. Shares issued for services since inception are detailed below.

Shares Issued for Services

On February 8, 2008, we implemented a 5 to 1 forward stock split of our common stock. Pursuant to the forward split, each share of common stock issued and outstanding as of the forward split effective date was converted into five (5) shares of common stock. All share issuance data herein has been retroactively restated to reflect the forward split.

On July 10, 2008, Clean Coal issued 100,000 common shares for services valued at $360,000.

On April 24, 2008, we entered into an agreement calling for the grant of 8,181,820 common stock warrants to Cappello Capital Corporation for strategic advisory services. The expense associated with the warrant grant is $15,128,916. The warrants have an exercise price of $0.05 per share, a term of 10 years and vested on grant. The fair value of the warrants was determined using the Black-Scholes stock option valuation model. The entire fair value of these warrants was expensed during the nine months ended September 30, 2008.

On March 25, 2008, we entered into a consulting agreement with McGovern Capital, LLC, an unrelated third party consultant, whereby the consultant is entitled to a stock bonus of 16,363,639 common shares. The shares vest as follows: 33% on March 25, 2008, 33% on August 15, 2008 and 33% on December 31, 2008. We calculated the value of the award based upon the closing stock price on the date of the agreement and is expensing the award over the vesting periods. A total of $37,173,413 was recognized as share-based compensation under this award for the nine months ended September 30, 2008.

On March 17, 2008, a related party shareholder of Clean Coal transferred 400,000 common shares of Clean Coal from his personal holdings to an unrelated third party for services performed for Clean Coal. The transaction was accounted for as a cancellation of 400,000 common shares and the issuance of 400,000 shares for services valued at $1,232,000.

On December 31, 2007, we issued 30,000 common shares for debt and accrued interest of $99,043 for settlement of a promissory note issued in 2000 to an unrelated third party. The shares were valued at $140,400 and a loss on retirement of debt of $41,357 was recorded.

On November 1, 2007, we entered into an employment agreement with Douglas Hague as our President and Chief Executive Officer whereby he is entitled to a stock bonus of 94,323,289 common shares. The stock is to be awarded as follows: 33% on December 31, 2008, 33% on December 31, 2009 and 33% on December 31, 2010 contingent upon employment with us on each date. We calculated the value of the award based upon the closing stock price on the reporting date December 31, 2007 and are expensing the award over the award periods. A total of $38,566,079 was recognized as share-based compensation under this award for the nine months ended September 30, 2008.

During the year ended December 31, 2007, we issued 39,281,895 common shares for services valued at $29,754,962. Of these shares, 15,100,000 were issued to related parties for consulting services, including 7,500,000 shares to two directors for consulting services performed in addition to their service as directors. The remaining 24,181,895 were issued to unrelated third parties for consulting services.

During the year ended December 31, 2006, we issued 46,307,500 common shares for services valued at $9,263. Of these shares, 37,500,000 were issued to related parties for technology, administrative and business consulting services, including 22,500,000 to Larry Hunt, our chief technology consultant and a major shareholder, 12,500,000 to CJ Douglas, an administrative consultant and shareholder and 2,500,000 to Jay Lasner, a director who also performs consulting services. The remaining 8,807,500 shares were issued to unrelated third parties for business consulting services.

During the year ended December 31, 2003, we issued 2,500,000 common shares for business consulting services valued at $500 to Jay Lasner.

During the year ended December 31, 2002, we issued 14,000,000 common shares for services valued at $2,800. Of these shares, 3,275,000 were issued to related parties for services, including 1,000,000 shares to Diane Hunt for administrative services, 1,275,000 to Jay Lasner for business consulting services and 1,000,000 shares to CJ Douglas for administrative services. The remaining 10,725,000 shares were issued to unrelated third parties for business consulting services.

Also during 2002, we issued 2,404,185 common shares for debt and accrued interest of $480,837 and 10,000,000 common shares for the conversion of 480,837 preferred shares, all to Diane Hunt, spouse of Larry Hunt, our principal shareholder and chief technology consultant.

During the year ended December 31, 2001, we issued 14,400,000 common shares for services valued at $2,880. Of these shares, 1,350,000 shares were issued to related parties for administrative and business consulting services, including 750,000 to CJ Douglas and 600,000 to Jay Lasner. The remaining 13,050,000 shares were issued to unrelated third parties for business consulting services.

Also during 2001, we issued 1,852,900 common shares for debt and accrued interest of $387,863 to Diane Hunt.

During the year ended December 31, 1999, we issued 6,250,000 common shares for services valued at $1,250. The shares were issued to various unrelated third parties for business consulting services.

During the year ended December 31, 1998, we issued 2,250,000 common shares for debt of $450 owed to Hannah Energy, Inc., a Texas corporation. Also during 1998, we issued 480,837 preferred shares for debt and accrued interest of $380,837 to Diane Hunt.

At inception, we issued 41,500,000 common shares to Diane Hunt, spouse of founder Larry Hunt, for services valued at $8,400.

The Company believes that the issuances of the above restricted shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder. The transactions were issuances for services performed or in settlement of debt incurred, the transactions were all privately negotiated and none involved any kind of public solicitation. A restrictive legend was affixed to all the stock certificates issued in such transactions.

Item 11. Description of Registrant’s Securities to be Registered

Common Stock

We are authorized to issue 600,000,000 shares of common stock, par value $.00001 per share, of which 420,100,072 shares are issued and outstanding as of September 30, 2008. All shares of common stock have equal

rights and privileges with respect to voting, liquidation and dividend rights. Each share of common stock entitles the holder thereof to:

(i)

one non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders;

(ii)

to participate equally and to receive any and all such dividends as may be declared by our Board of Directors out of funds legally available therefore; and

(iii)

Subject to prior rights of creditors, in the event of our liquidation, dissolution or winding up, to participate ratably in the distribution of all our remaining assets.

