UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2010

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-131862

Clenergen Corporation

(Exact name of registrant as specified in its charter)

Nevada	20-2781289
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Bath House
8 Chapel Place
London, Great Britain	EC2A 3DQ
(Address of principal executive offices)	(Zip Code)

+44 (0) 207739 0028

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes ¨  No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of March 21, 2010, 91,586,013 shares of common stock of the issuer were outstanding.

Introductory Comment

This Amendment No. 1 amends the Quarterly Report on Form 10-Q of Clenergen Corporation which was filed with the Commission on March 22, 2010 (the “Orginal Filing”).  The changes from the Original Filing contained in this Amendment No. 1 were made to Items 1 and 2 of Part I.

Introductory Comment - Use of Terminology

Throughout this Quarterly Report on Form 10-Q, the terms the “Company,” “we,” “us” and “our” refers to Clenergen Corporation and, unless the context indicates otherwise, our subsidiaries, including Clenergen Corporation Limited (UK) (“Limited”), Clenergen India Private Limited (“Clenergen India”) and Clenergen Biopower Corporation (“CBC”), on a consolidated basis.

Unless otherwise indicated, all monetary amounts are reflected in United States Dollars and, when referenced to a specific date, converted at the currency exchange rate as of the close of business on such date, as reported by the Wall Street Journal.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).  To the extent that any statements made in this Form 10-Q contain information that is not historical, these statements are essentially forward-looking.  Forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” “may,” “anticipate,” “believe,” “should,” “intend,” “estimate,” and variations of such words.  Forward-looking statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements.  Such risks and uncertainties include, without limitation:

• our ability to raise capital to finance our growth and operations, when needed and terms advantageous to us;

• the ability to manage growth, profitability and the marketability of our products and services;

• general economic and business conditions;

• the effect on our business of recent credit-tightening throughout the world;

• the impact of developments and competition within the fossil fuels and alternative energy industries;

• adverse results of any legal proceedings;

• the impact of current, pending or future legislation and regulation on the fossil fuels and alternative energy industries, including, but not limited to, changes in zoning and environmental laws and regulations;

• our ability to maintain and enter into relationships with suppliers, vendors or contractors of acceptable quality of goods and services on terms advantageous to us;

• changes in foreign currency exchange rates;

• political and government changes in the countries (including local and regional governments) in which we operate;

• the volatility of our operating results and financial condition;

• our ability to attract and retain qualified senior management personnel; and

• the other risks and uncertainties detailed in this Form 10-Q and, from time to time, in our other filings with the Securities and Exchange Commission.

Readers of this Quarterly Report on Form 10-Q should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause our actual results to differ materially from those provided in forward-looking statements.  Readers should not place undue reliance on forward-looking statements contained in this Form 10-Q.  We do not undertake any obligation to publicly update or revise any forward-looking statements we may make in this Form 10-Q or elsewhere, whether as a result of new information, future events or otherwise.

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PART I – FINANCIAL INFORMATION

Item 1.    Financial Statements.

CLENERGEN CORPORATION

(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	January 31, 2010			October 31, 2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	370,279		$	1,472
Prepaid Expenses and Other		2,918,426			15,039
Total Current Assets		3,288,705			16,511
FIXED ASSETS
Property & Equipment, Net		17,866			12,901
Total Fixed Assets		17,866			12,901
OTHER  ASSETS
Deposits		50,209			33,487
Total Other Assets		50,209			33,487
TOTAL ASSETS	$	3,356,780		$	62,899
LIABILITIES AND STOCKHOLDERS' EQUITY/DEFICIENCY
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses	$	339,226		$	214,211
Payroll Liabilities		26,106			6,745
Due to Affiliates and Shareholders		1,803,125			330,302
Total Current Liabilities		2,168,457			551,257
TOTAL LIABILITIES		2,168,457			551,257
STOCKHOLDERS' EQUITY/(DEFICIENCY
Preferred stock, $0.001 par value; Authorized: 10,000,000; Issued: None		-			-
Common Stock, $0.001 par value; 150,000,000 shares authorized; Issued: 91,536,013 and 86,941,013 shares, respectively		91,536			86,941
Additional paid in capital		7,165,093			3,998,562
Accumulated Other Comprehensive Income/(Loss)		355,243			389,956
Accumulated deficit during development stage		(6,423,549	)		(4,963,818	)
Total Stockholders' Equity/Deficiency		1,188,323			(488,358	)
TOTAL LIABILITIES AND EQUITY/DEFICIENCY	$	3,356,780		$	62,899

