10KSB/A 1 form10ksb.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Clyvia Inc. - Form 10KSB/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A
Amendment No. 2

(Mark One)
[ X ] Annual Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
For the fiscal year ended January 31, 2006

[ ] Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934
For the transition period from _____ to _____

COMMISSION FILE NUMBER 000-50930

CLYVIA INC.
(Name of small business issuer in its charter)

NEVADA 98-0415276
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
1480 Gulf Road, Suite 204  
Point Roberts, WA 98281
(Address of principal executive offices) (Zip Code)
   
(360) 306-0230  
Issuer’s telephone number  

Securities registered under Section 12(b) of the Exchange Act: NONE.

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, $0.001 PAR VALUE PER SHARE.

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [ X ]    No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

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

State issuer’s revenues for its most recent fiscal year NIL.

As of January 31, 2006, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $44,931,456, based on an average of the closing bid price of $1.37 and ask price of $1.50 of the common stock on January 31, 2006.

As of January 31, 2006, the Registrant had 100,317,119 shares of common stock, with a par value of $0.001 per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

Transitional Small Business Disclosure Format (check one):    Yes [ ]    No [ X ]

Page 1 of 5


EXPLANATORY NOTE

This Amendment No. 2 to Clyvia Inc.’s (the “Company”) Annual Report on Form 10-KSB for the fiscal year ended January 31, 2006, originally filed May 16, 2006 (the “Original Form 10-KSB”) as amended March 1, 2007 (“Amendment No. 1”), is being filed to include as Exhibit 23.1 to this Annual Report the consent of Dohan and Company, Certified Public Accountants, the Company’s former auditors, to incorporate by reference its report dated April 25, 2006 into the Company’s Registration Statement on Form S-8 filed with the SEC on August 25, 2005.

Other than the inclusion of Exhibit 23.1, the items included in the Original Form 10-KSB and Amendment No. 1 have not been amended and remain in effect as of the date of the original filing thereof and are incorporated herein by reference. Additionally, this Amendment No. 2 on Form 10-KSB/A does not purport to provide a general update or discussion of any other developments subsequent to the filing of the Original Form 10-KSB.


PART III

ITEM 13. EXHIBITS.

Exhibit Number Description of Exhibit
   
3.1 Articles of Incorporation.(1)
3.2 Certificate of Change.(5)
3.3 Articles of Amendment changing name from Rapa Mining Inc. to Clyvia Inc. (9)
3.4 By-Laws.(1)
10.1 Mineral Property Option Agreement.(1)
10.2 Amendment Agreement to Mineral Property Option Agreement.(4)
10.3 Escrow Agreement.(2)
10.4 Amended Escrow Agreement.(3)
10.5 Share Purchase Agreement between Clyvia Capital Holding GmbH, Rapa Mining Inc., Clyvia Technology GmbH and Brian Cheston, dated for reference the 7th day of April, 2005.(7)
10.6 License Agreement between ECO Impact GmbH and Clyvia Technology GmbH (translated from German to English).(9)
10.7 Management Services Agreement between Walter P.W. Notter and Clyvia Inc. (formerly “Rapa Mining Inc.”) dated effective as of June 30th , 2005.(9)
10.8 Amendment to Management Services Agreement between Walter P.W. Notter and Clyvia Inc. (formerly “Rapa Mining Inc.”) dated effective as of July 11, 2005.(9)
10.9 Memorandum of Understanding Between Clyvia Technology GmbH and Wong Chee Wah.(10)
10.10 Property Purchase Agreement between Clyvia Technology GmbH (German subsidiary of Clyvia) and Stadtentwicklungsgesellschaft der Stadt Wegberg mbH (translated from German to English). (11)
10.11 Agreement between Clyvia Technology GmbH and HII GmbH Industrieanlagen Bau und Beratung (translated from German to English).(12)
10.12 Letter dated May 2, 2006 from Clyvia Technology GmbH to HII GmbH (translated from German to English). (12)
10.13 Exclusive Distribution Contract between Clyvia Technology GmbH and Bureau Wiebes & Partners Ltd. (translated from German to English). (12)
10.14 Exclusive Distribution Contract between Clyvia Technology GmbH and Energy Recycling Systems Sarl (translated from German to English). (12)
10.15 Exclusive Distribution Contract between Clyvia Technology GmbH and Grundstuecksgesellschaft FOCUS mbH & Co. Bau und Boden KG (translated from German to English). (12)
10.16 Letter Agreement amending the scope of non-exclusive distribution rights granted to Energy Recycling Systems Sarl (translated from German to English). (12)
10.17 Amended License Agreement between ECO Impact GmbH and Clyvia Technology GmbH (translated from German to English). (12)
10.18 2005 Stock Option Plan.(8)
14.1 Code of Ethics.(6)
21.1 List of Subsidiaries. (12)



Exhibit Number Description of Exhibit
   
23.1 Consent of Dohan and Company, Certified Public Accountants.
31.1 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
(1)

Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on March 16, 2004.

(2)

Filed with the SEC as an exhibit to Amendment No. 3 to our Registration Statement on Form SB-2/A filed on July 19, 2004.

(3)

Filed with the SEC as an exhibit to Amendment No. 4 to our Registration Statement on Form SB-2/A filed on August 10, 2004.

(4)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 30, 2004.

(5)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 18, 2005.

(6)

Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on May 2, 2005.

(7)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 18, 2005.

(8)

Filed with the SEC as an exhibit to our Registration Statement on Form S-8 filed on August 25, 2005.

(9)

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on September 23, 2005.

(10)

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on December 23, 2005.

(11)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 1, 2006.

(12)

Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB, originally filed on May 16, 2006.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  CLYVIA INC.
   
Date: May 19, 2007 By: /s/ Walter P.W. Notter
    WALTER P.W. NOTTER
    President, Treasurer, Chief Executive Officer and Chief  Financial Officer
    Director
    (Principal Executive Officer and Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: May 19, 2007 By: /s/ Walter P.W. Notter
    WALTER P.W. NOTTER
    President, Treasurer, Chief Executive Officer and Chief  Financial Officer
    Director
    (Principal Executive Officer and Principal Accounting Officer)
     
     
     
     
Date: May 18, 2007 By: /s/ John Boschert
    JOHN BOSCHERT
    Secretary