There are no sinking fund provisions applicable to the common stock. Stockholders have no preemptive rights to acquire additional shares of our common stock or any other securities. The common stock is not subject to redemption and carries no subscription or conversion rights. All outstanding shares of common stock are fully paid and non-assessable.

Item 12. Indemnification of Directors and Officers

No director will have personal liability to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director since provisions have been made in the Articles of Incorporation limiting such liability. The foregoing provisions shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty us or our stockholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any transaction from which the director derived an improper personal benefit.

Our Bylaws provide for indemnification of our directors, officers, and employees in most cases for any liability suffered by them or arising out of their activities as directors, officers, and employees if they were not engaged in willful misfeasance or malfeasance in the performance of their duties; provided that in the event of a settlement the indemnification will apply only when our Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation. The Bylaws, therefore, limit the liability of directors to the maximum extent permitted by Nevada law (Section 78.751).

The effect of these provisions of our Articles of Incorporation and Bylaws as described above is to eliminate our right and our shareholders (through shareholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by ;controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 13. Financial Statements and Supplementary Data

The Company's financial statements for the years ended December 31, 2007 and 2006, have been audited to the extent indicated in their report by Malone & Bailey, P.C., an independent registered public accounting firm. The financial statements have been prepared in accordance with generally accepted accounting principles and are included in Item 15 of this Form 10. Please see the Financial Statements Index on page F-1.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 15. Financial Statements and Exhibits

(a) Our financial statements for the years 2007 and 2006, including the report of our independent registered public accounting firm, are attached hereto beginning at page F-1 immediately following the signature page of this registration statement. Also included are our unaudited financial statements for the nine months ended September 30, 2008 and 2007.

(b) Exhibits

The following exhibits are filed with this registration statement.

Description



2.1		Articles and Plan of Merger (SAMI and CCSI) and Share Exchange (CCSI and CCTC)
3.1		Articles of Incorporation
3.2		Bylaws
4.1		Specimen stock certificate
10.1		Benham Companies, LLC Consulting Agreement dated 12/31/07
10.2		Shanxi Poar Company, Ltd. Joint Venture Agreement dated 10/19/07
10.3		Shanghai Huayi Company MOU dated 4/16/08
10.4		Xingan League Administrative MOU dated 4/23/08
10.5		Sino-Mongolian International Railroad MOU dated 6/11/08
10.6		Hague Executive Employment Agreement dated 2/8/08
10.7		Sino-Mongolian International Railroad Cooperative Joint Venture Contract dated 12/2/08
10.8		McGovern Capital LLC letter agreement dated 3/25/08
10.9		Cappello Capital Corp agreement dated 4/24/08
23.1		Consent of Malone & Bailey, PC dated 1/14/2009

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on January 12, 2009


	By:	/s/ Douglas Hague
		Douglas Hague
		President, CEO, and Acting Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Douglas Hague with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons in the capacities and on the dates stated have signed this Registration Statement.


SIGNATURE	TITLE	DATE

/s/Douglas Hague	President, CEO, Director	January 12, 2009


/s/Edward Jennings	Chairman, Board of Directors	January 12, 2009


/s/Jay Lasner	Director	January 12, 2009


/s/Stewart Ashton	Director	January 12, 2009


/s/Richard Young	Director, Secretary	January 12, 2009


/s/Mitch Shapiro	Director	January 12, 2009

FINANCIAL STATEMENTS INDEX


	PAGE
Audit Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets at December 31, 2007 and 2006	F-3
Statements of Expenses for the years ended December 31, 2007 and 2006 and from Inception (October 20, 1997) through December 31, 2007 with Inception through December 31, 2005 unaudited	F-4
Statements of Stockholders' Deficit from Inception (October 20, 1997) through December 31, 2007 with Inception through December 31, 2005 unaudited	F-5
Statements of Cash Flows for the years ended December 31, 2007 and 2006 and from Inception (October 20, 1997) through December 31, 2007 with Inception through December 31, 2005 unaudited	F-6
Notes to Financial Statements for the years ended December 31, 2007 and 2006 and from Inception (October 20, 1997) through December 31, 2007 with Inception through December 31, 2005 unaudited	F-7
Balance Sheets at September 30, 2008 and 2007 (unaudited)	F-14
Statements of Expenses for the three and nine months ended September 30, 2008 and 2007 and from Inception (October 20, 1997) through December 31, 2007 (unaudited)	F-15
Statements Stockholders’ Deficit for the nine months ended September 30, 2008 (unaudited)	F-16
Statements of Cash Flows for the nine months ended September 30, 2008 and 2007 and from Inception (October 20, 1997) through December 31, 2007 (unaudited)	F-17
Notes to Financial Statements for the nine months ended September 30, 2008 (unaudited)	F-18

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Clean Coal Technologies, Inc. (formerly Clean Coal Systems, Inc.)

Development Stage Company

Coral Springs, Florida

We have audited the accompanying balance sheets of Clean Coal Technologies, Inc. (a development stage company) as of December 31, 2007 and 2006 and the related statements of expenses, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluat ing the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Clean Coal Technologies, Inc. as of December 31, 2007 and 2006 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has not generated revenue since its inception, has incurred losses in developing its business, and further losses are anticipated and has a working capital deficiency. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Malone & Bailey, PC

www.malone-bailey.com

Houston, Texas

December 31, 2008

F-2

Clean Coal Technologies, Inc.