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

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CLENERGEN CORPORATION

(a Development Stage Company)

STATEMENTS OF OPERATIONS

For the three months ending January 31, 2010 and 2009

and from October 27, 2005 (inception) to January 31, 2010

	Three			Three			From
	Months Ended			Months Ended			Inception to
	1/31/2010			1/31/2009			1/31/2010
REVENUE	$	-		$	-		$	-
COST OF SERVICES		-			-			-
GROSS PROFIT OR (LOSS)		-			-			-
GENERAL AND ADMINISTRATIVE EXPENSES		1,449,598			9,905			4,138,373
RESEARCH & DEVELOPMENT		10,133			-			2,285,176
OPERATING INCOME/(LOSS)		(1,459,731	)		(9,905	)		(6,423,549	)
INTEREST EXPENSE		-			-			-
OTHER INCOME		-			-			-
INCOME/(LOSS) BEFORE INCOME TAXES		(1,459,731	)		(9,905	)		(6,423,549	)
PROVISION FOR INCOME TAXES
Federal		-			-			-
State		-			-			-
NET INCOME/(LOSS)	$	(1,459,731	)	$	(9,905	)	$	(6,423,549	)
Earnings (loss) per share, basic and diluted	$	(0.0162	)	$	(1.3207	)	$	(0.6263	)
Weighted average common shares outstanding		90,305,470			7,500			10,256,416
Comprehensive Loss:
Net Loss	$	(1,459,731	)	$	(9,905	)	$	(6,423,549	)
Foreign Currency Translation Income/(Loss)		(34,712	)		1,037			355,244
Comprehensive Income/(Loss)	$	(1,494,443	)	$	(8,868	)	$	(6,068,305	)

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

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CLENERGEN CORPORATION

(a Development Stage Company)

STATEMENTS OF CASH FLOWS

For the three months ending January 31, 2010 and 2009

and from October 27, 2005 (inception) to January 31, 2010

	Three			Three			From
	Months			Months			Inception to
	1/31/2010			1/31/2009			1/31/2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(1,459,731	)	$	(9,905	)	$	(6,423,549	)
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments for charges not requiring outlay of cash:
Depreciation and Amortization		1,326			-			2,466
Common Stock issued for compensation		533,125			-			533,125
Changes in operating assets and liabilitites:
(Increase)/Decrease Prepaid Expenses and Other
Current Assets		(265,387	)		-			(280,426	)
Deposits		(16,722	)		-			(50,209	)
Increase/(Decrease) in Accounts Payable and Accrued Expenses		125,015			40			339,226
Increase/(Decrease) in Accrued Payroll Liabilities		19,361			-			26,106
Total adjustments to net income		396,718			40			570,288
Net cash used in operating activities		(1,063,013	)		(9,865	)		(5,853,261	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Furniture & Equipment		(6,290	)		-			(20,331	)
Net cash flows used in investing activities		(6,290	)		-			(20,331	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash Received/(Paid) from/(to) Affiliates/Shareholders		1,472,822			8,816			5,857,801
Cash Received/(Paid) on notes payable		-			-			16,582
Net cash provided by (used in) financing activities		1,472,822			8,816			5,874,383
CASH RECONCILIATION
Effect of Exchange Rate Changes on Cash		(34,712	)		1,037			355,244
Net increase (decrease) in cash and cash equivalents		368,807			(13	)		356,035
Cash and cash equivalents - beginning balance		1,472			13			14,244
CASH AND CASH EQUIVALENTS BALANCE END OF PERIOD	$	370,279		$	-		$	370,279
Supplemetal Disclosures of Cash Flow Information:
Common stock issued for compensation	$	2,638,000		$	-		$	2,638,000
Common stock issued for debt cancellation	$	-		$	-		$	4,069,085
Common stock issued in recapitalization	$	-		$	-		$	2,175

