Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements." These statements, identified by words such as "plan," "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II - Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the "SEC"), particularly our Annual Reports on Form 10-KSB or Form 10-K and our Current Reports on Form 8-K.

As used in this Quarterly Report, the terms "we," "us," "our," and "Clyvia" mean Clyvia Inc. and its subsidiaries unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

INTRODUCTION

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three month period ended April 30, 2008 and changes in our financial condition from our fiscal year ended January 31, 2008. This discussion should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operation included in our Annual Report on Form 10-K for the year ended January 31, 2008 filed with the SEC on June 16, 2008.

Through our wholly owned German subsidiary, Clyvia Technology GmbH ("Clyvia GmbH"), we are in the process of developing, marketing and selling a proprietary technology that utilizes a process known as fractional depolymerization to produce diesel fuel and heating oil from various types of recyclable waste materials (the "Fuel Technology"). We plan to earn revenues from the sale and construction of recycling/processing plants and from the sale of diesel fuel and heating oil produced at Clyvia GmbH's pilot plant located in Wegberg-Wildenrath, Germany.

RECENT CORPORATE DEVELOPMENTS

The following corporate developments have occurred since our fiscal year ended January 31, 2008:

1. In February 2008, we conducted a test run of our pilot plant in order to determine the efficiency of our fractional depolymerization system. The test was conducted using 300 kilograms of waste oil as the input product. Our tests revealed that the 300 kilograms of waste oil was converted successfully into 250 kilograms of heating oil. The 50 kilograms of product lost during the process was used as combustible energy during conversion. As a result, we anticipate that our fractional depolymerization plants will be able to convert 80% of the waste oils fed into our systems into usable heating oil. Similar results were obtained when using polymers or plastics such as polyethylene and polypropylene as the input substance.

2. In April 2008, we commissioned the Central Customs Office in Cologne to analyze the diesel fuel produced from our pilot plant using plastics such as polyethylene or polypropylene as the input material. The results from Cologne Office indicate that the diesel fuel produced from plastics satisfied the requirements of German Energy Tax Law.

3. On April 25, 2008, Clyvia GmbH entered into an agreement with Biotherm Technologie AG ("Biotherm"), whereby Biotherm agreed to act as Clyvia GmbH's worldwide exclusive sales agent. Biotherm will seek to promote, advertise and generate sales for Clyvia GmbH's products, and will also assist potential purchasers in arranging financing and will provide after sales servicing. In exchange, Clyvia GmbH has agreed to pay Biotherm a commission of 20% of the base price of any Clyvia GmbH products sold. Although the agreement grants Biotherm the right to act as Clyvia GmbH's worldwide exclusive sales agent, Biotherm has agreed to honor the terms of any existing exclusive distribution agreements that Clyvia GmbH has in place.

PLAN OF OPERATION

Product Development and Improvement Objectives

We have completed the construction, principal testing and commissioning of our fractional depolymerization pilot plant. In addition, we have completed large scale test runs of the pilot plant and have made minor technical adjustments to optimize the pilot plant's fractional depolymerization process. We have obtained a report from TÜV Rheinland Group ("TÜV"), an independent testing service, confirming that our pilot plant functions as claimed when waste oil is used as the input substance. We are currently working to obtain TÜV certification of our pilot plants functionality when using plastics as the input product.

During the next twelve months, we also intend to work on modifying the system to enable it to capture chlorine gas byproducts given off when input materials containing chlorine (such as PVC's) are processed. In order to solve the problem of toxic gas outputs, Clyvia GmbH is exploring the use of reagent materials to bind the chlorine as a common salt within the reactor system, allowing it to be disposed of in an environmentally friendly manner. Over the next three months, Clyvia intends to carry out tests to demonstrate this process.

In addition, if we are able to obtain sufficient financing, of which there is no assurance, Clyvia GmbH will work on modifying the system so that it is able to produce diesel fuel or heating oil from bituminous substances, rubber and organic materials such as garden cuttings and wood. To date, no depolymerization process has been able to process these materials into usable oil. Clyvia GmbH has not yet been able to successfully depolymerize these materials; however, it believes that it should be chemically possible to process these materials into diesel fuel or heating oil. In order to do this, Clyvia GmbH intends to use a pyrolysis process to breakdown the input materials and then feeding the resulting oils through its fractional depolymerization system.