(A Development Stage Company)

Balance Sheets


			December 31,
			2007		2006
ASSETS

Current Assets
	Cash	$	1,730	$	-
	Prepaid expenses		5,969		-
Total Current Assets			7,699		-

Other assets			5,000		-
Total Assets		$	12,699	$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
	Accounts payable	$	239,826	$	92,088
	Accounts payable from related parties		380,264		42,129
	Advances from related parties		305,000		-
	Accrued liabilities		10,482		41,425
	Debt from related parties		107,500		62,609
Total Current Liabilities			1,043,072		238,251

Common stock, $0.00001 par value; 600,000,000 shares authorized, 409,090,980 and 149,964,585 shares issued and outstanding, respectively			4,091		1,500
Additional paid-in capital			39,611,397		1,273,499
Deficit accumulated during the development stage			(40,645,861)		(1,513,250)
Total Stockholders' Deficit			(1,030,373)		(238,251)
Total Liabilities and Stockholders' Deficit		$	12,699	$	-

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

F-3

Clean Coal Technologies, Inc.

(A Development Stage Company)

Statements of Expenses


							October 20, 1997
							(Inception)
							Through
			Year Ended		Year Ended		December 31,
			December 31,		December 31,		2007
			2007		2006		(Unaudited)

Operating Expenses:
	General and administrative	$	343,388	$	7,835	$	948,244
	Research and development		4,120		-		148,141
	Consulting services		38,735,417		9,263		39,348,274

Loss from Operations			(39,082,925)		(17,098)		(40,444,659)

Other Expenses:
Interest expense			(8,329)		(6,261)		(145,860)
Other expenses			-		-		(13,985)
Loss on extinguishment of debt			(41,357)		-		(41,357)
	Total Other Expenses		(49,686)		(6,261)		(201,202)

Net Loss		$	(39,132,611)	$	(23,359)	$	(40,645,861)

Net loss per share - basic and diluted		$	(0.17)	$	(0.00)		n/a

Weighted average shares outstanding - basic and diluted			232,908,707		136,797,236		n/a

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

F-4

Clean Coal Technologies, Inc.

(A Development Stage Company)

Statements of Stockholders’ Deficit

October 20, 1997 (Inception) through December 31, 2007

with Inception to December 31, 2005 (unaudited)


										Deficit
										Accumulated
								Additional		During the
	Preferred Stock			Common Stock				Paid-In		Development		Stockholders'
	Shares		Amount	Shares		Amount		Capital		Stage		Deficit
Balances at October 20, 1997 (Inception)	-	$	-	-	$	-	$	-	$	-	$	-
Founder's shares	-		-	41,500,000		415		7,885		-		8,300
Net loss	-		-	-		-		-		(8,300)		(8,300)
Balances at December 31, 1997	-		-	41,500,000		415		7,885		(8,300)		-
Recapitalization from reverse merger - shares retained by shell owners	-		-	8,500,000		85		(85)		-		-
Common stock issued for debt	-		-	2,250,000		23		427		-		450
Preferred stock issued for debt	480,837		481	-		-		380,356				380,837
Net loss	-		-	-		-		-		(359,139)		(359,139)
Balances at December 31, 1998	480,837		481	52,250,000		523		388,583		(367,439)		22,148
Common stock issued for services	-		-	6,250,000		62		1,188		-		1,250
Net loss	-		-	-		-		-		(360,064)		(360,064)
Balances at December 31, 1999	480,837		481	58,500,000		585		389,771		(727,503)		(336,666)
Net loss	-		-	-		-		-		(307,568)		(307,568)
Balances at December 31, 2000	480,837		481	58,500,000		585		389,771		(1,035,071)		(644,234)
Common stock issued for services	-		-	14,400,000		144		2,736		-		2,880
Common stock issued for debt	-		-	1,852,900		19		387,863		-		387,882
Net loss	-		-	-		-		-		(330,337)		(330,337)
Balances at December 31, 2001	480,837		481	74,752,900		748		780,370		(1,365,408)		(583,809)
Common stock issued for services	-		-	14,000,000		140		2,660		-		2,800
Common stock issued for debt	-		-	2,404,185		24		480,813		-		480,837
Preferred stock converted to common stock	(480,837)		(481)	10,000,000		100		381		-		-
Net loss	-		-	-		-		-		(55,585)		(55,585)
Balances at December 31, 2002	-		-	101,157,085		1,012		1,264,224		(1,420,993)		(155,757)
Common stock issued for services	-		-	2,500,000		25		475		-		500
Net loss	-		-	-		-		-		(31,377)		(31,377)
Balances at December 31, 2003	-		-	103,657,085		1,037		1,264,699		(1,452,370)		(186,634)
Net loss	-		-	-		-		-		(11,970)		(11,970)
Balances at December 31, 2004	-		-	103,657,085		1,037		1,264,699		(1,464,340)		(198,604)
Net loss	-		-	-		-		-		(25,551)		(25,551)
Balances at December 31, 2005	-		-	103,657,085		1,037		1,264,699		(1,489,891)		(224,155)
Common stock issued for services	-		-	46,307,500		463		8,800		-		9,263
Net loss	-		-	-		-		-		(23,359)		(23,359)
Balances at December 31, 2006	-		-	149,964,585		1,500		1,273,499		(1,513,250)		(238,251)
Common stock issued for services	-		-	39,281,895		393		29,754,569		-		29,754,962
Accrued stock-based compensation	-		-	-		-		8,445,127		-		8,445,127
Common stock issued to CCSI under reorganization	-		-	114,178,000		1,142		(1,142)		-		-
Common stock issued for debt and interest	-		-	30,000		-		140,400		-		140,400
Recapitalization from reverse merger with Riverside – shares retained by shell owners	-		-	105,636,500		1,056		(1,056)		-		-
Net loss	-		-	-		-		-		(39,132,611)		(39,132,611)
Balances at December 31, 2007	-	$	-	409,090,980	$	4,091	$	39,611,397	$	(40,645,861)	$	(1,030,373)

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

F-5

Clean Coal Technologies, Inc.

