UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

[Amendment No. 1]

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2011

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number  000-52206

CLEAN TRANSPORTATION GROUP, INC.

(FORMERLY: QUINTANA GOLD RESOURCES CORP.)

 (Exact name of registrant as specified in its charter)

Utah  

 

73-1083773

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

7810 Marchwood Place, Vancouver BC, Canada V5S 4A6

 (Address of principal executive offices)

(604) 202-3212

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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       

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

      [   ]

Smaller reporting company

[X]

(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class

Outstanding as of November 18, 2011

Common Stock, $0.001 par value

  

26,117,767

1

EXPLANATORY NOTE

Clean Transportation Group, Inc. is filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, originally filed with the Securities and Exchange Commission on November 21, 2011, for the purpose of making certain adjustment to the Company’s consolidated financial statements at September 30, 2011 to reflect an adjustment in the valuation of the acquisition transaction with Engine Clean Solutions.

No other Changes have been made to the Form 10-Q except to add certain disclosure to the Management's Discussion and Analysis of Financial Condition and Results of Operations. This Form 10-Q/A continues to speak as of the original filing date of the form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q.

2

 

PART  I   —   FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity (deficit) in conformity with generally accepted accounting principles.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2011 are not necessarily indicative of the results that can be expected for the year ending December 31, 2011.

CLEAN TRANSPORTATION GROUP, INC.

(formerly Quintana Gold Resources Corp.)

Financial Statements

September 30, 2011

CONTENTS

Consolidated Balance Sheets

 4

Consolidated Statement of Operations

 5

Consolidated Statement of Stockholders’ Equity (Deficit)

 6

Consolidated Statement of Cash Flows

 7

Notes to the Financial Statements

 8

3

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

Consolidated Balance Sheets

4

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

Consolidated Statement of Operations

(unaudited)

The accompanying notes are an integral part of these financial statements

5

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

Consolidated Statement of Stockholders’ Equity (Deficit)

The accompanying notes are an integral part of these financial statements

6

CLEAN TRANSPORTATION GROUP, INC.

(formerly Quintana Gold Resources Corp.)

Consolidated Statement of Cash Flows

(unaudited)

The accompanying notes are an integral part of these financial statements

7

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

 Notes to Consolidated Financial Statements

September 30, 2011

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

CLEAN TRANSPORTATION GROUP, INC. (the “Company”) was organized August 23, 1978 under the laws of the State of Utah as Price Card & Gift, Inc. On June 27, 2008, the Company changed its name to Quintana Gold Resources Corp. and on April 18, 2011 the Company amended its articles of incorporation changing the name to CLEAN TRANSPORTATION GROUP, INC.

On May 30, 2011, the Company acquired 100% of the issued and outstanding shares of Engine Clean Solutions Inc. (“Engine Clean”), a private California company with active revenue generating operations based in California. Accordingly, the Company is no longer considered to be in the development stage.

The accompanying interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States 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. Operating results for the nine month period ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. For further information, refer to the financial statements for the year ended December 31, 2010 and the notes thereto included in the Company’s Annual Report.

b. Accounting Method

The financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year end.

c. Consolidation

The accompanying consolidated financial statements include the Company as of and for the three and nine months ended September 30, 2011, and its wholly owned subsidiary, Engine Clean, as of September 30, 2011 and from the date of acquisition (May 30, 2011) through September 30, 2011.

d. Estimates

The preparation of consolidated 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. Actual results could differ from those estimates.

e. Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of six months or less when purchased to be cash equivalents.

8

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

Notes to Consolidated Financial Statements

September 30, 2011

NOTE 1 -   

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f. Financial Instruments

The carrying values of cash, accounts receivable, accounts payable, promissory notes payable and due to related parties approximate fair value because of the short-term nature of these instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

g. Inventory

Inventory, which consists of finished goods, is valued at the lower of cost and net realizable     value using the first in first out (FIFO) method.

h. Property, Plant and Equipment

Property, plant and equipment is stated at fair value less accumulated depreciation using the straight-line method over the estimated useful life of the assets.

i. Intangible Assets and Amortization

The Company has adopted ASC 350 "Goodwill and Other Intangible Assets", which requires that intangible assets be tested annually for impairment. Intangible assets with a finite life will be amortized over the estimated useful life of the asset. The Company's operational policy for the assessment and measurement of any impairment in the intangible assets is to evaluate annually, the recoverability and remaining life of its intangible assets to determine the fair value of these assets.

