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EX-31.2 - MedClean Technologies, Inc.v165406_ex31-2.htm
EX-32.1 - MedClean Technologies, Inc.v165406_ex32-1.htm
EX-31.1 - MedClean Technologies, Inc.v165406_ex31-1.htm
EX-32.2 - MedClean Technologies, Inc.v165406_ex32-2.htm

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009

o
Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                 to

Commission File Number 000-03125

MEDCLEAN TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
 
21-0661726
(State or other Jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)

3 Trowbridge Drive
Bethel, Connecticut 06801
(Address of Principal Executive offices)

(203) 798-1080
(Issuer’s Telephone Number)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 þ No  o

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

Large Accelerated Filer  o
 
Accelerated Filer                           o
 
Non-Accelerated Filer    o
 
Smaller Reporting Company  þ
 

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

As of November 9, 2009, 561,542,968 shares of the issuer’s common stock (par value $0.0001 per share) were outstanding.

 
 

 



 
Page
   
PART I—FINANCIAL INFORMATION 
   
Item 1: Financial Statements
F1 – F15
   
Item 2: Management's Discussion and Analysis or Plan of Operation
3
   
Item 3: Quantitative and Qualitative disclosures about Market Risk
7
   
Item 4: Controls and Procedures
7
   
PART II—OTHER INFORMATION
   
Item 1: Legal Proceedings
8
   
Item1A: Risk Factors
8
   
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
8
   
Item 3: Defaults Upon Senior Securities
8
   
Item 4: Submission of Matters to a Vote of Security Holders
8
   
Item 5: Other Information
8
   
Item 6: Exhibits
9
   
Signatures
9
  
 
2

 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 
PAGE
   
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2009 (UNAUDITED) AND DECEMBER 31, 2008
F2
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
F3
   
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
F4
   
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F5
 
 
F-1

 

MEDCLEAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30,
   
December 31,
 
   
2009
   
2008
 
   
(Unaudited)
       
             
ASSETS
           
Current assets
           
Cash
  $ 249,225     $ 1,922,401  
Accounts receivable, net of $15,589 and $23,081 allowance as of September 30, 2009 and December 31, 2008, respectively
    265,809       176,284  
Revenues in excess of billings
    7,679       7,679  
Inventory
    838,538       886,351  
Prepaid expenses
    42,717       24,925  
Total current assets:
    1,403,968       3,017,640  
                 
Property, plant and equipment, net
    243,455       285,304  
                 
Other assets
               
Deposits
    38,260       38,260  
                 
Total assets
  $ 1,685,683       3,341,204  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities
               
Accounts payable and accrued liabilities
  $ 241,882     $ 653,785  
Payroll liabilities
    244,381       390,857  
Deferred revenue
    230,648       136,691  
Customer deposits
    87,520       386,428  
Billings in excess of revenue
    618,673       620,639  
Notes payable
    211,722       202,947  
Total current liabilities:
    1,634,826       2,391,347  
                 
Stockholders' equity
               
Common stock, $0.0001 par value; 3,500,000,000 shares authorized; 561,542,968 shares issued and outstanding as of September 30, 2009 and December 31, 2008
    56,154       56,154  
Additional paid in capital
    24,302,081       20,988,502  
Accumulated deficit
    (24,307,378 )     (20,094,799 )
Total stockholders' equity:
    50,857       949,857  
                 
Total liabilities and stockholders' equity
  $ 1,685,683     $ 3,341,204  

See the accompanying notes to the unaudited condensed consolidated financial statements

 
F-2

 

MEDCLEAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2009
   
2008
   
2009
   
2008
 
Revenues
                       
Contract revenues earned
  $ 1,229,361     $ 571,243     $ 1,229,361     $ 1,425,466  
Sales and service revenues
    326,931       177,515       1,099,113       529,273  
Total revenues
    1,556,292       748,758       2,328,474       1,954,739  
                                 
Cost of sales
    642,043       482,239       1,141,080       1,291,321  
                                 
Gross profit
    914,249       266,519       1,187,394       663,418  
                                 
Operating expenses
                               
Salaries and wages
    250,768       339,227       3,314,347       1,029,217  
                                 
General and administrative expenses
    299,811       1,015,049       1,121,347       2,098,740  
Depreciation
    20,998       19,585       65,157       63,900  
Total operating expenses
    571,577       1,373,861       4,500,851       3,191,857  
                                 
Income (loss) from operations
    342,672       (1,107,342 )     (3,313,457 )     (2,528,439 )
                                 
Other income and expenses
                               
Interest and other income
    -       40,290       944       40,904  
Interest expense
    (3,366 )     (253,324 )     (900,066 )     (1,867,256 )
                                 