(A Development Stage Company)

Statements of Cash Flows


								October 20, 1997
								(Inception)
								Through
				Year Ended		Year Ended		December 31,
				December 31,		December 31,		2007
				2007		2006		(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(39,132,611)	$	(23,359)	$	(40,645,861)
Adjustment to reconcile net loss to net cash
used in operating activities:
	Depreciation expense			-		133		5,320
	Shares issued for services			38,200,089		9,263		38,225,082
	Loss on extinguishment of debt			41,357		-		41,357
	Interest expense paid in shares			5,509		-		43,935
	Write-off of asset			-		-		11,015
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(5,969)		-		(16,984)
		Accounts payable		147,738		(4,427)		239,826
		Accounts payable - related party		338,135		12,129		380,264
		Accrued expenses		7,482		6,261		10,482
Cash Used in Operating Activities				(398,270)		-		(1,705,564)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of fixed assets			-		-		(5,320)
	Deposit			(5,000)		-		(5,000)
Cash Used in Investing Activities				(5,000)		-		(10,320)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Advances from related parties			305,000		-		305,000
	Borrowings on related party debt			100,000		-		1,412,614
Cash Provided by Financing Activities				405,000		-		1,717,614

NET CHANGE IN CASH AND CASH EQUIVALENTS				1,730		-		1,730
CASH AND CASH EQUIVALENTS - beginning of period				-		-		-
CASH AND CASH EQUIVALENTS - end of period			$	1,730	$	-	$	1,730

SUPPLEMENTAL DISCLOSURES:
	Cash paid for interest		$	-	$	-	$	-
	Cash paid for income taxes			-		-		-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Related party debt converted to common stock		$	55,109	$	-	$	924,277
	Accrued interest converted to common stock			38,425		-		-
	Related party debt converted to preferred stock			-		-		380,837
	Preferred stock converted to common stock			-		-		481

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

F-6

Clean Coal Technologies, Inc.

(A Development Stage Company)

Notes to Financial Statements

October 20, 1997 (Inception) through December 31, 2007

With Inception to December 31, 2005 Unaudited

NOTE 1- NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Clean Coal Technologies, Inc. (“CCTI” or the “Company” or “Clean Coal”),(formerly Riverside Technologies, Inc) a Nevada corporation was originally chartered in Delaware on September 17, 1986. In September 2007, CCTI changed its domicile to Nevada and changed its name. The Company was formed to obtain a patented multi-stage process that transforms coal with high levels of impurities, contaminants and other polluting elements into an exceptionally efficient, clean and inexpensive source of high energy, low polluting fuel.

On November 19, 2007, CCTI completed a share exchange agreement with Clean Coal Systems, Inc, a Florida corporation, (“CCSI”) whereby CCTI exchanged 294,784,480 (as adjusted after stock splits) common shares, which represented approximately 74% of CCTI for all of the outstanding stock of CCSI. CCTI shareholders held 105,636,500 shares of CCTI common stock prior to and after the merger. Control of CCTI was obtained in August 2007 by a shareholder of CCSI in order to complete the merger with CCSI. The combined companies now operate under the name “Clean Coal Technologies, Inc.” CCSI was established in May 7, 2007 and merged with Saudi American Minerals, Inc. (“SAMI”) in September 2007. Because CCTI was non operating and had no assets or liabilities prior to the merger, for accounting purposes, the merger between CCSI and CCTI was treated as a reverse merger and recapitalization with CCSI (formerly SAMI) being the “accounting acquirer& #148;. The historical financial statements and related disclosures presented herein for the period prior to the date of merger (November 19, 2007) are those of CCSI (formerly SAMI). The historical financial statements and related disclosures of CCSI are those of SAMI.

SAMI was formed on October 20, 1997 as Consolidated Energy International Inc. (“Consolidated Energy”), a Nevada corporation. In June 1998, Consolidated Energy merged with Golden Triangle Corporation (“Golden Triangle”), a Nevada corporation whereby Consolidated Energy received 41,500,000 shares of Golden Triangle for all of the outstanding shares of Consolidated Energy. Prior to the merger Golden Triangle had 8,500,000 shares outstanding. Because Golden Triangle was a non operating company, this was accounted for as a reverse merger with Consolidated Energy being the “accounting acquirer”. In conjunction with the merger, the combined companies changed their name to Saudi American Minerals, Inc (“SAMI”).

In September 2007, CCSI merged with SAMI as both entities were controlled by the same shareholders. SAMI issued the CCSI shareholders 114,178,000 shares of common stock for all of CCSI’s common stock. CCSI did not have any operations prior to the merger with SAMI. The acquisition of SAMI by CCSI was accounted for as a common control merger combining the results of SAMI and CCSI. The combination of SAMI and CCSI operated under the name “Clean Coal Systems, Inc.” SAMI was the operating company and its operations were continued by the combined entities CCSI.

Development Stage Enterprise

Clean Coal has a limited operating history upon which to base an evaluation of the current business and future prospects and has yet to commercialize on its technology. Clean Coal will continue to be considered to be in a development stage until it has begun significant operations and is generating significant revenues. The date of inception is October 20, 1997 (formation of SAMI).

NOTE 2 - SUMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Clean Coal’s balance sheets as of December 31, 2007 and 2006 and related statements of expenses for the years then ended, and the related statements of stockholders’ deficit and cash flows for the years ended December 31, 2007 and 2006 and for period from October 20, 1997 (inception) through December 31, 2007 are presented in U.S. dollars and

F-7

have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings per Common Share

Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding during each year. Diluted earnings per share is the same as basic earnings per share as common stock equivalent.

Cash and Cash Equivalents

Clean Coal considers all highly liquid investments with an original maturity of three months or less to be cash equivalents for purposes of preparing its Statement of Cash Flows.

Fair Value of Financial Instruments

Management estimates that the carrying value of financial instruments reported in the financial statements approximates their fair values in accordance with SFAS 157, Fair Value Measurements.