j. Revenue Recognition

The Company receives revenues from the sale of fuel cleaning systems. The Company recognizes revenues when persuasive evidence of an arrangement exists, the product is delivered and collection is reasonably assured. A one-year warranty is provided by the Company on all its products.

k. Income Taxes

The Company accounts for income tax using the asset and liability method in accordance with ASC 740, “Income Taxes”.  The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards.  Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

9

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

 Notes to Consolidated Financial Statements

September 30, 2011

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

l. Basic and Diluted Loss per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed in the same way as basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued and if the additional common shares were dilutive.

 

m. Recently Issued Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Improving Disclosures about Fair Value Measurements, which amends the ASC Topic 820, Fair Value Measurements and Disclosures.  ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also requires more detailed disclosure about the activity within Level 3 fair value measurements.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures concerning purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The adoption of  this amendment is not expected to have a material effect of the Company’s consolidated financial statements.

NOTE 2 -

RELATED PARTY TRANSACTIONS

The Company makes use of office space and management services controlled by a related party. These services are non-contractual and are on an as-used basis. The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay. In 2010, the Company incurred $75,242 debt for such expenses. These types of transactions, from time to time, result in related party balances on the Company’s books as a necessary part of funding the Company’s operations. At September 30, 2011, the Company owed related parties $85,659 for expenses which were paid on behalf of the Company.

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has sustained recurring losses, has accumulated deficit and a deficit in working capital. This raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional acquisitions and obtain debt and equity financing. There is no assurance the Company will be successful in these efforts.

10

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

 Notes to Consolidated Financial Statements

September 30, 2011

NOTE 4 - CONTRIBUTED CAPITAL FOR EXPENSES

During the nine months ended September 30, 2011, interest on payables to a related party was accrued. As there is no expectation for this interest to ever have to be paid, the amount is being recorded as contributed capital for expenses and recorded as Additional Paid-in Capital. During the nine months ended September 30, 2011, the company recorded $5,108 of interest as contributed capital.

NOTE 5 – ACQUISITION OF SUBSIDIARY

Effective May 30, 2011, the Company closed on the acquisition of Engine Clean Solutions, Inc., a private California corporation (“Engine Clean”) by which Engine Clean became our wholly owned subsidiary. Following the closing of the acquisition, we have become engaged in the business of Engine Clean. The acquisition transaction has not been considered a change in control with the shareholders of the Company retaining 90% interest in the consolidated entity upon the completion of the transaction.

Under the terms of the Acquisition Agreement, we acquired 100% of the issued and outstanding capital stock of Engine Clean, held by two stockholders, in exchange for 2,500,000 shares of the Company’s authorized, but previously unissued common stock, and $500,000 in cash.  The cash portion is to be paid subsequently from funds raised by the Company pursuant to a private placement of securities or by other financings. The cash payment is evidenced by a promissory note in the amount of $300,000 payable as follows: (i) $300,000 to be paid 45 days after the first day the Company’s shares are traded on the OTC Bulletin Board (“OTCBB”), or an equivalent trading medium, such cash funds to be utilized in retiring Engine Clean related party liabilities (ii) $100,000 to be paid six months after the first day the Company’s shares are traded on the OTCBB; and (iii) $100,000 to be paid twelve months after the first day the Company’s shares are traded on the OTCBB.  

The Company has agreed to use its best efforts to seek funding in order to satisfy the promissory note prior to the closing of the Acquisition Agreement.  However, at the closing, the promissory note had not yet been satisfied and there can be no assurance that the funds will be raised.  The Company intends to continue to seek the necessary funds following the closing. In the event of inability by the Company to satisfy payments as required by the promissory note, the Company will retire any unpaid portion of the promissory note by issuing two million common shares to the stockholders of Engine Clean.

 

(The remainder of this page is intentionally left blank)

11

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

Notes to Consolidated Financial Statements

September 30, 2011

NOTE 5 – ACQUISITION OF SUBSIDIARY (continued)

The following contains a summary of unaudited financial information for Engine Clean Solutions, Inc. for the three month period ending September 30, 2011, as well as pro forma unaudited financial information for the nine month periods ending on September 30, 2011 and 2010.