Net Income (loss) before income taxes
    339,306       (1,320,376 )     (4,212,579 )     (4,354,791 )
                                 
Provision for income taxes (benefit)
    -       -       -       -  
                                 
Net income (loss)
  $ 339,306     $ (1,320,376 )   $ (4,212,579 )   $ (4,354,791 )
                                 
Income (loss) per common share, basic
  $ 0.00     $ (0.00 )   $ (0.01 )   $ (0.03 )
                                 
Income (loss) per common share, fully diluted
  $ 0.00     $ (0.00 )   $ (0.01 )   $ (0.03 )
                                 
Weighted average common shares outstanding, basic
    561,542,968       336,645,470       561,542,968       127,553,445  
                                 
Weighted average common shares outstanding, fully diluted
    561,542,968       336,645,470       561,542,968       127,553,445  

See the accompanying notes to the unaudited condensed consolidated financial statements

 
F-3

 
 
MEDCLEAN TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Nine months ended September 30,
 
   
2009
   
2008
 
Cash flows from operating activities:
           
Net loss
  $ (4,212,579 )   $ (4,354,791 )
Adjustments to reconcile net income (loss) to net cash used in operating activities
               
Depreciation
    65,157       63,900  
Fair value of common stock, options and warrants issued for services rendered
    3,313,579       1,693,261  
Common stock issued in settlement of preferred dividends and liquidated damages
            598,577  
Common stock issued in settlement of debt
            1,159,733  
Loss on disposal of fixed assets
            22,249  
(Increase) decrease in:
               
Accounts receivable
    (89,525 )     411,812  
Revenues in excess of billings
            (7,679 )
Inventory
    47,813       305,932  
Prepaid expenses
    (17,792 )     55,350  
Increase (decrease) in:
               
Accounts payable and accrued liabilities
    (549,604 )     (270,850 )
Deferred revenue
    93,957       (79,796 )
Customer deposits
    (298,908 )     -  
Billings in excess of revenue
    (1,966 )     (636,371 )
Dividend payable
    -       (864,013 )
Net cash used in operating activities
    (1,649,868 )     (1,902,686 )
                 
Cash flows from investing activities:
               
Purchase of equipment
    (23,308 )     (7,307 )
Net cash used in investing activities
    (23,308 )     (7,307 )
                 
Cash flows from financing activities:
               
Proceeds from issuance of notes payable
    -       350,000  
Repayments of notes payable
    -       (418,985 )
Proceeds from sale of common stock
    -       4,946,000  
Cost of insurance of preferred stock and warrants
    -       (85,500 )
Net cash provided by financing activities
    -       4,791,515  
                 
(Decrease) increase in cash and cash equivalents
    (1,673,176 )     2,881,522  
                 
Cash and cash equivalents, beginning of period
    1,922,401       212,215  
                 
Cash and cash equivalents, end of period
  $ 249,225     $ 3,093,737  
                 
Supplemental disclosures of cash flow information:
               
Cash paid during the period for:
               
Interest
  $ 1,324     $ 94,903  
Taxes
  $ -     $ -  
                 
Supplemental disclosures of non-cash investing and financing activities:
         
Common stock issued in exchange for notes payable
  $ -     $ 1,225,000  
Accrual of preferred stock dividends
    -       210,000  
Common stock issued in settlement of preferred stock dividends
    -       383,577  
Common stock issued in settlement of liquidated damages
    -       215,000  

See the accompanying notes to the unaudited condensed consolidated financial statements

 
F-4

 

MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the presentation of the accompanying financial statements are as follows:

General

The accompanying unaudited condensed consolidated financial statements of MedClean Technologies, Inc. and subsidiaries, (“MedClean” or the “Company” or “MTI”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Accordingly, the results from operations for the three and nine-month period ended September 30, 2009, are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.  The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated December 31, 2008 financial statements and footnotes thereto included in the Company's Form 10-K filed with the SEC on March 24, 2009 and amended on April 17, 2009.

The consolidated financial statements as December 31, 2008 have been derived from the audited consolidated financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America.

Business and Basis of Presentation

On January 2, 2009, the Company merged its wholly owned subsidiary, Aduromed Corporation into Aduromed Industries Inc. and changed its corporate name from Aduromed Industries, Inc. to MedClean Technologies, Inc.

MedClean is in the business of providing solutions for managing medical waste on site including designing, selling, installing and servicing on site (i.e. " in-situ ") turnkey systems to treat regulated medical waste. The Company provides these systems to hospitals and other medical facilities as efficient, safe, cost effective and legally compliant solutions to incineration, off site hauling of untreated waste and other alternative treatment technologies and methodologies. The MedClean Series System is offered in three configurations: Containerized System, Mobile System and the Fixed System (our traditional fixed installation).

