ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On October 2, 2008, Clyvia Inc. (the "Company") completed a private placement offering to BTec Holding AG ("BTec") of 8,000,000 shares of the Company's common stock at a price of EUR 0.08125 per share or EUR 650,000 in the aggregate. The private placement was completed pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933. BTec represented that it is not a US person as defined in Regulation S and that it was not acquiring the shares for the account or benefit of a US person. The Company did not make an offering to any person in the United States.

In addition to the shares of the Company acquired in the above private placement, BTec owns a 40% interest in Inventa Holding GmbH ("Inventa"), the Company's majority shareholder, with the power to direct the voting of an aggregate of 52% of Inventa's shareholder voting power. BTec also has agreements to acquire an additional 23% interest in Inventa from Inventa's other shareholders.