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

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NOTE 1.   ORGANIZATION AND DESCRIPTION OF BUSINESS

Clenergen Corporation was incorporated in the State of Nevada on May 2, 2005 under the name “American Bonanza Resources Limited.”  On August 4, 2009, we acquired Clenergen Corporation Limited (UK), a United Kingdom corporation, and succeeded to the business of Limited.  Limited acquired the assets of Rootchange Limited, a biofuel and biomass research and development company, in April 2009.  As a result of these transactions, we are an advance-stage development company focused on installing, owning and operating small to medium sized renewable distributed environmental power systems (“DEPS”) providing electricity to local municipalities, manufacturers and national grids and which are powered by the use of biomass produced from proprietary feedstocks cultivated specifically for this purpose.

We intend to address the needs of a cleaner, greener planet with an environmentally sound and sustainable clean energy generation system, which is in compliance with and in excess of international standards for environmental protection, biodiversity, quality, safety and full traceability backed by a global management team providing a deep wealth of experience in the science, technology, finance and management of our business, as well as practical experiences of managing and investing in similar businesses in both emerging and developed markets. We also have an extensive scientific and technology Board of Advisors who are consulted on each and every project we enter into.

NOTE 2.  BASIS OF PRESENTATION

Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation SX.  In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods have been included.  The results of operations for the three months ended January 31, 2010 are not necessarily indicative of results that ultimately may be achieved for any other interim period or for the year ending October 31, 2010.  The interim unaudited financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the year ended October 31, 2009.

The Company has evaluated all subsequent events through date of issuance of this Form 10-Q for appropriate accounting and disclosure.

NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation - The consolidated financial statements of the Company include the accounts of Clenergen Corporation Limited and its 99.99% owned subsidiary, Clenergen India Private Limited. All significant intercompany balances and transactions have been eliminated.

Research and development - Research and development costs are charged to operations as incurred and include direct costs of research scientists and materials and an allocation of other core scientific services.

Foreign currency translation - The Company's assets and liabilities have been translated using the exchange rate at the balance sheet date. The weighted average exchange rate for the period has been used to translate expenses. Translation adjustments are reported separately and accumulated in a separate component of equity {comprehensive income (loss)}.

Comprehensive income (loss) - Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles in the United States of America are included in comprehensive income but are excluded from net loss as these amounts are recorded directly as an adjustment to stockholders' equity. The Company's other comprehensive income is comprised of foreign currency translation adjustments. Comprehensive income is reported by the Company in the consolidated statements of operations.

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Basic earnings per share –

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share as the Company does not have any outstanding potentially dilutive securities.

Cash Equivalents - The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. All adjustments are normal and recurring.

Income Taxes - A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

NOTE 4.   GOING CONCERN

The accompanying financial statements are presented on a going concern basis. For the period since October 27, 2005 (date of inception) through January 31, 2010, the Company has had a cumulative net loss of $6,423,549. As of January 31, 2010, the Company has not emerged from the development stage.   The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5.  STOCK TRANSACTIONS

All forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements are recorded at fair value on grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

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

As used in this quarterly report, the terms "we", "us", "our" and "our company" means Clenergen Corporation, unless otherwise indicated.