Accounts Receivable
 
The Company assesses the realization of its receivables by performing ongoing credit evaluations of its customers' financial condition. Through these evaluations, the Company may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. The Company’s reserve requirements are based on the best facts available to the Company and are reevaluated and adjusted as additional information is received. The Company’s reserves are also based on amounts determined by using percentages applied to certain aged receivable categories. These percentages are determined by a variety of factors including, but not limited to, current economic trends, historical payment and bad debt write-off experience. Allowance for doubtful accounts for accounts and notes receivable was $15,589 and $23,081 as of September 30, 2009 and December 31, 2008, respectively.

 
F-5

 

MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition

Prior to 2009 the Company recognized revenues from fixed-price and modified fixed-price construction type contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method was used because management considers total cost to be the best available measure of progress on the contracts. Because of inherent uncertainties in estimating costs, it was at least reasonably possible that the estimates used will change within the near term. Prior to 2009, the Company has billed 25% of the contract at signing, 50% upon delivery of components, and the final 25% upon completion of installation and start-up. Beginning in 2009 the Company will recognize revenues upon completion of the system installation for system installed inside a health care facility.  Clients will be invoiced 60% of the contracts at signing, 20% upon delivery of components, and the final 20% upon completion of installation and start-up.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance. Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period.

Revenues from direct sales of our On-Demand container unit are recognized as the Company ships units. The Company provides a one year warranty on the systems it installs. The Company also obtains a one year warranty on the system components from the component manufacturer, thereby mitigating potential warranty costs. Accordingly, the Company has accrued no reserve for warranty. On the installed base after the warranty term has expired, the Company offers a maintenance agreement of one or more years to the customer. The Customer is billed for, and pays for the maintenance agreement in advance. Revenues from such maintenance agreements are recognized ratably over the lives of the maintenance agreements, with the excess of the amount collected over the amount recognized as deferred revenue. At September 30, 2009 and December 31, 2008 the Company had $230,648 and $136,691 in deferred revenue from maintenance agreements. There are no sales of container units for the nine months ended September 30, 2009 and 2008.

Revenues from the sale of accessories and repairs and replacement parts are recognized when shipped to the customer in accordance with a valid contract or order agreement. The contract or order agreement specifies delivery terms and pricing, and is considered to reasonably assure collection from the customer.

Revenues and cost from multi-year rental contracts on our mobile unit will be recognized ratably over the life of the rental contract.

 
F-6

 

MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Segment information

Accounting Standards Codification (“ASC”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The Company applies the management approach to the identification of our reportable operating segment as provided in accordance with ASC. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment.

Reclassification
 
Certain reclassifications have been made to prior periods’ data to conform to the current year’s presentation. These reclassifications had no effect on reported income or losses.
 
Fair Value of Financial Instruments

ASC requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments.  All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

Use of estimates

The preparation of the accompanying 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 revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

The Company maintains cash deposits with financial institutions, which from time to time may exceed federally insured limits.  The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash. At September 30, 2009, the Company has no cash balances on deposit in any one account with a financial institution in excess of the federally insured limits.

 
F-7

 

MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Control by principal stockholders 

The directors, executive officers, participants in the Master Restructuring Agreement and their affiliates or related parties, own beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the directors, executive officers and participants in the Master Restructuring Agreement and their affiliates or related parties, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets.

Dependence on principal customer

For 2009 and going forward, we do not anticipate that the loss of any one customer will have a significant adverse impact on our business.

Property, plant and equipment

The Company has property, plant and equipment that consist of automobiles, computers and related accessories, and office furniture.  The depreciation is calculated using the straight line method over the life of the property.  All property has a useful life of 3 to 10 years.  The following table summarizes these assets as of September 30, 2009 and December 31, 2008:
 
   
September 30,
   
December 31,
 
   
2009
   
2008
 
Office Furniture
  $
164,525
    $
164,525
 
Computers and Accessories
   
212,017
     
206,091
 
Leasehold Improvements
   
135,380
     
117,997
 
     
511,922
     
488,613
 
Accumulated Depreciation
   
268,467
     
203,309
 
    $
243,455
    $
285,304
 
 
Inventory

The Company maintains an inventory, which consists primarily of component parts, spare parts and disposable goods.  The average cost method is utilized in valuing the inventory, and is stated at the lower of cost or market.  The following table summarizes these assets as of September 30, 2009 and December 31, 2008:

   
September 30,
   
December 31,
 
   
2009
   
2008
 
Component & spare parts
  $
786,052
    $
754,476
 
Consumables
   
52,486
     
21,234
 
Advance payments
   
0
     
110,641
 
Total inventory
  $
838,538
    $
886,351
 
 
 
F-8

 


MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (loss) per common share

The net earnings (loss) per common share are computed by dividing the net loss for the period by the weighted average number of shares outstanding for the period. Outstanding warrants and options for the three-month and nine-month periods ending September 30, 2009 and 2008 amounting to 619,096,836 and 43,943,271 respectively were not included in the calculation for net loss per common share because it would be antidilutive or exceeded the average market price of the Company’s common stock for period.

