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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2011

CLEANTECH BIOFUELS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   333-145939   33-0754902
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
7386 Pershing Ave, University City, Missouri
  63130
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (314) 862-8670
 
N/A
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

CleanTech Biofuels, Inc. (the “Company”) issued a promissory note on September 1, 2010 to CMS Acquisition, LLC (“CMS”) in the amount of $100,000 (the “Note”) that was due to mature on February 28, 2011. On February 11, 2011, the Company and CMS entered into an amendment extending the due date to May 15, 2011 while paying $25,000 on the Note and all accrued interest to date.

A copy of the amendment dated February 11, 2011 is attached as Exhibit 10.22 and is incorporated herein by reference. The foregoing description of the amendment is qualified in its entirety by reference to the full text of such agreement.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

     
Exhibit No.   Description
 
   
10.22
  Amendment dated February 11, 2011 to a Promissory note issued in favor of CMS Acquisition, LLC dated September 1, 2010.
 
   

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SIGNATURES

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

CLEANTECH BIOFUELS, INC.

         
Date: February 16, 2011

By:   /s/ Edward P. Hennessey
Name: Edward P. Hennessey   
Title: Chief Executive Officer and President 

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Exhibit 10.22
AMENDMENT TO PROMISSORY NOTE
This Amendment to the Promissory Note, originally dated September 1, 2010 (the “Note”) is entered into as of the 11 th day of February, 2011, by and between CMS Acquisition, LLC (“CMS”) and CleanTech Biofuels, Inc. (“CTB”).
WHEREAS, the Note is secured by the CTB owned U.S. Patent No. 6,306,248 pursuant to a Security Agreement dated as of September 1, 2010, between CMS and CTB (the “Security Agreement”);
WHEREAS, to date no payments of principal, interest or otherwise have been made by CTB on the Note; and
WHEREAS, the parties wish to amend the terms of the Note as set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.   The Maturity Date, as defined in the Note, shall be changed to May 15, 2011 from February 28, 2011.
2.   Upon execution of this Amendment, CTB shall pay immediately available funds to CMS in the amount of $25,000 for payment against the Note as follows: (1) all accrued but unpaid interest to date and (2) principal.
3.   All remaining terms and conditions of the Note and Security Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, CTB and CMS have caused this Amendment to the Note to be executed and delivered by their duly authorized officers as of the day and year set forth above.
         
  CLEANTECH BIOFUELS, INC.
  		 
  By:   _______________________________    
    Name:      
    Title:      
 
         
  CMS Acquisition, LLC
  		 
  By:   _______________________________    
    Name:      
    Title:      
 

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