In addition, we expect to work on making minor improvements and modifications to the Fuel Technology on an ongoing basis in order to increase its marketability.

Our ability to complete the above product development and improvement objectives is dependent on our ability to obtain substantial financing in the near term. In addition, if Oeko Bio or NKW are able to obtain sufficient financing to complete the purchase of the fractional depolymerization plants that they

Marketing and Sales Plans

We have also begun focusing on marketing and selling the Fuel Technology. Our marketing and sales program involves the following:

(a) We will conduct tests/demonstrations for potential purchasers of recycling/processing systems based on our Fuel Technology. It is expected that potential customers will provide us with samples of the input materials that they intend to use in systems purchased from us. We will then use these sample materials in our pilot plant to conduct a test run to determine the quality and amount of diesel fuel produced. The results of these tests will be used to formulate modifications/specifications for potential recycling/processing systems to be sold to the potential customer. We intend to charge potential customers for conducting the test runs.

(b) When not using the pilot plant to conduct test runs, we may use the pilot plant to process used oil, bilge oil and/or other materials to produce diesel fuel or heating oil that we will sell directly to small oil companies and other potential buyers. The pilot plant contains two bulk storage tanks that can be used to store used oil or other input materials that we may use.

In addition, throughout the next twelve months, we will invite representatives from the waste management and energy production industries to our facilities in order to conduct demonstrations of the Fuel Technology and our recycling/processing plants.

We anticipate spending approximately EUR 2,000,000 (approximately $3,158,060) in pursuing the above plan of operation over the next twelve months. We currently do not have sufficient working capital to meet our anticipated needs for the next twelve months. We have not earned any significant revenues to date and there are no assurances that we will be able to do so in the future. In addition, we can not provide any assurances that our actual working capital needs for the next twelve months will not exceed the amounts that we have estimated. If we require additional financing, it is anticipated that such additional financing will likely be in the form of equity financing, as we do not expect there to be substantial debt financing available to us at this stage of our business.

Currently, we do not have any additional financing arrangements in place and there are no assurances that we will be able to obtain sufficient additional financing if needed. If we are not able to obtain sufficient financing, we may scale down our proposed plan of operation as necessary.

RESULTS OF OPERATIONS

Three Months Summary

                Three Months Ended April 30,        Percentage
                                                    Increase /
                  2008                2007          (Decrease)
Revenue     $             -    $              -            n/a
Expenses           (314,836 )          (314,071 )          0.2 %
Other Items             489              20,781          (97.6 )%
Net Loss    $      (314,347 )  $       (293,290 )          7.2 %

Revenue

During the three months ended April 30, 2008, we earned income from processing waste of $47,483.

We are presently still in the development stage of our business. Our income from the sale of processing waste has been nominal thus far. In addition, although we have earned some income from test runs conducted through our pilot plant of sample materials provided by prospective purchasers of our recycling/processing system, we have not completed the sale of any recycling/processing systems and there are no assurances that we will be able to do so in the future. Although we have entered into a number of distribution agreements for recycling/processing plants based on our Fuel Technology, there are no assurances that these agreements will result in any actual sales of our products or that we will be able to otherwise earn any significant revenues.

Operating Expenses

Our operating expenses for the three month period ended April 30, 2008 and 2007
consisted of the following:

                                        Three Months Ended April 30,        Percentage
                                                                            Increase /
                                                                            (Decrease)
                                          2008                2007
Amortization                        $        76,010    $         13,924          445.9 %
Management Fees                              61,924              67,475           (8.2 )%
Professional Fees                            55,663              66,376          (16.1 )%
Other Operating Expenses                    113,461             165,402          (31.4 )%
Foreign Currency Loss                         7,778                 894          770.0 %
Total Expenses                      $       314,836    $        314,071            0.2 %

Amortization expenses increased during the three months ended April 30, 2008 due to the depreciation and amortization of our pilot plant.

Management fees represent amounts paid as compensation to our executive officers and the executive officers of Clyvia GmbH during the respective year-end periods. The decrease in management fees for the three months ended April 30, 2008 from the three months ended April 30,

Professional fees consist primarily of amounts incurred for certain consulting fees, investor relations services and for legal and accounting services provided in connection with meeting our ongoing reporting obligations under the Securities Exchange Act of 1934.