Outstanding Preferred A and B class of stock nor the common stock equivalents associated with the conversion feature for the periods ending September 30, 2008 amounting to 22,043,862 of both classes of Preferred stock were neither included in the calculation for net loss per common share as it would be antidilutive.

The numerator and denominator used in the basic and diluted earnings (loss) per share of common stock computations are presented in the following table:

  
 
Nine months ended September 30,
   
Three months ended September 30,
 
  
 
2009
   
2008
   
2009
   
2008
 
NUMERATOR FOR BASIC AND DILUTED EPS (LPS)
                       
Net income (loss) per statement of operations
 
$
(4,212,579
)
 
$
(4,354,791
)
 
$
339,306
   
$
(1,320,376
)
Dividend payable to preferred stockholders
   
-
     
(210,000
)
   
-
         
Net income (loss) to common stockholders
 
$
(4,212,579
)
 
$
(4,564,791
)
 
$
339,306
   
$
(1,320,376
)
                                 
DENOMINATOR FOR BASIC AND DILUTED EPS (LPS)
                               
Weighted average shares of common stock outstanding
   
561,542,968
     
127,553,445
     
561,542,968
     
336,645,470
 
                                 
Basic and diluted EPS (LPS)
 
$
(0.01
)
 
$
(0.03
)
 
$
0.00
   
$
(0.00
)
 
For the three month period ended September 30, 2009, the Company did not consider 247,156,997 warrants and 503,388,594 vested options in the dilutive earnings per share due to the related strike price exceeded the applicable market price of the Company’s common stock.
 
Recent Accounting Pronouncements
 
 With the exception of those stated below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2009, as compared to the recent accounting pronouncements described in the Annual Report that are of material significance, or have potential material significance, to the Company.

 
F-9

 
 
MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.
 
Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s consolidated results of operations or financial condition.
 
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to FASB ASC Topic 605, Revenue Recognition) (“ASU 2009-13”) and ASU 2009-14, Certain Arrangements That Include Software Elements, (amendments to FASB ASC Topic 985, Software) (“ASU 2009-14”). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-14 removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company does not expect adoption of ASU 2009-13 or ASU 2009-14 to have a material impact on the Company’s consolidated results of operations or financial condition.

 
F-10

 
 
MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 2 - GOING CONCERN MATTERS

 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company has incurred substantial recurring losses, which raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company has available cash and cash equivalents of approximately $249,225 at September 30, 2009 which it intends to utilize for working capital purposes and to continue developing its business. To supplement its cash resources, the Company has been pursuing a number of alternative financing arrangements with various investment entities. We are currently looking to secure additional working capital to provide the necessary funds for us to execute our business plan through various sources, including bank facilities, bridge loans and equity offerings. However, we continue to incur significant operating losses and the resultant reduction of our cash position.  We cannot assure that we will be able to obtain additional funding, and the lack thereof would have a material adverse impact on our business. Moreover, any equity funding could be substantially dilutive to existing stockholders. The aforementioned factors raise substantial doubt about our ability to continue as a going concern. In the event the Company is unable to continue as a going concern it may pursue a number of different options, including, but not limited to, filing for protection under the federal bankruptcy code.

NOTE 2 – CONTRACTS IN PROCESS

The Company enters into construction type contracts to furnish and install its systems in hospitals. There were five outstanding contracts at September 30, 2009 and December 31, 2008.  The following table summarizes these outstanding contracts:

 
Contract
   
Revenue
   
Amounts
   
Revenues in
   
Billings in excess
 
 
Amount
   
Recognized
   
Billed
   
excess of Billings
   
of Revenues
 
Outstanding contracts at September 30, 2009
             
   
1,327,930
     
949,221
     
1,327,930
     
-
     
378,709
 
   
231,257
     
29,347
     
21,668
     
7,679
     
-
 
   
287,029
     
163,939
     
215,271
     
-
     
51,332
 
   
282,948
     
-
     
188,632
     
-
     
188,632
 
   
2,129,164
     
1,142,507
     
1,753,501
     
7,679
     
706,193
 
                                       
Outstanding contracts at December 31, 2008
                 
   
1,327,930
     
949,221
     
1,327,930
     
-
     
378,709
 
   
231,257
     
29,347
     
21,668
     
7,679
     
-
 
   
287,029
     
163,939
     
215,271
     
-
     
51,332
 
   
282,948
     
-
     
188,632
     
-
     
188,632
 
   
559,594
     
528,426
     
530,392
     
-
     
1,966
 
   
2,688,758
     
1,670,933
     
2,283,893
     
7,679
     
620,639
 
 
 