		3 Months Ended		9 Months Ended		9 Months Ended
		Sept 30, 2011		Sept 30, 2011		Sept 30, 2010
		(Unaudited)		(Pro forma Unaudited)
Sales	$	148,340	$	198,145	$	721,179
Cost of Sales		103,020		138,114		399,202
Gross Profit		45,320		60,031		321,977
General & Administrative Costs		263,608		485,729		202,040
Income (Loss) from Operations	$	(218,288)	$	(425,698)	$	119,936

              

NOTE 6 – INVENTORY

At September 30, 2011 inventories are comprised of finished goods totaling $111,821.

NOTE 7 – INCOME TAXES

The Company has losses for tax purposes totaling $1,173,822 which may be applied against future taxable income. These losses begin to expire in 2031. The potential tax benefit arising from these losses has not been recorded in the consolidated financial statements. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

NOTE 8 – RESTATEMENT OF FINANCIAL STATEMENTS

 

The consolidated financial statements have been restated to correct the valuation of the acquisition of Engine Clean to recognize $80,000 of fair value associated with property, plant and equipment along with certain intellectual property with fair value of $90,000. It was determined that there is no value attributable to goodwill previously recognized by the Company as part of the acquisition. In addition, the $200,000 contingent liability associated with the acquisition has been removed as part of the consideration for the purchase as a result of uncertainties associated with the terms of the obligation. As a result, the net value of the 2,500,000 shares of the Company’s common stock issues as consideration for the acquisition has been valued at $11,276.  

The property, plant and equipment are being depreciated on the straight-line basis over a period of 5 years, the estimated useful life of the assets. $5,333 of depreciation expense has been recognized for the three and nine months ended September 30, 2011.

12

CLEAN TRANSPORTATION GROUP, INC.

(formerly QUINTANA GOLD RESOURCES CORP.)

Notes to Consolidated Financial Statements

September 30, 2011

NOTE 8 – RESTATEMENT OF FINANCIAL STATEMENTS (continued)

Intellectual property is being depreciated on the straight-line basis over a period of 4 years, the estimated useful life of the asset. $7,500 of depreciation expense has been recognized for the three and nine months ended September 30, 2011.

NOTE 9 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and notes that there are no subsequent events that require disclosure.  

(The remainder of this page is intentionally left blank)

13

Item 2.

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

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

As used in this quarterly report the terms "we", "us", "our", “CTGI” and “our company” refer to CLEAN TRANSPORTATION GROUP, INC., unless otherwise indicated. All dollar amounts in this report are in U.S. dollars unless otherwise stated.

On May 30, 2011, the Company closed on the acquisition of Engine Clean Solutions, Inc., a private California corporation (“Engine Clean”) by which Engine Clean became our wholly owned subsidiary.  

By acquiring Engine Clean we have become engaged in the business of offering a full line of automotive maintenance service products to engine manufacturers, distributors, dealers and service centers in the United States and elsewhere.  Engine Clean specializes in systems for enhanced cleaning of automotive and truck engines, drive trains, cooling and fuel systems.

Engine Clean, founded in 1990, is based in Los Angeles, California and manufactures service equipment to improve the fuel efficiency, performance, service life, safety, and environmental impact of gasoline and diesel engines.  Engine Clean’s customers are diesel engine OEM vendors, manufacturers selling chemicals and equipment to the global automotive aftermarket, and commercial transport fleets.  Its staff has in the aggregate over 50 years of experience in the automotive arena.

Engine Clean maintains its principal offices at 5112 Heintz Street, Baldwin Park, California, 91706-1819 and its telephone number is (626) 814-3969. Engine Clean maintains a website that can be accessed at www.engineclean.com and www.enginecleansales.com

Engine Clean employs a Diesel Fuel Tool connected to an engine with fuel system specific adapters.  While the engine is idling, a mixture of cleaning solution and diesel fuel is circulated through the fuel system.  This includes the fuel pump, injectors, fuel rails, valves, rings and combustion chamber surfaces.  

The cleaning solution loosens carbon and other contaminants that are then removed by the Tool’s 5- micron filter or expelled through the exhaust. This treatment improves engine performance, drivability and fuel economy. Modern diesel engines are particularly well suited for this treatment, as they use expensive fuel injectors prone to failure with buildup of the contaminants found in diesel fuel.  Engine Clean’s target market is medium to heavy-duty trucks.