Federal Income Tax

Clean Coal has adopted the provisions of Financial Accounting Standards Board Statement No. 109, Accounting for Income Taxes. Clean Coal accounts for income taxes pursuant to the provisions of the Financial Accounting Standards Board Statement No. 109, “Accounting for Income Taxes”, which requires an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

In June 2006, the FASB issued Interpretation No. 48 "Accounting for Uncertainty in Income Taxes, and Interpretation of FASB Statement No. 109" (FIN 48). Clean Coal adopted FIN 48 on January 1, 2007. Under FIN 48, tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in Clean Coal’s tax returns that do not meet these recognition and measurement standards.

Upon the adoption of FIN 48, Clean Coal had no liabilities for unrecognized tax benefits and, as such, the adoption had no impact on Clean Coal’s financial statements, and Clean Coal has recorded no additional interest or penalties. The adoption of FIN 48 did not impact Clean Coal’s effective tax rates.

Property and Equipment

Property and equipment consists of furniture and fixtures and computer equipment, recorded at cost, depreciated upon placement in service over estimated useful lives ranging from three to five years on a straight-line basis. As of December 31, 2007 and 2006, property and equipment were fully depreciated. Expenditures for normal repairs and maintenance are charged to expense as incurred. The cost and related accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss is included in operations.

F-8

Impairment of Long Lived Assets

In the event facts and circumstances indicate the carrying value of a long-lived asset, including associated intangibles, may be impaired, an evaluation of recoverability is performed by comparing the estimated future undiscounted cash flows associated with the asset to the asset's carrying amount to determine if a write-down to market value or discounted cash flow is required.

Research and Development Costs

Research and development expenses include salaries, related employee expenses, research expenses and consulting fees. All costs for research and development activities are expensed as incurred. Clean Coal expenses the costs of licenses of patents and the prosecution of patents until the issuance of such patents and the commercialization of related products is reasonably assured.

Stock-based Compensation

Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation" established financial accounting and reporting standards for stock-based employee compensation plans. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. In January 2006, Clean Coal implemented SFAS No. 123R, and accordingly, Clean Coal accounts for compensation cost for stock option plans in accordance with SFAS No. 123R.

Clean Coal accounts for share based payments to non-employees in accordance with EITF 96-18 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued Statement SFAS No. 141, Business Combinations (SFAS 141R), and Statement of Financial Accounting Standards No. 160, Accounting and Reporting of Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS 160). SFAS 141R and SFAS 160 will significantly change the accounting for and reporting of business combination transactions and noncontrolling (minority) interests in consolidated financial statements. SFAS 141R retains the fundamental requirements in Statement 141, Business Combinations, while providing additional definitions, such as the definition of the acquirer in a purchase and improvements in the application of how the acquisition method is applied. SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests, and classified as a component of equity. These Statements become simultaneously effective January 1, 2009. Early adopti on is not permitted. Clean Coal does not expect the adoption of this pronouncement to have an immediate impact on its operating results, financial position or cash flows.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115 (SFAS 159), which permits entities to choose to measure many financial instruments and certain other items at fair value (the Fair Value Option). Election of the Fair Value Option is made on an instrument-by-instrument basis and is irrevocable. At the adoption date, unrealized gains and losses on financial assets and liabilities for which the Fair Value Option has been elected would be reported as a cumulative adjustment to beginning retained earnings. If the Company elects the Fair Value Option for certain financial assets and liabilities, the Company will report unrealized gains and losses due to changes in fair value in earnings at each subsequent reporting date. The provisions of SFAS 159 are effective January 1, 2008. Clean Coal does not expect the adoption of this pronouncement to have an immediate impact on its operating results, financial position or cash flows.

In September 2006, the FASB issued SFAS 157, Fair Value Measurements (SFAS 157), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This pronouncement applies to other standards that require or permit fair value measurements. Accordingly, this statement does not require any new fair value measurement. The provisions of SFAS 157 are effective for the

F-9

Company on January 1, 2008. Clean Coal does not expect the adoption of this pronouncement to have an immediate impact on its operating results, financial position or cash flows.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. As of December 31, 2007, Clean Coal has a working capital deficit, a deficit accumulated during the development stage and has incurred significant losses since inception. Further losses are anticipated in the development stage raising substantial doubt as to Clean Coal’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that might result if Clean Coal is unable to continue as a going concern. Clean Coal plans to acquire sufficient capital from its investors with which to pursue its business plan. There can be no assurance that the future operations will be significant and profitable, or that Clean Coal will have sufficient resources to meet its objectives. There is no assurance that Clea n Coal will be successful in raising additional funds.

NOTE 4 – OTHER ASSETS

During 2007, Clean Coal made a deposit of $5,000 related to a joint venture investment in a company that was not yet formed as of the date of this report.

NOTE 5 – RELATED PARTY TRANSACTIONS

Debt from related parties

In 1998, Clean Coal issued an unsecured promissory note to a related party in the total principal amount of $7,500 that bears interest at 10% per annum. The note is due on demand. As of December 31, 2007, the note holder has not demanded payment.

In January 2000, Clean Coal issued an unsecured promissory note to a shareholder of Clean Coal in the principal amount of $55,109 which matured in 60 days and carried interest at 10% per annum. On December 31, 2007, Clean Coal issued the shareholder 30,000 common shares with a fair value of $140,400 as payment in full of the principal balance of $55,109 and accrued interest of $43,935. A loss on debt extinguishment of $41,357 was recorded for the difference between the fair value of the shares and the carrying value of the principal and interest.

In October 2007, Clean Coal issued two unsecured promissory notes to a shareholder of Clean Coal in the total principal amount of $100,000 which mature in April 2008 and bear interest at 10% per annum.