F-11

 

MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 3 – NOTE PAYABLE

The Company’s outstanding unsecured note bears a 12% interest rate and matured on December 15, 2003. Both parties have entered a verbal agreement to extend the maturity date on this note indefinitely. No accrued interest has been paid on this note to date. As of September 30, 2009 and December 31, 2008 the balance due was $211,722 and $202,947 respectively.  

NOTE 4 – CAPITAL STOCK

The Company is authorized to issue 3,500,000,000 shares of common stock, with a $0.0001 par value per share as of April 22, 2009 as approved by the majority of the Company stockholders. Prior to the April 22, 2009 share increase, the Company was authorized to issue 1,400,000,000 shares of common stock with a $0.0001 par value per share. In addition, the Company is authorized to issue 60,000,000 shares of preferred stock with a $0.0001 par value per share.

As of September 30, 2009 and December 31, 2008, the Company has 561,542,968 shares of common stock and no preferred stock issued and outstanding.

NOTE 5 – WARRANTS AND OPTIONS

Warrants
 
The following table summarizes the changes in warrants outstanding and related prices for the shares of the Company’s common stock at September 30, 2009:
 
 
Exercise Price
  
Number
Outstanding
  
  
Warrants
Outstanding
Weighted
Average
Remaining
Contractual Life
(years)
  
  
Weighted
Average
Exercise price
  
  
Number
Exercisable
  
  
Warrants
Exercisable
Weighted
Average
Exercise Price
  
$
0.0040
   
47,397,500
     
3.83
   
$
0.0040
     
47,397,500
   
$
0.0040
 
 
0.0075
   
167,419,111
     
3.85
     
0.0075
     
167,419,111
     
0.0075
 
 
0.0250
   
28,000,000
     
3.85
     
0.0250
     
28,000,000
     
0.0250
 
 
0.0900
   
600,000
     
3.46
     
0.0900
     
600,000
     
0.0900
 
 
0.2400
   
100,000
     
2.74
     
0.2400
     
100,000
     
0.2400
 
 
0.3788
   
2,204,386
     
1.32
     
0.3788
     
2,204,386
     
0.3788
 
 
0.5571
   
1,436,000
     
0.84
     
0.5571
     
1,436,000
     
0.5571
 
 
Total
   
247,156,997
     
3.81
   
$
0.0156
     
247,156,997
   
$
0.0128
 
 
 
F-12

 

MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 5 – WARRANTS AND OPTIONS (continued)

Transactions involving the Company’s warrant issuance are summarized as follows:
 
  
 
Number of
Shares
   
Weighted
Average
Price Per
Share
 
Outstanding at December 31, 2007
   
32,476,672
   
$
0.3585
 
Granted
   
503,570,577
         
Exercised
   
(93,861,853
)
       
Canceled or expired
   
(27,609,286
)
       
Outstanding at December 31, 2008
   
414,576,110
     
0.0265
 
Granted
   
167,419,113
         
Exercised
               
Canceled or expired
   
(334,838,226
)
       
Outstanding at September 30, 2009
   
247,156,997
   
$
0.0156
 
 
On June 30, 2009, pursuant to its private offer to exchange all of the Company's existing Common Stock Purchase Warrants with Initial Exercise Dates between July 11, 2008 and August 29, 2008 ("Existing Warrants") for newly issued Common Stock Purchase Warrants with a new lower exercise price of $0.0075 per share, exercisable for one-half the original number of shares of our common stock, par value $0.0001 per share ("Common Stock"), and without a "cashless exercise" right, the Company exchanged 334,838,226 Existing Warrants for 167,419,113 common stock purchase warrants with an exercise price of $0.0075 per share and 28,000,000 common stock purchase warrants with an exercise price of $0.025 remain outstanding.  The fair value of the newly issued common stock warrants, determined using the Black-Scholes Option Pricing Model did not exceed the fair value of the existing warrants at the time of the exchange.

