10-Q

.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

or

[   ] 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: 333-174155

Clear System Recycling, Inc.
(Exact name of registrant as specified in its charter)
Nevada	27-4673791
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
73 Raymar Place, Oakville, Ontario L6J 6M1
(Address of principal executive offices)
1-905-302-3843
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

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 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 [X]  No [] 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

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 [ X ] No [  ]

As of November 9, 2012, there were 36,750,000 shares of the issuer’s common stock, par value $0.001, outstanding. 

PART 1 – FINANCIAL INFORMATION

Item 1.  Financial Statements

CLEAR SYSTEM RECYCLING, INC.

(A Development Stage Company)

INDEX TO CONDENSED INTERIM UNAUDITED FINANCIAL STATEMENTS

From Inception on January 24, 2011 through September 30, 2012

	Page
Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statements of Cash Flows	5
Notes to the Condensed Interim Financial Statements	6

_______________________________________

2

CLEAR SYSTEM RECYCLING, INC.

(A Development Stage Company)

Condensed Balance Sheets

		September 30, 2012		December 31, 2011
ASSETS		(Unaudited)
Current Assets
Cash and cash equivalents	$	-	$	19,642
Prepaid fees		-		1,500
Total Current Assets		-		21,142
TOTAL ASSETS	$	-	$	21,142
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts payable	$	18,682	$	200
Due to related party		20,492		-
Total Current Liabilities		39,174		200
TOTAL LIABILITIES		39,174		200
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value $0.001, 15,000,000 shares authorized, none issued and outstanding		-		-
Common Stock, par value $0.001, 100,000,000 shares authorized, 36,750,000 shares issued and outstanding		36,750		36,750
Additional paid-in capital		20,250		20,250
Deficit accumulated during the development stage		(96,174)		(36,058)
Total Stockholders’ Equity (Deficit)		(39,174)		20,942
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	-	$	21,142

The accompanying condensed notes are an integral part of these unaudited financial statements

3

CLEAR SYSTEM RECYCLING, INC.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

		Three Months Ended September 30,				Nine Months Ended September 30,		From Inception on January 24, 2011 to September 30,		Cumulative From Inception on January 24, 2011 to September 30,
		2012		2011		2012		2011		2012
REVENUES:	$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES:
General and administrative		265		314		9,157		4,444		14,047
Professional fees		14,565		15,388		50,959		26,154		82,127
Total Operating Expenses		14,830		15,702		60,116		30,598		96,174
OTHER INCOME AND EXPENSE		-		-		-		-		-
Net Loss	$	(14,830)	$	(15,702)	$	(60,116)	$	(30,598)	$	(96,174)
Basic and Diluted Loss per Common Share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Basic and Diluted Weighted Average Number of Common Shares Outstanding		36,750,000		31,698,375		36,750,000		28,380,000

The accompanying condensed notes are an integral part of these unaudited financial statements.

4

CLEAR SYSTEM RECYCLING, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,		From Inception on January 24, 2011 to September 30,		Cumulative From Inception on January 24, 2011 to September 30,
	2012		2011		2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(60,116)	$	(30,598)	$	(96,174)
Adjustment to reconcile net loss to net cash used in operating activities:
Prepaid expenses		1,500		(2,250)		-
Accounts payable		18,482		1,454		18,682
Net cash used in operating activities		(40,134)		(31,394)		(77,492)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-		57,000		57,000
Proceeds from related party		20,492		-		20,492
Net cash provided by financing activities		20,492		57,000		77,492
Net increase (decrease) in cash and cash equivalents		(19,642)		25,606		-
Cash and cash equivalents - beginning of period		19,642		-		-
Cash and cash equivalents - end of period	$	-	$	25,606	$	-
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

The accompanying condensed notes are an integral part of these audited financial statements.

5

CLEAR SYSTEM RECYCLING, INC.

(A Development Stage Company)

Notes to Condensed Interim Financial Statements

September 30, 2012

NOTE 1 -  CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011 audited financial statements.  The results of operations for the period ended September 30, 2012 are not necessarily indicative of the operating results for the full years.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in Accounting Standards Codification (ASC) 915 “Development Stage Entities.”  The Company is devoting substantially all of its efforts to development of business plans.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $Nil and $19,642 in cash and cash equivalents at September 30, 2012 and December 31, 2011, respectively.

Fair value of financial instruments

The carrying amounts reported in the balance sheet for accounts payable approximate fair value because of their immediate or short term maturity.