A summary of the debt from related parties outstanding as of December 31, 2007 and 2006 is as follows:


				Principal Balance
Date of	To	Maturity	Interest	December 31,
Note	Whom	Date	Rate	2007	2006
1998	Neal Goodfriend	Due on demand	10%	$ 7,500	$ 7,500
January 12, 2000	Arthur L Smith PC	March 12, 2000	10%	-	55,109
October 15, 2007	Larry Hunt	April 14, 2008	10%	50,000	-
October 18, 2007	Larry Hunt	April 17, 2008	10%	50,000	-
				$ 107,500	$ 62,609

Advances from related parties

During 2007, Clean Coal borrowed $305,000 from directors and shareholders. Amounts due to related parties are unsecured, non-interest bearing and have no specific terms of repayment.

F-10

Accounts payable from related parties

At December 31, 2007 and 2006, unpaid services provided by related parties totaled $380,264 and $42,129, respectively, which was included in accounts payable from related parties.

NOTE 6 – EQUITY TRANSACTIONS (Inception to December 31, 2005 Unaudited)

During 2007, Clean Coal issued 39,281,895 common shares valued at $29,754,962 for consulting services provided to the company by various entities and individuals.

On December 31, 2007, Clean Coal issued 30,000 common shares for debt and accrued interest of $99,043. The shares were valued at $140,400 resulting in a loss on extinguishment of debt of $41,357.

On November 19, 2007, Clean Coal acquired a “pink sheet shell”, Riverside Technologies, Inc. in a transaction accounted for as a reverse merger. A total of 105,636,500 common shares were retained by the shell shareholders and treated as issued. See Note 1 for details.

During September 2007, Clean Coal merged with SAMI and CCSI as both were owned by the same shareholders. A total of 114,178,000 common shares were issued to the CCSI shareholders. See Note 1 for details.

On November 1, 2007, Clean Coal entered into an employment agreement with its President and Chief Executive Officer whereby the President and Chief Executive Officer is entitled to a stock bonus of 94,323,289 common shares. The stock is to be awarded as follows: 33% on December 31, 2008, 33% on December 31, 2009 and 33% on December 31, 2010 contingent upon employment with Clean Coal on each date. Clean Coal calculated the value of the award based upon the closing stock price on the reporting date December 31, 2007 and is expensing the award over the award periods. A total of $8,445,127 was recognized as share-based compensation under this award for the year ended December 31, 2007 and is reflected in the Statement of Stockholders Deficit. As of December 31, 2007, no shares have been issued or reflected for as issued in the Statement of Stockholders Deficit.

During 2006, Clean Coal issued 46,307,500 common shares valued at $9,263 for services provided.

During 2003, Clean Coal issued 2,500,000 common shares valued at $500 for services provided.

During 2002, Clean Coal issued 14,000,000 common shares valued at $2,800 for services provided, 2,404,185 common shares valued at $480,837 for debt and accrued interest of $480,837, and 10,000,000 common shares for the conversion of 480,837 preferred shares.

During 2001, Clean Coal issued 14,400,000 common shares valued at $2,880 for services provided and 1,852,900 common shares valued at $387,882 for debt and accrued interest of $387,882.

During 1999, Clean Coal issued 6,250,000 common shares valued at $1,250 for services provided.

During 1998, 8,500,000 common shares were retained by Golden Triangle Corporation shareholders in the reverse merger between Golden Triangle and Consolidated Energy International (see note 1 for details), 2,250,000 common shares valued at $450 for debt of $450 and issued 480,837 preferred shares valued at $380,837 for debt and accrued interest of $380,837.

At inception, Clean Coal issued 41,500,000 common shares valued at $8,300 to its founders for services.

NOTE 7 – INCOME TAXES

Clean Coal uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During the years ended December 31, 2007 and 2006, Clean Coal incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been

F-11

fully reserved. The cumulative net operating loss carry-forward is approximately $2,445,772 at December 31, 2007, and will begin to expire in the year 2027. Section 382 of the Internal Revenue code limits the use of net operating losses where a change of control has occurred. The company has changed control multiple times since inception resulting in such limitations.

At December 31, 2007 and 2006, deferred tax assets consisted of the following:


	2007	2006
Net operating loss carry-forward	$ 856,020	$ 520,890
Valuation allowance	(856,020)	(520,890)
Net deferred tax asset	$ -	$ -

NOTE 8 – OPERATING LEASES

During 2007, Clean Coal entered into an operating lease for office space which expires in June 2010 with a remaining term of thirty months at the monthly rate of $3,084. Rent expense for the year ended December 31, 2007 was $21,593. The future minimum lease payments as of December 31, 2007, are as follows for each of the years ended December 31:



	2008	$ 37,008
	2009	37,008
	2010	18,504
	Thereafter	-0-
	Total Minimum Lease Payment	$ 92,520

NOTE 9 – COMMITMENT AND CONTINGENCIES

Clean Coal has contracts with its Director and President that if and when Clean Coal sells control through common stock, the individual is entitled to five percent of the net proceeds less the proceeds of the common stock owned by them.

NOTE 10 – SUBSEQUENT EVENTS

On February 8, 2008, Clean Coal implemented a 5 to 1 forward common stock split. All share and per share data herein has been retroactively restated to reflect the forward split.

In April 2008, Clean Coal granted warrants for the purchase of up to five percent (5%) of Clean Coal’s common stock pursuant to an agreement for services. The warrants have an exercise price of $0.05 per share and a term of 10 years. The warrants vest as follows: 2% upon execution of the agreement and 3% upon the completion of various service provisions.

On July 10, 2008, Clean Coal granted 100,000 common shares for services valued at $360,000 which vest over the service period from July 10, 2008 through January 31, 2009.

Between January 1, 2008 and June 30, 2008, Clean Coal borrowed $103,961 from a shareholder. Clean Coal shareholders also converted $815,290 of accounts payable and advances from related parties to notes payable. The unsecured notes are dated between April 3, 2008 and June 30, 2008, accrue interest at 10% per annum and mature between April 3, 2010 and June 30, 2010.