Stock options

The following table summarizes the changes in options outstanding and the related prices for the shares of the Company's common stock issued to employees and directors of the Company at September 30, 2009:

   
  
Options Outstanding
  
 
  
Options Exercisable
  
Exercise Prices
 
  
Number
Outstanding
  
Weighted Average
Remaining
Contractual Life
(Years)
  
Weighted
Average
Exercise Price
  
Number
Exercisable
  
Weighted
Average
Exercise Price
  
$
0.004
     
539,358,950
 
4.63
 
$
0.004
 
503,388,594
 
$
0.004
 
Total
     
539,358,950
 
4.63
 
0.004
 
503,388,594
 
0.004
 
 
 
F-13

 

MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 5 – WARRANTS AND OPTIONS (continued)

Transactions involving stock options issued to employees are summarized as follows:
 
  
       
Weighted
Average
 
   
Number of
   
Price
 
   
Shares
   
Per Share
 
Outstanding at December 31, 2007:
    11,531,315     $ 0.098  
Granted
    71,634,000     $    
Exercised
             
Canceled or expired
    (4,806,365 )        
Outstanding at December 31, 2008:
    78,358,950     $ 0.072  
Granted
    461,000,000          
Exercised
    -       -  
Canceled or expired
               
Outstanding at September 30, 2009:
    539,358,950     $ 0.004  

On May 1, 2009, the Company issued options to purchase 461,000,000 shares of the Company’s common stock in consideration of employees accepting  no and or reduced compensation for a specified period of time. The option grants as approved by the Compensation Committee were fully vested when issued and the exercise price is $0.004 per share.

The fair value for these awards was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming no expected dividends:
 
Expected life (years)
    5  
Expected volatility
    255.30 %
Risk-free interest rate
    1.98 %
Dividend yield
    %

During the nine-month period ended September 30, 2009, the Company re-priced certain employee options initially with exercise prices from $0.05 to $0.557 to $0.004 per share with other terms remaining the same.  The fair value of the fully vested re-priced options was charged to current period operations.

The fair values of the fully vested re-priced employee options were determined using the Black Scholes option pricing model with the following assumptions:
 
Dividend yield:
    -0- %
Volatility
    255.30 %
Risk free rate:
    1.98 %

The expected volatilities are based on the historical volatility of the Company’s common stock.  The observation is made on a daily basis.  The observation period covered is consistent with the expected life of the options.  The expected life of stock options is based on the minimum vesting period required.  The risk-free rate is consistent with the expected terms of the stock options and is based on the United States Federal Reserve data system yield curve in effect at the time of grant.

 
F-14

 

MEDCLEAN TECHNOLOGIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009

NOTE 5 – WARRANTS AND OPTIONS (continued)

During the nine months ended September 30, 2009 and 2008, the stock compensation expenses were $3,313,579 and $1,693,261, respectively.

NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted certain provisions of FASB ASC Topic 820 to evaluate the fair value of certain of its financial assets required to be measured on a recurring basis. Under FASB ASC Topic 820, based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

 
 
Level 1 — Quoted prices in active markets for identical assets or liabilities.
       
 
 
Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
       
 
 
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of September 30, 2009, the Company’s cash and cash equivalents of $249,225 were valued using quoted prices generated by market transactions involving identical assets, or Level 1 assets as defined under FASB ASC Topic 820.

The Company adopted the provisions of FASB ASC Topic 825, “Financial Instruments,” which require disclosures about the fair value of financial instruments in interim as well as annual financial statements. The following table summarizes the carrying amount and fair value of the Company’s financial instruments as of September 30, 2009:

   
September 30, 2009
 
   
 
Carrying
   
 
 
Financial instruments
 
Amount
   
Fair Value
 
Cash and cash equivalents
  $ 249,225     $ 249,225  
Accounts receivable, net
    265,809       265,809  
Accounts payable and accrued liabilities
    241,882       241,882  
    $ 756,916     $ 756,916  

For cash and cash equivalents, accounts receivable, and accounts payable, the carrying amount approximates fair value because of the relative short maturity of those instruments.

 
F-15

 

Item 2. Management's Discussion and Analysis or Plan of Operation

Forward Looking Statements

The Company is including the following cautionary statement in this Interim Report on Form 10-Q for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and accordingly involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Our expectations, beliefs and projections are expressed in good faith and are believed by us to have a reasonable basis, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties, but there can be no assurance that management’s expectation, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances by our competitors, changes in health care reform, including reimbursement programs, changes to regulatory requirements relating to environmental approvals for the treatment of infectious medical waste, capital needs to fund any delays or extensions of development programs, delays in the manufacture of new and existing products by us or third party contractors, market acceptance of our products, the loss of any key employees, delays in obtaining federal, state or local regulatory clearance for new installations and operations, changes in governmental regulations, availability of capital on terms satisfactory to us. We are also subject to numerous Risk Factors relating to manufacturing, regulatory, financial resources and personnel as described in our Annual Report on Form 10-K. We disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Results of Operations

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

Net Revenue

Total revenue for the quarter ended September 30, 2009 was $1,556,292 compared with $748,758 for the same period in 2008, an increase of $807,534 or 107.8%.