Engine Clean offers an array of products as outlined below:

The Fuel Tool

Cleans entire fuel intake system, including:

●

Air Plenum

●

Throttle Body

●

Air Bypass Valve

●

Ports

●

Injectors

●

Valves

●

Combustion Chambers

●

Oxygen Sensors

●

Catalytic Converters

The Oil Tool

●

Purges old oil from engine using shop air

●

Injects clean oil into oil galleys preventing dry starts

●

Eliminates Oil Carryover during oil changes

The Diesel Fuel Tool

Cleans the entire fuel and combustion system including:

●

Lines

●

Injector Pump

●

Fuel Injectors

●

Removes Carbon, Gums and Varnish

●

Restores Throttle Response

14

●

Restores Fuel Efficiency

Cleaning Solutions

●

Fuel system cleaner

●

Diesel fuel system cleaner

●

Oil system cleaner

Fluid Services

●

Coolant system service

●

Power steering service

●

Differential Service

●    Brake Bleeder Service

   

●    Diesel EGR Service

       Diesel Fuel Tank Cleaning Machine

●   Fuel Storage Tank Cleaning Machine

●   Vehicle Fuel Tank Cleaning Machine

Engine Clean’s overall strategy is to first identify targeted OEM manufacturer clients, establish corporate relationships that lead to distributors/dealers, and then implement roll-out plans to the distributor’s service location base.  Engine Clean targets OEM manufacturers that have a significant network of service locations for their products. Engine Clean offers adapters that enable its tools to fit a wide range of vehicles.  Management believes that this creates the opportunity for service locations to offer a high-margin service that has positive impacts on the environment.

Target Market

Management estimates that in the United States, there are approximately 250 million vehicles in operation, with about 16 million new vehicles being sold every year (source: www.nada.org; www.bts.gov We further estimate that there are between three and five million medium to heavy-duty trucks in operation in the United States, which are our target markets.  

Sales and Marketing

Our sales and marketing strategy will consist of several elements.  First, we intend to present Engine Clean technology to potential target companies at industry conferences and trade shows.  We intend to focus on companies and customers referred to us by independent agents.  We also intend to maintain a high public profile through announcements, press releases and advertising.

Trademarks and Copyrights

Engine Clean does not own trademarks or copyrights at this time.

Markets and Competition

Engine Clean operates in a highly competitive marketplace.  Its principal competitors include SPX Corporation, Wynn’s Oil, BG Products, Moc Products, Justice Brothers, Bardahl, Kenvo, RTI(Bosch), Motorvac(UView), Flow Dynamics, Granitize, and AEC.  Most of its competitors are larger and better financed than Engine Clean and there is no assurance that we can successfully compete with these businesses.

Technical Expertise

Certain Engine Clean customers require specialized adapters for their engines and engine subsystems or their fluid products.  Engine Clean has its own machine shop to design, prototype and manufacture custom adapters as needed.

Employees

Engine Clean presently has 5 full time employees, three part-time employees and one consultant.  It is anticipated that during the next 12 months, Engine Clean will add approximately 3 new employees for product assembly.  Engine Clean employees are not members of any union, nor have they entered into any collective bargaining agreements, nor is it anticipated in the near future.  It is believed that Engine Clean’s relationship with its employees is good.  

Facilities

15

Engine Clean maintains its principal offices at 5112 Heintz Street, Baldwin Park, California 91706.  The 3 buildings rented by Engine Clean comprise approximately 7,500 square feet for its machine shop, product assembly, shipping and adapter manufacturing, and storage.  The facility has approximately 500 square feet of office space.  The buildings are rented from the original founder of Engine Clean – The Flynn Family Trust.  Rental payments are $4,500 per month.

Results of Operations

The operating results and cash flows are presented for the three and nine months ended September 30, 2011 and September 30, 2010.   

For the three months ended September 30, 2011, we had total revenue of $148,340, compared to $0 for the three months ended September 30, 2010, an increase of $148,340 from our sales of products.

For the three months ended September 30, 2011, we had total operating expenses of $263,608, compared to $16,425 for the three months ended September 30, 2010, an increase of $247,183.

The net loss for the three months ended September 30, 2011 was $220,344 compared to $17,785 for the three months ended September 30, 2010, an increase of $202,559.

For the nine months ended September 30, 2011, we had total revenue of $198,145, compared to $0 for the nine months ended September 30, 2010, an increase of $198,145 from our sales of products.