F-12

During 2008, a shareholder of Clean Coal transferred 400,000 common shares to a third party for services to be provided to Clean Coal over a 12 month period. The shares were accounted for as returned to Clean Coal and canceled and then issued by Clean Coal at their fair value and expensed.

F-13

Clean Coal Technologies, Inc.

(A Development Stage Company)

Balance Sheets

(Unaudited)


			September 30,		December 31,
			2008		2007
ASSETS
Current Assets
	Cash	$	15,322	$	1,730
	Prepaid expenses		7,237		5,969
Total Current Assets			22,559		7,699

Property, plant and equipment			1,019		-
Other assets			5,000		5,000
Total Assets		$	28,578	$	12,699


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
	Accounts payable	$	356,979	$	239,826
	Accounts payable from related parties		668,110		380,264
	Advances from related parties		70,000		305,000
	Accrued liabilities		38,048		10,482
	Debt from related parties		7,500		107,500
Total Current Liabilities			1,140,637		1,043,072

Debt from related parties			1,041,851		-
Total Liabilities			2,182,488		1,043,072

Common stock, $0.00001 par value; 600,000,000 shares authorized, 420,100,072 and 409,090,980 shares issued and outstanding, respectively			4,201		4,091
Additional paid-in capital			132,071,695		39,611,397
Deficit accumulated during the development stage			(134,229,806)		(40,645,861)
Total Stockholders' Deficit			(2,153,910)		(1,030,373)
Total Liabilities and Stockholders' Deficit		$	28,578	$	12,699

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

F-14

Clean Coal Technologies, Inc.

(A Development Stage Company)

Statements of Expenses

(Unaudited)


											October 20, 1997
											(Inception)
			Three Months Ended				Nine Months Ended				Through
			September 30,				September 30,				September 30,
			2008		2007		2008		2007		2008

Operating Expenses:
	General and administrative	$	111,686	$	126,154	$	378,697	$	160,011	$	1,326,941
	Research and development		-		-		223,925		-		372,066
	Consulting services		22,500,423		261,346		92,928,354		347,524		132,276,628

Loss from Operations			(22,612,109)		(387,500)		(93,530,976)		(507,535)		(133,975,635)

Other Expenses:
Interest expense			(26,448)		(1,566)		(52,969)		(4,696)		(198,829)
Other expenses			-		-		-		-		(13,985)
Loss on extinguishment of debt			-		-		-		-		(41,357)
	Total Other Expenses		(26,448)		(1,566)		(52,969)		(4,696)		(254,171)

Net Loss		$	(22,638,557)	$	(389,066)	$	(93,583,954)	$	(512,231)	$	(134,229,806)

Net loss per share - basic and diluted		$	(0.05)	$	(0.00)	$	(0.23)	$	(0.00)		n/a

Weighted average shares outstanding - basic and diluted			417,361,929		175,544,400		413,799,076		162,239,776		n/a

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

F-15

Clean Coal Technologies, Inc.

(A Development Stage Company)

Statement of Stockholders’ Deficit


Nine Months Ended September 30, 2008
				(Unaudited)						Deficit
										Accumulated
								Additional		During the
	Preferred Stock			Common Stock				Paid-In		Development		Stockholders'
	Shares		Amount	Shares		Amount		Capital		Stage		Deficit
Balances at December 31, 2007	-	$	-	409,090,980	$	4,091	$	39,611,397	$	(40,645,861)	$	(1,030,373)
Common stock returned to Clean Coal and cancelled	-		-	(400,000)		(4)		4		-		-
Common stock issued for services	-		-	11,409,092		114		38,765,299		-		38,765,413
Accrued stock-based compensation	-		-	-		-		38,566,079		-		38,566,079
Warrant expense	-		-	-		-		15,128,916		-		15,128,916
Net loss	-		-	-		-		-		(93,583,945)		(93,583,945)
Balances at September 30, 2008	-	$	-	420,100,072	$	4,201	$	132,071,695	$	(134,229,806)	$	(2,153,910)

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

F-16

Clean Coal Technologies, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)


								October 20, 1997
								(Inception)
				Nine Months Ended				Through
				September 30,				September 30,
				2008		2007		2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss			$	(93,583,945)	$	(512,231)	$	(134,229,806)
Adjustment to reconcile net loss to net cash
used in operating activities:
	Depreciation expense			-		-		5,320
	Shares issued for services			77,331,492		7,128		115,556,574
	Warrant expense			15,128,916		-		15,128,916
	Loss on extinguishment of debt			-		-		41,357
	Interest expense paid in shares			-		-		43,935
	Interest expense converted to debt			20,531		-		22,600
	Write-off of asset			-		-		11,015
	Changes in operating assets and liabilities:
		Prepaid expenses and other current assets		(1,268)		(9,133)		(18,252)
		Accounts payable		117,153		(6,165)		356,979
		Accounts payable - related party		868,136		223,482		1,248,400
		Accrued expenses		29,635		4,696		38,048
Cash Used in Operating Activities				(89,350)		(292,223)		(1,794,914)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash paid for the purchase of fixed assets			(1,019)		-		(6,339)
	Deposit			-		-		(5,000)
Cash Used in Investing Activities				(1,019)		-		(11,339)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Advances from related parties			-		301,000		305,000
	Borrowings on related party debt			103,961		-		1,516,575
Cash Provided by Financing Activities				103,961		301,000		1,821,575
NET CHANGE IN CASH AND CASH EQUIVALENTS				13,592		8,777		15,322
CASH AND CASH EQUIVALENTS - beginning of period				1,730		-		-
CASH AND CASH EQUIVALENTS - end of period			$	15,322	$	8,777	$	15,322

SUPPLEMENTAL DISCLOSURES:
	Cash paid for interest		$	-	$	-	$	-
	Cash paid for income taxes			-		-		-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Related party payables and advances converted to debt		$	815,290	$	-	$	815,290
	Accrued interest converted to debt			2,069		-		-
	Preferred stock issued for related party debt			-		-		380,837
	Related party debt converted to preferred stock			-		-		924,277
	Preferred stock converted to common stock			-		-		481
	Common shares returned to Clean Coal and cancelled			4		-		4
	The accompanying notes are an integral part of these financial statements.