Revenues derived from the sale of consumables, component parts, service billings and amortization of maintenance contracts increased $149,416 or 84% in the current quarter to $326,931. The increase in revenue was attributable to increased billings for goods and services from an increased install base of hospitals that have previously purchased our MedClean system.

In the current quarter, we recognized revenue from two system installations with revenues of $1,213,069 and $16,291 from the balance of a system install. The remaining contracts in backlog have not yet been scheduled.

 
3

 

Gross Profit
 
The gross profit for the three months ended September 30, 2009 was $914,249 (58.7% of total revenue) compared with a gross profit of $266,519 (35.6% of total revenue) for the same three month period of 2008.

In 2009, we introduced a revised sale pricing structure for our products with higher gross profit margins as compared to prior years.  In this period we recognized revenue on two system sales under this new pricing structure and our gross profit margins increased from 35.6% to 58.7%, or a 65% increase.  In addition, by carefully managing the business we have been able to ensure that we are invoicing for all services preformed and therefore, have been able to increase our total gross profit and revenue from the comparable period, last year.

The components of costs of revenues for products include direct materials, shipping and rigging costs and contract labor primarily used to install, repair and maintain our equipment.
 
Operating Expenses
 
Total operating expenses for the three months ended September 30, 2009 was $571,577 compared with $1,373,861 for the same three month period in 2008, a decrease of $802,284. In the three months ended September 30, 2008, we recognized non-cash equity based compensation to service providers and employee of $785,000 as compared to $35,424 recorded as equity based compensation for the three months ended September 30, 2009 
 
Interest and Other Income

Interest income for the three month period ended September 30, 2009 was $-0- compared to $7,515 for the same period, last year. In 2008, we recorded a onetime gain of $32,775 in other income during the period. The Company invests its excess cash in a money market account.

Interest expense

 Interest expense and amortization for the three month period ended September 30, 2009 was $3,366 compared with $253,324 in the same three month period of 2008. In the three months ended September 30, 2009, we recognized non-cash amortization expense amounting to $-0- compared to $246,352 in the same three month period of 2008.  The decrease was due to the conversion of debt to common stock as a result of the Master Restructuring Agreement signed on August 4, 2008.
 
Net Income (loss)
 
Net income for the current quarter was $339,306 compared to a net loss for the same period in 2008 of $(1,320,376).

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

Net Revenue

Total revenue for the nine months ended September 30, 2009 was $2,328,474 compared with $1,954,739 for the same nine month period of 2008, an increase of $373,735 or 19.1%

Revenues derived from the sale of consumables, component parts, service billings and amortization of maintenance contracts more than doubled to $1,099,113 in the first nine months of 2009. The increase in revenue was attributable to increased billings for goods and services from an increased install base of hospitals that have previously purchased our MedClean system.

For the first nine months of 2009, we recognized revenue from two system installations totally $1,213,069 and $16,291 from the balance of a system install. The remaining contracts in backlog have not yet been scheduled.

 
4

 

Orders for the MedClean system are contracted by purchase order and are billed in 3 increments. Consumables and component parts are billed when shipped and service contracts are invoiced at the start of the service period and revenue is pro-rated over the life of the contract.

Gross Profit
 
The gross profit for the nine months ended September 30, 2009 was $1,187,394 (51.0% of total revenue) compared with a gross profit of $663,418 (33.9% of total revenue) for the same nine month period of 2008.

In 2009, we introduced a revised sale pricing structure for our products with higher gross profit margins as compared to prior years.  As such, our gross profit margins increased from 33.9% to 51.0%, or a 50.4% increase.  In addition, our total gross profit increased due to our increase in revenue from the comparable period, last year.

The components of costs of revenues for products include direct materials, shipping and rigging costs and contract labor primarily used to install, repair and maintain our equipment.
 
Operating Expenses
 
Total operating expenses for the nine month period ended September 30, 2009 were $4,500,851 compared with $3,191,857 for the same nine month period of 2008, an increase of $1,308,994. In the nine months ended September 30, 2009, we recognized non-cash equity based compensation expense amounting to $3,313,579 compared to $1,693,261 in the same nine month period of 2008.  The increase was due to the amount of new options issued in the period. On May 1, 2009, the Company issued options to purchase 461 million shares of MedClean’s common stock in consideration of employees accepting no and or reduced compensation for a specified period of time. The option grants as approved by the Compensation Committee were fully vested when issued with a strike price of $0.004 per share.