Results of Operations

Three month Summary ending January 31, 2010 and 2009

	Three Months Ended January 31
	2010			2009
Revenue	$	Nil		$	Nil
Operating Expenses	$	1,459,731		$	9,905
Net Loss	$	(1,459,731	)	$	(9,905	)

Expenses

Our operating expenses for the three month periods ended January 31, 2010 and 2009 are outlined in the table below:

	Three Months Ended January 31
	2010		2009
Administrative expenses	$	1,451,255	$	9,905
Professional fees	$	8,476	$	Nil

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Operating expenses for the three months ended January 31, 2010, increased by $1,441,350 as compared to the comparative period in 2009 primarily as a result of an increase in legal, professional and consulting fees and travel expenses.

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

Liquidity and Financial Condition

Working Capital
	At January 31, 2010		At October 31, 2009			Percentage Increase/Decrease
Current Assets	$	3,288,705	$	16,511			19,918.27	%
Current Liabilities	$	2,168,457	$	551,257			393.37	%
Working Capital	$	1,120,248	$	(534,746	)		209.49	%

Cash Flows
	Three Months Ended January 31
	2010			2009
Net Cash Provided by (Used in) Operating Activities	$	(1,063,013	)	$	(9,865	)
Net Cash Provided by (Used In) Investing Activities	$	(6,290	)	$	Nil
Net Cash Provided by Financing Activities	$	1,472,822		$	8,816
Increase (Decrease) In Cash During The Period	$	368,807		$	(13	)

As of January 31, 2010, our company had working capital of $1,120,248. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:

Estimated Expenses for the Next Twelve Month Period
Operating Expenses	$	452,561.18
Management and Consulting		438,995.70
General and Administrative		618,621.30
Total	$	1,510,178.18

We plan to raise additional capital required to meet immediate short-term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

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Future Financings

We will require additional capital to fund our business and development plan, including the development and/or construction of our biomass/gasification plants and expansion of our designated biomass plantations in the regions of operation.  In addition, once these plants have been constructed, we will have to fund the start-up operations of these plants until, if ever, the plants generate sufficient cash flow from their operations.  We may also encounter unforeseen costs that could also require us to seek additional capital.  As a result, we expect to seek to raise additional debt and/or equity funding.  The full and timely development and implementation of our business plan and growth strategy will require significant additional resources, and we may not be able to obtain the funding necessary to implement our growth strategy on acceptable terms or at all.  An inability to obtain such funding would prevent us from constructing any biomass/gasification plants.  Furthermore, our construction strategy may not produce revenues even if successfully funded.  We have not yet identified all of the sources for the additional financing we require, although we do have offers of debt financing from two banks for our Clenergen India Limited and have, in the past, been able to raise equity capital through the sale of minority interest in Clenergen India Limited.  We might not succeed in raising additional equity capital or in negotiating and obtaining additional financing.  Our ability to obtain additional capital will also depend on market conditions, national and global economies and other factors beyond our control.  We might not be able to obtain required working capital, the need for which is substantial given our business and development plan.  The terms of any future debt or equity funding that we may obtain may be unfavorable to us and to our stockholders.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Critical Accounting Policies

Our significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report. A discussion of our critical accounting policies and estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) in our Annual Report. There have been no material changes to the critical accounting policies or estimates reported in the MD&A section of our audited financial statements for the year ended October 31, 2009 as filed with the SEC.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

This item is not applicable to smaller reporting companies.

Item 4T.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management conducted an evaluation, with the participation of our chief executive officer and then-chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q.  Based upon that evaluation, our chief executive officer and then-chief financial officer have concluded that our disclosure controls and procedures were not effective in reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act.

We failed to file our Annual Report on Form 10-K for the fiscal year ended October 31, 2009 on a timely basis.  We have retained a British charter accountant, with fifteen years of experience in the preparation and filing of reports under the Exchange Act, to assist us in improving our disclosure contracts and procedures.