For the nine months ended September 30, 2011, we had total operating expenses of $485,729, compared to $42,738 for the nine months ended September 30, 2010, an increase of $442,991.

The net loss for the nine months ended September 30, 2011 was $430,806 compared to $45,742 for the nine months ended September 30, 2010, an increase of $385,064.

Liquidity and Capital Resources

Expenses incurred during 2010 and a portion of the expenses incurred in the first nine months of 2011, were paid by a stockholder. Because the company has no cash reserves, we may need to rely on stockholders to pay some expenses until the company becomes profitable.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.

Net Operating Loss

We have accumulated approximately $1,173,822 of net operating loss carry forwards as of September 30, 2011. Some of this loss carried forward may be offset against future taxable income from the year 2012 through 2031. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2010 or the nine months ended September 30, 2011 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently have no operations.

16

Plan of Operations

The Company recently completed a significant acquisition that is reflected in the accompanying financial statements. The Company is actively pursuing a business model that was changed and expanded in connection with the acquisition of assets. Therefore the significance of these recent acquisitions includes certain factors which represent risks and also require accentuation and explanation.

The current operations of the Company consist of providing equipment and consumables to providers of engine servicing. The Company is focused on providing its products and services to companies in the trucking, automotive and other transportation sectors. The Company intends to grow organically from the expansion of offerings and services to customers, most of whom were acquired as relationships from the acquisitions as well as the acquisition of new business relationships as part of its acquisition strategy.

The financial statements that form part of this quarterly report include recently acquired assets. The Company has limited operating history with these assets, with management and with the implementation of controls. There can be no assurance that the assets will continue to perform in the manner and to the degree indicated by the financial results reported for the recently completed second quarter.

Forward-Looking and Cautionary Statements

This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.

When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:

●

the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;

●

uncertainties following any successful acquisition or merger related to the future rate of growth of the acquired business and acceptance of its products and/or services;

●

volatility of the stock market, particularly within the technology sector; and

●

general economic conditions.

Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 4(T).

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

17

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of September 30, 2011, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the first quarter of fiscal 2011. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the second quarter of fiscal 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II  —  OTHER INFORMATION

Item 1.

Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A.

Risk Factors

This item is not required for a smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

This Item is not applicable.

Item 3.

Defaults Upon Senior Securities

This Item is not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

This Item is not applicable.

Item 5.

Other Information

This Item is not applicable.

Item 6.

Exhibits

Exhibit 31.1

Certification of C.E.O. and Acting Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1

Certification of C.E.O. and Acting Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

18

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.

CLEAN TRANSPORTATION GROUP, INC.

Date: March 21, 2012

By: /S/  DENNIS DOS SANTOS                

Dennis Dos Santos

Chief Executive Officer and

Acting Principal Accounting Officer

19

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis Dos Santos, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of CLEAN TRANSPORTATION GROUP, INC.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 21, 2012

/S/  DENNIS DOS SANTOS

Dennis Dos Santos

Chief Executive Officer and

Acting Principal Accounting Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CLEAN TRANSPORTATION GROUP, INC. (the “Company”) on Form 10-Q for the period ending September 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis Dos Santos, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

 The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/  DENNIS DOS SANTOS

Dennis Dos Santos

Chief Executive Officer

Acting Principal Accounting Officer

March 21, 2012

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

21

COVER LETTER

Leonard E. Neilson

A PROFESSIONAL CORPORATION

LEONARD E. NEILSON

8160 SOUTH HIGHLAND DRIVE, SUITE 104

     ATTORNEY AT LAW

SANDY, UTAH 84093

TELEPHONE: (801) 733-0800

FAX: (801) 733-0808

E-MAIL: LNEILSONLAW@AOL.COM

March 21, 2012

Securities and Exchange Commission

Office of Document Control

100 F Street NE

Washington, D.C. 20549

VIA: EDGAR

Re:

CLEAN TRANSPORTATION GROUP, INC.

File No. 000-52206

Amendment No. 1 to Form 10-Q (for the period ended September 30, 2011)

To Whom It May Concern:

Please find herewith transmitted by EDGAR, Amendment No. 1 to the Form 10-Q filed on behalf of CLEAN TRANSPORTATION GROUP, INC. for the quarter ended September 30, 2011.

Please direct all correspondences concerning this filing and CLEAN TRANSPORTATION GROUP, INC. to this office.

Yours truly,

Leonard E. Neilson

:ae

Attachment

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