Start-Up Costs

In accordance with ASC 720, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

6

Net Income or (Loss) Per Share of Common Stock

The Company has adopted ASC 260, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share, for the periods specified:

		Three Months Ended September 30,				Nine Months September 30,		From Inception on January 24, 2011 to September 30,
		2012		2011		2012		2011
Net loss	$	(14,830)	$	(15,702)	$	(60,116)	$	(30,598)
Weighted average common
shares outstanding (Basic)		36,750,000		31,698,375		36,750,000		28,380,000
Weighted average common
Shares outstanding (Diluted)		36,750,000		31,698,375		36,750,000		28,380,000
Net loss per share (Basic and Diluted)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue will consist of consulting and professional fees and will be recognized only when all of the following criteria have been met:

i)Persuasive evidence for an agreement exists;

ii)Service has been provided;

iii)The fee is fixed or determinable; and

iv)Revenue is reasonably assured.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

7

NOTE 3 -   CAPITAL STOCK

Authorized Stock

The Company has authorized 100,000,000 common shares and 15,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

Effective June 28, 2012, the Company effected a 12.5 for 1 forward split on its common stock outstanding in the form of a dividend, under which each stockholder of record on that date received 11.5 additional shares of the Corporation’s $0.001 par value common stock for every one (1) share owned.

Since its inception (January 24, 2011), the Company has issued shares of its common stock as follows, retroactively adjusted to give effect to the 12.5 for 1 forward split:

Date	Description	Shares		Price per share		Amount
Jan. 27, 2011	Shares issued for cash	25,000,000	$	0.0004	$	10,000
March – October, 2011	Shares issued for cash	11,750,000		0.004		47,000
September 30, 2012	Cumulative Totals	36,750,000			$	57,000

There were 36,750,000 common shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively.  Of these shares, 25,000,000 were issued to directors and officers of the Company.

There are no preferred shares outstanding.  The Company has issued no authorized preferred shares.  The Company has no stock option plan, warrants or other dilutive securities.

NOTE 4 -   DUE TO RELATED PARTY

During the period ended September 30, 2012, a related party paid Company expenses in the amount of $20,492.  The payable is unsecured, non-interest bearing and due on demand loan.  As of the end of the period the Company has a balance due to the related party of $20,492.

NOTE 5 -  GOING CONCERN AND LIQUIDITY CONSIDERATIONS 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As at September 30, 2012, the Company has a loss from operations of $60,116 an accumulated deficit of $96,174 and has earned no revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2012.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

8

NOTE 6 -  SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report. 

9

ITEM 2.                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Except for historical information, this report contains 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.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Prospectus on Form 424B2, as filed on July 13, 2011.  You should carefully review the risks described in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Clear System,” “we,” “us,” or “our” are to Clear System Recycling, Inc.

Results of Operations

We have not commenced operations and have generated no revenues to date.

We incurred operating expenses of $60,116 for the nine months ended September 30, 2012. These expenses consisted of professional fees and general operating expenses.

Our net loss from inception (January 24, 2011) through September 30, 2012 was $96,174.

Liquidity and Capital Resources            

The report of our auditors on our audited financial statements  for the period ended December 31, 2011, contains a going concern qualification as we have suffered losses since our inception.  We have minimal assets and have not achieved operating revenues since our inception.  We have depended on sales of equity securities to conduct operations.

Our cash balance at September 30, 2012, was $nil. 

During June 2012 the Company approved a 12.5 for 1 forward stock split for its common stock. As a result, stockholders of record at the close of business on June 28, 2012, received 11.5 additional shares of common stock for every one share held. Common stocks, additional paid-in capital, share and per share data for prior periods have been restated to reflect the stock split as if it had occurred at the beginning of the earliest period presented.

Cash provided by financing activities for the period from inception (January 24, 2011) through September 30, 2012, was $77,492.Since inception (January 24, 2011) to September 30, 2012, the Company has issued 25,000,000 common shares for $10,000 in cash, and 11,750,000 common shares for $47,000 in cash, for total cash proceeds of $57,000, being $36,750 for par value shares and $20,250 for capital in excess of par value.  There were 36,750,000 common shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively.  Of these shares, 25,000,000 were initially issued to directors and officers of the Company.

We do not have sufficient funds to implement our business plan and will seek alternative sources of funds and business opportunities.

10

Plan of Operation

Clear System is a development stage company that has limited operations, no revenue and limited assets.  Our plan was to develop a hospital-based business offering waste divergence programs and strategies to help hospitals better recycle.  The Company intended to play an educational role bringing hospital administrators, staff, and recycling professionals together to formulate workable conservation solutions.  Professional fees and retainers were to be charged for our services, and incentives attached to performance.  A specific referral program was planned, whereby whenever a partner hospital successfully referred our services to another, financial as well as value-added incentives were to be returned to the partner hospital. Because of a lack of sufficient funds, we could not proceed with our business plan.

We intend, therefore, to pursue other business opportunities and alternative sources of funding. On May 31, 2012, the Company entered into a non-binding Memorandum of Understanding to merge with Masterpiece Investment Corp. (“MIC”). On September 28, 2012, the Memorandum of Understanding was terminated by mutual agreement of the parties.