Interest and Other Income

Interest income for the nine month period ended September 30, 2009 was $944 compared to $8,128 for the same period, last year. In 2008, we recorded a onetime gain of $32,775 in other income during the period. The Company invests its excess cash in a money market account.

Interest Expense
 
Interest expense for the nine months ended September 30, 2009 was $900,066 compared with $1,867,256 of interest income in the same nine month period of 2008.
 
In the nine month period ending September 30, 2009 we recognized non-cash amortization expense for warrants issued amounting to $889,967 compared to $1,764,178 in the same nine month period of 2008. The decrease was due to conversion of debt to common stock as a result of the Master Restructuring Agreement signed on August 4, 2008.
 
Net loss
 
Net loss for the nine months ended September 30, 2009 was $(4,212.579) compared to a net loss for the same nine month period in 2008 of $(4,354,791).

 
5

 

Financial Condition

Liquidity and Capital Resources

The Company’s cash on hand and working capital as of September 30, 2009 and December 31, 2008 are as follows:
 
   
September 30,
   
December 31,
 
   
2009
   
2008
 
             
Cash on hand
  $ 249,225     $ 1,922,401  
                 
Working capital
  $ (230,858 )   $ 626,293  
 
The Company has purchased $23,308 in new fixed assets in the first nine months of 2009. Under current conditions the Company anticipates purchasing approximately $10,000 in additional fixed assets in 2009.

Net cash used in operating activities totaled $1,649,868 for the nine months ended September 30, 2009.

Our accounts receivable balance may have dramatic swings from one period to another depending upon the timing and the amount of milestone billings included in the balance at the end of any accounting period. There are three milestone billings representing a percentage of the contract value for each installment and our payment terms are ``upon receipt''. Receivable balances are typically paid within 15 days of the invoice date. Billings for maintenance contracts and consumables are due within 45 days and are more numerous but much smaller in value than milestone billings. We review our outstanding receivable balances on a regular basis to ensure that the allowance for bad debt is adequate.   Due to the varying nature in the timing and amounts of the receivable balances as noted above, the change in the allowance for doubtful account will not necessarily correlate with the increase or decrease in the accounts receivable balance. The accounts receivable balance as of September 30, 2009 was $265,809 net of an allowance of $15,589, an increase of $89,525 from year end.  

Our inventory balance may have dramatic swings from one period to another depending upon the expected installation date of our MedClean systems and our accounts payable balances can have similar swings depending on payment terms and any volume purchases or discounts we may take advantage of from time to time. During the nine months ended September 30, 2009, the Company decreased its inventory on hand by $47,813 to $838,538.

To supplement its cash resources, the Company has been pursuing a number of alternative financing arrangements with various investment entities. We are currently looking to secure additional working capital to provide the necessary funds for us to execute our business plan through various sources, including bank facilities, bridge loans and equity offerings. However, we continue to incur significant operating losses and the resultant reduction of our cash position.  We cannot assure that we will be able to obtain additional funding, and the lack thereof would have a material adverse impact on our business.  Moreover, any equity funding could be substantially dilutive to existing stockholders. The aforementioned factors raise substantial doubt about our ability to continue as a going concern. In the event the Company is unable to continue as a going concern it may pursue a number of different options, including, but not limited to, filing for protection under the federal bankruptcy code.

 
6

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not required

Item 4. Controls and Procedures

As of the nine month period ended September 30, 2009 covered by this report, the Company carried out, under the supervision and with the participation of the Company's management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures are effective.

There has been no change in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
7

 

PART II—OTHER INFORMATION

Item 1: Legal Proceedings.

The Company has no pending legal proceedings. From time to time, it may be involved in various claims, lawsuits or disputes with third parties, and actions involving allegations of breach of contract incidental to the normal business operations of the Company’s business.

Item 1A: Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

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

There were no unregistered sales of the Company’s equity securities during the quarter ended September 30, 2009.

Item 3. Defaults upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the Company exceeding 5 percent of its total assets.

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

There were no matters submitted to security holders of the Company during the period covered by this report.         

Item 5: Other Information

None

 
8

 

Item 6. Exhibits

NUMBER
 
DESCRIPTION OF EXHIBIT
     
31.1*
 
Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
31.2*
 
Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1*
 
Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
 
Certification by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herein.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant

MEDCLEAN TECHNOLOGIES, INC.

Date: November 9, 2009
 
Date: November 9, 2009
 
By: /s/ Scott Grisanti
 
By: /s/ Cheryl Kaine Sadowski
 
Scott Grisanti,
 
Cheryl Kaine Sadowski
 
President and
 
Treasurer and
 
Chief Executive Officer
 
Chief Financial Officer
 
(Principal Executive Officer)
 
(Principal Financial and Accounting Officer)
 

 
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