Other operating expenses consist primarily of amounts spent on salaries and wages, advertising, and travel, as well as other miscellaneous office expenses. During the three months ended April 30, 2008, other operating expenses decreased due to reduced operating activities during the period.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
                                                                            Percentage
                                               At April      At January     Increase /
                                               30, 2008       31, 2008      (Decrease)
Current Assets                              $     42,408   $     69,051          (38.6 )%
Current Liabilities                           (2,256,869 )   (1,957,782 )        15.3%
Working Capital Surplus                     $ (2,214,461 ) $ (1,888,731 )        17.2%
(Deficiency)


Cash Flows

                                            Three Months Ended April 30
                                              2008               2007
Cash Flows used in Operating Activities $     (510,176 )  $      (206,890 )
Cash Flows used in Investing Activities         16,546            (78,404 )
Cash Flows from Financing Activities           501,971             10,883
Effect of Foreign Currency Translation          (8,341 )            2,551
Net Decrease in Cash During Period      $            -    $      (271,860 )

As at April 30, 2008, we had bank indebtedness in the amount of $24,843. Included in current liabilities are approximately $268,802 due to related parties primarily on account of amounts owed for the purchase of plant and equipment and unpaid management fees and reimbursable expenses. The increase in our working capital deficit from our year ended January 31, 2008 is largely attributable to the fact that our only significant sources of financing during the period were short-term loans obtained from third parties and related parties.

Financing Requirements

We anticipate that we will continue to incur losses for the foreseeable future, as we expect to incur substantial product development, marketing and/or operating expenses in implementing our plan of operation. Our future financial results are uncertain due to a number of factors, many of which are outside of our control. These factors include, but are not limited to:

(a) our ability to develop commercially marketable products based on the Fuel Technology;

(b) our ability to raise additional capital necessary to implement our business strategy and plan of operation;

(c) our ability to compete with other existing technologies; and

(d) the success of any marketing and promotional campaign which we conduct for our products once development is complete.

The financial statements accompanying this Quarterly Report contemplate our continuation as a going concern. However, we have sustained substantial losses, have a limited operating history and are still in the development stage of our business.

On April 1, 2008 and April 2, 2008, Inventa Holding GmbH ("Inventa"), our controlling shareholder, loaned us EUR 200,000 ($315,806) and EUR 15,000 ($23,685), respectively. The loans bear interest at a rate of 8% per annum and are due on demand, provided that Inventa provides us with at least one month's advance notice, in writing.

On April 24, 2008 and May 31, 2008, we received loans totaling EUR 135,000 ($213,169) from BTec Holding AG ("BTec") as follows:

(a) EUR 100,000 ($157,903), granted on April 24, 2008, bearing interest at a rate of 10% per annum. BTec may demand repayment of the loan 90 days after the grant date, provided that BTec provides us with at least one month's advance written notice. As collateral for the loan, Inventa has pledged 750,000 of the shares of our common stock owned by Inventa.

(b) EUR 35,000 ($55,266), granted on May 31, 2008, bearing interest at a rate of 10% per annum. BTec may demand repayment after December 31, 2008 provided that BTec provides us with at least one month's advance written notice. As collateral for this loan, Inventa has pledged 250,00 of the shares of our common stock owned by Inventa.

BTec is the owner of a 40% interest in Inventa, our controlling shareholder, with control over 52% of Inventa's voting interests. See "Changes in Control".

In addition, we have received an aggregate of EUR 24,895 ($39,310) and $4,500 in loans from unrelated third parties during the three months ended April 30, 2008. The USD loans for $4,500 in the aggregate bear interest at a rate of 10% per annum and are payable upon demand. The EUR loans totaling EUR 24,895 ($39,310) bear interest at a rate of 8.5% per annum and are repayable after July 31, 2008 upon the lender providing at least one months advance written notice.

Despite these financings, we currently do not have sufficient working capital to meet our anticipated needs for the next twelve months. We have not earned any significant revenues to date and there are no assurances that we will be able to do so in the future. In addition, we can not provide any assurances that our actual working capital needs for the next twelve months will not exceed the amounts that we have estimated.

During the next twelve months, we anticipate that we will continue to seek financing through private placement sales of our equity securities as we do not expect to be able to meet all of our financial needs through other methods of financing. Additional sales of our equity securities, if needed, will dilute the interests of existing shareholders.

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires our management to make estimates and assumptions that affect the reported amount 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. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

Our significant accounting policies are disclosed in Note 3 to the financial statements included in this Quarterly Report.