Changes in Internal Control Over Financial Reporting

In connection with our acquisition of Limited, we have adopted new internal controls over the financial reporting and disclosure controls and procedures in anticipation of our transition from an advance-stage development company to commencement of operations.    We also retained ECFO Corporation in January 2010 to assist us in preparing our financial statements in conformity with accounting principles generally accepted in the United States.  Further, in January 2010, Mike Starkie, an individual with substantial experience is preparing financial statements meeting the reporting obligations of the Securities Exchange Act of 1934, was appointed as our interim Chief Financial Officer.  We also intend to retain the services of a British Chartered Accounting firm to assist us in maintaining our financial books and records and in the preparation of our future periodic reports we file with the U.S. Securities and Exchange Commission in accordance with the reporting requirements of the Exchange Act.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

Not applicable.

Item 1A.  Risk Factors.

Not applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Issuance of Unregistered Securities

Effective November 3, 2009, we issued 3,912,500 shares of our common stock to consultants, in consideration for the consultants entering into consulting agreements with our company, which shares we have valued, for accounting purposes, at $3,130,000.  We believe that the issuance of the 3,912,500 shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the exemption from registration granted under Section 4(2) of the Securities Act and due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering.

Effective November 5th , 2009, we issued 12,500 shares of our common stock to a consultant, in consideration for this consultant entering into a consulting agreement with our company, which shares we have valued, for accounting purposes, at $10,000  We believe that the issuance of such 12,500 shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering.

 Effective November 17, 2009, we issued 100,000 shares of our common stock pursuant to a stock purchase agreement for total consideration of $50,000.  These shares were issued to one “non-U.S. person” (as that term is defined in Regulation S) in an offshore transaction relying on the safe-harbor exception from registration provided in Regulation S.

Effective November 18th , 2009, we issued 120,000 shares of our common stock pursuant to two stock purchase agreements for total consideration of $60,000.  These shares were issued to two “non-U.S. persons” in an offshore transaction relying on the safe-harbor exception from registration provided in Regulation S.

Effective November 19th, 2009 , we issued 350,000 shares of our common stock to a consultant, in consideration for this consultant entering into a consulting agreement with our company, which shares we have valued, for accounting purposes, at $100,000  We believe that the issuance of such 350,000 shares is exempt from the registration requirements of the Securities Act, by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuance of the shares was conducted in a transaction not involving any public offering.

On November 27, 2009, we sold and issued 100,000 shares of our common stock pursuant to a stock purchase agreement for total consideration of $50,000.  These shares were issued to one “non-U.S. person” (as that term is defined in Regulation S (“Regulation S”) promulgated under the Exchange Act) in an offshore transaction relying on the safe-harbor exception from registration provided in Regulation S.

Acquisition of Outstanding Stock

On February 5, 2010, our board of directors accepted the resignation of Dale Shepherd as our Chief Financial Officer and director and Jack Dickey as a director.  Both Messrs. Shepherd and Dickey have agreed to return the 1 million shares of our common stock previously issued to each of them in connection with their first becoming affiliated with our company.  As of March 22, 2010, only Mr. Shepherd has returned the stock certificate evidencing his 1 million shares and we are in the process of having such stock certificate cancelled and having such 1 million shares reflected on our books and records as not outstanding.

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Item 3.  Defaults upon Senior Securities.

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5.  Other Information.

Not applicable.

Item 6.  Exhibits.

The following exhibits are being filed as part of this Quarterly Report on Form 10-Q.

Exhibit
Number	Exhibit Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1	Section 1350 Certification of Principal Executive Officer.
32.2	Section 1350 Certification of Principal Financial Officer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:  March 24, 2009	Clenergen Corporation
	By:	/s/ Mark L. M. Quinn
		Mark L. M. Quinn
		Chief Executive Officer
		(Duly Authorized Officer
		and Principal Executive Officer)
	By:	/s/ Mike Starkie
		Mike Starkie
		Acting Chief Financial Officer
		(Principal Financial and Accounting Officer)

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