F-17

Clean Coal Technologies, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Clean Coal Technologies, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Clean Coal’s Registration Statement on Form 10 filed with the SEC. In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial stateme nts for fiscal 2007 as reported in the Form 10 have been omitted.

NOTE 2: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Clean Coal is unable to continue as a going concern. Clean Coal has an accumulated deficit and a working capital deficit as of September 30, 2008 with no revenues anticipated for the near term. Management believes Clean Coal will need to raise capital in order to operate over the next 12 months. As shown in the accompanying financial statements, Clean Coal has also incurred significant losses since inception. Clean Coal’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. Clean Coal h as limited capital with which to pursue its business plan. There can be no assurance that Clean Coal’s future operations will be significant and profitable, or that Clean Coal will have sufficient resources to meet its objectives. These conditions raise substantial doubt as to Clean Coal’s ability to continue as a going concern. Management may pursue either debt or equity financing or a combination of both, in order to raise sufficient capital to meet Clean Coal’s financial requirements over the next twelve months and to fund its business plan. There is no assurance that management will be successful in raising additional funds.

NOTE 3: DEBT FROM RELATED PARTIES

During the nine months ended September 30, 2008, Clean Coal borrowed $103,961 from a shareholder. Clean Coal shareholders also converted $815,290 of accounts payable and advances from related parties to notes payable. The unsecured notes are dated between April 3, 2008 and June 30, 2008, accrue interest at 10% per annum and mature between April 3, 2010 and June 30, 2010.

A summary of the debt from related parties outstanding as of September 30, 2008 is as follows:


Date of	To	Maturity	Interest	Principal
Note	Whom	Date	Rate	Balance
June 1, 2001	Neal Goodfriend	Due on demand	10%	$ 7,500
April 3, 2008	C J Douglas	April 3, 2010	10%	103,961
April 15, 2008	Larry Hunt	April 15, 2010	10%	104,959
June 30, 2008	C J Douglas	June 30, 2010	10%	266,770
June 30, 2008	Larry Hunt	June 30, 2010	10%	247,305
June 30, 2008	ERC	June 30, 2010	10%	252,641
June 30, 2008	Howard Helfant	June 30, 2008	10%	66,215
				$ 1,049,351

F-18

NOTE 4: EQUITY TRANSACTIONS

On November 1, 2007, Clean Coal entered into an employment agreement with its President and Chief Executive Officer whereby the President and Chief Executive Officer is entitled to a stock bonus of 94,323,289 common shares. The stock is to be awarded as follows: 33% on December 31, 2008, 33% on December 31, 2009 and 33% on December 31, 2010 contingent upon employment with Clean Coal on each date. Clean Coal calculated the value of the award based upon the closing stock price on the reporting date December 31, 2007 and is expensing the award over the award periods. A total of $38,566,079 was recognized as share-based compensation under this award for the nine months ended September 30, 2008 and is reflected in the accrued stock-based compensation line in the statement of stockholders deficit. As of September 30, 2008, no shares have been issued or reflected for as issued in the statement of stockholders deficit.

On February 8, 2008, Clean Coal implemented a 5 to 1 forward stock split of the common stock. Pursuant to the forward split, each share of common stock issued and outstanding as of the forward split effective date was converted into one (5) shares of common stock. All share and per share data herein has been retroactively restated to reflect the forward split.

On March 17, 2008, a shareholder of Clean Coal transferred 400,000 common shares of Clean Coal from his personal holdings to a third party for services performed for Clean Coal. The transaction was accounted for as a return and cancellation of 400,000 common shares to Clean Coal and the issuance of 400,000 shares valued at $1,232,000 for services.

On March 25, 2008, Clean Coal entered into a consulting agreement whereby the consultant is entitled to a stock bonus of 16,363,639 common shares of Clean Coal. The shares vest as follows: 33% on March 25, 2008, 33% on August 15, 2008 and 33% on December 31, 2008. Clean Coal calculated the value of the award based upon the closing stock price on the date of the agreement and is expensing the award over the vesting periods. A total of $37,173,413 was recognized as share-based compensation under this award for the nine months ended September 30, 2008 and is reflected in the common stock issued for services line in the statement of stockholders deficit. As of September 30, 2008, 10,909,092 shares have been accounted for as issued in the statement of stockholders deficit as these were the vested shares as of September 30, 2008.

On April 24, 2008, Clean Coal granted 8,181,820 common stock warrants for services. The warrants have an exercise price of $0.05 per share, a term of 10 years and they vest immediately. The fair value of the warrants was determined to be $15,128,916 using the Black-Scholes stock option valuation model. The significant assumptions used in the valuation were: the exercise price noted above; the market value of Clean Coal’s common stock on April 24, 2008, $1.85; expected volatility of 257.92%; risk free interest rate of 3.67%; and an expected term of 5 years. The warrants qualify as `plain vanilla' warrants under the provisions of Staff Accounting Bulletin No. 107 and, due to limited warrant exercise data available to Clean Coal, the term was estimated pursuant to the provisions of SAB 107. The entire fair value of these warrants was expensed during the nine months ended September 30, 2008. These were the only options or warrants granted by Clean Coal from inception through September 30, 2008 and they were all outstanding as of September 30, 2008.

On July 10, 2008, Clean Coal issued 100,000 common shares for services valued at $360,000.

F-19

NewStream Energy Technologies (NSGP) 10-12GRegistration of securities