On September 20, 2012, we entered into a Memorandum of Understanding to acquire all of the issued and outstanding shares of CI Holdings, Incorporated (“CI”), an Oregon corporation, the holding company for Chiurazzi Internazionale S.r.l., an Italian corporation. The Memorandum of Understanding is subject to appropriate legal and accounting due diligence, as well as board and shareholder approval, in order to complete a definitive agreement between the parties. Chiurazzi Internazionale S.r.l. owns and operates the Chiurazzi Foundry based in Casoria, Italy, which houses the world renowned Chiurazzi Mould Collection.  The collection, comprised of more than 1,650 artistic bronze sculpture mould taken from original marble masterpieces housed in many of the most famous museums in the world, is essentially the national archive of Italian sculpture and artifacts.

As described in our reports on Form 8-K filed with the SEC on June 6, 2012 and June 15, 2012 our sole officer and director, Ms. Min Zou resigned during the period covered by these reports, and Messrs. Arthur J. Carter and Michael Noonan were appointed to serve as our officers and directors.

Effective June 28, 2012, the Company effected a 12.5 for 1 forward split on its common stock outstanding in the form of a dividend, under which each stockholder of record on that date received 11.5 additional shares of the Company’s $0.001 par value common stock for every one (1) share owned.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities.  We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

ITEM 3.            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.                CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”).  Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

11

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2012, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS

In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.

ITEM 1A.             RISK FACTORS

Not applicable.

ITEM 2.            UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not issue unregistered equity securities during the quarter ended September 30, 2012.

ITEM 3.                DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.                MINE SAFETY DISCLOSURES

None.

ITEM 5.                OTHER INFORMATION

None.

ITEM 6.                EXHIBITS

The following exhibits are included as part of this report:

Exhibit No.      Description 

31.1 / 31.2                     Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

32.1 / 32.2                     Rule 1350 Certification of Principal Executive and Financial Officer

101.INS*                       XBRL Instance

101.SCH*                     XBRL Taxonomy Extension Schema

101.CAL*                     XBRL Taxonomy Extension Calculations

101.DEF*                      XBRL Taxonomy Extension Definitions

101.LAB*                     XBRL Taxonomy Extension Labels

102.PRE*                      XBRL Taxonomy Extension Presentation

*     XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

12

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.

CLEAR SYSTEM RECYCLING, INC.

Dated:  November 12, 2012                                              By:/s/ Arthur John Carter

Arthur John Carter
President and Principal Executive Officer

Dated:  November 12, 2012                                              By:/s/ Michael D. Noonan

Michael D. Noonan
Chief Financial Officer and Principal Financial Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Arthur John Carter, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q of Clear System Recycling, 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.           I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           I have disclosed, based on my 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 weakness 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:  November 12, 2012

By /s/ Arthur John Carter

Arthur John Carter

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael D. Noonan, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q of Clear System Recycling, 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.           I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           I have disclosed, based on my 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 weakness 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:  November 12, 2012

By /s/ Michael D. Noonan               

Michael D. Noonan

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE

AND FINANCIAL OFFICER

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 Clear System Recycling, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Arthur John Carter, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sect. 1350, as adopted pursuant to Sect. 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 results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 12^th day of November, 2012.

By /s/ Arthur John Carter                                                

Arthur John Carter

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF EXECUTIVE

AND FINANCIAL OFFICER

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 Clear System Recycling, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael D. Noonan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sect. 1350, as adopted pursuant to Sect. 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 results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has executed this certification as of the 12^th day of November, 2012.

By /s/ Michael D. Noonan                                                               

Michael D. Noonan

Chief Financial Officer

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DUE TO RELATED PARTY

9 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

DUE TO RELATED PARTY

NOTE 4 - DUE TO RELATED PARTY

During the period ended September 30, 2012, a related party paid Company expenses in the amount of $20,492. The payable is unsecured, non-interest bearing and due on demand loan. As of the end of the period the Company has a balance due to the related party of $20,492.

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CAPITAL STOCK

9 Months Ended

Sep. 30, 2012

Stockholders' Equity Note [Abstract]

CAPITAL STOCK

 

NOTE 3 -   CAPITAL STOCK

Authorized Stock

The Company has authorized 100,000,000 common shares and 15,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

Effective June 28, 2012, the Company effected a 12.5 for 1 forward split on its common stock outstanding in the form of a dividend, under which each stockholder of record on that date received 11.5 additional shares of the Corporation’s $0.001 par value common stock for every one (1) share owned.

Since its inception (January 24, 2011), the Company has issued shares of its common stock as follows, retroactively adjusted to give effect to the 12.5 for 1 forward split:

Date	Description	Shares		Price per share		Amount
Jan. 27, 2011	Shares issued for cash	25,000,000	$	0.0004	$	10,000
March – October, 2011	Shares issued for cash	11,750,000		0.004		47,000
September 30, 2012	Cumulative Totals	36,750,000			$	57,000

There were 36,750,000 common shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively.  Of these shares, 25,000,000 were issued to directors and officers of the Company.

There are no preferred shares outstanding.  The Company has issued no authorized preferred shares.  The Company has no stock option plan, warrants or other dilutive securities.