NEW GREEN TECHNOLOGIES INC. - FORM 10-Q

Attached files

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EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND ACTING PRINCIPAL FINANCIAL OFFICER - NEW GREEN TECHNOLOGIES INC.	exhibit_31-1.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND ACTING PRINCIPAL FINANCIAL OFFICER - NEW GREEN TECHNOLOGIES INC.	exhibit_32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the quarterly period ended September 30, 2009

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from _______________ to _________________

333-141035

(Commission file number)

NEW GREEN TECHNOLOGIES, INC.

(Exact name of small business issuer as specified in its charter)

Florida	88-0409143
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

334 S. HYDE PARK AVE., TAMPA, FLORIDA 33606

(Address of principal executive offices) (Zip Code)

727-451-6565

(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 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 o

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 definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: as of November 6, 2009, 2009, there were 96,720,353 shares outstanding.

Transitional Small Business Disclosure Format (Check one): Yes o No x

Documents Incorporated by Reference: None

	Table of Contents	Page

PART I	FINANCIAL INFORMATION	3

Item 1	Financial Statements	4

	BALANCE SHEETS as of September 30, 2009 (Unaudited) and December 31, 2008	4

	STATEMENTS OF OPERATIONS For the three month and nine month periods ended September 30, 2009 and 2008 (Unaudited)	5

	STATEMENTS OF CASH FLOWS For the nine months ended September, 2009 and 2008 (Unaudited)	6 – 7

	Notes to Financial Statements	8 - 13

Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3	Quantitative and Qualitative Disclosures about Market Risk	20

Item 4T	Controls and Procedures	20

PART II	OTHER INFORMATION	21

Item 6	Exhibits	21

	SIGNATURES	21

PART I - FINANCIAL INFORMATION

Forward looking statements

We are including the following cautionary statement in this Form 10-Q to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements that are other than statements of historical facts. The statements contained herein and other information contained in this report may be based, in part, on management's estimates, projections, plans and judgments. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates", "believes", "expects", "intends", "future", "plans", "targets" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. Our expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in our records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: our dependence on limited cash resources, dependence on certain key personnel within the Company, and the ability to raise additional capital; our ability to obtain acceptable forms and amounts of financing; the demand for, and price level of, our products and services; competitive factors; the ability to mitigate concentration of business in a small number of customers; the evolving industry and technology standards; the ability to protect proprietary technology; and our ability to efficiently manage our operations. Accordingly, actual results may differ, possibly materially, from the predictions contained herein.

ITEM 1. FINANCIAL STATEMENTS

New Green Technologies, Inc.

Balance Sheets
(A Development Stage Company)

	30-Sep-09		31-Dec-08
	Unaudited

Assets
CURRENT ASSETS
Cash and Cash Equivalents	$	-	$	4,480
Security Deposit		2,500		2,500
Total Current Assets		2500		6,980

PROPERTY AND EQUIPMENT
Computers and Equipment, net		2,607		3,661
CAVD Unit, net		69,999		85,000
Plasma equipment, net		28,800		32,400
Total Property and Equipment		101,406		121,061

OTHER ASSETS
CAVD Technology		645,667		645,667
Plasma/BORS Technology		300,000		300,000
Investment- Kinetic Energy		68,750		68,750
New Green Technology		12,000		12,000
Total Other Assets		1,026,417		1,026,417

Total Assets	$	1,130,323	$	1,154,458

LIABILITIES & STOCKHOLDER’S EQUITY

CURRENT LIABILITIES

Accounts Payable	$	157,140	$	282,352
Accrued Liabilities		297,000		502,215
Other Current Liabilities		58,175		37,925
Total Current Liabilities		512,315		822,492

OTHER LIABILITIES
Notes Payable		221,249		354,000
Accounts Payable-Related Parties		2,500		51,500
Commitments and Contingencies		-		-
Total Liabilities		736,064		1,227,992


STOCKHOLDER’S EQUITY
Common Stock, $.001 par value, 200,000,000 Shares Authorized
96,192,881 and 24,009,558 Issued and Outstanding Respectively		96,193		24,010

Preferred Stock, $.001 par value, 70,000,000 Shares Authorized
29,517 Issued and Outstanding		29		29

Additional Paid-in Capital		18,266,759		17,220,998
Total Capital Stock		18,362,981		17,245,036

Accumulated Deficit		(17,968,722)		(17,318,570)
Stockholder’s Equity (Deficit)	$	394,259	$	$ (73,534)

Total Liabilities & Stockholder’s Equity	$	1,130,323	$	1,154,458


* The balance sheet of December 31, 2008 was taken from the audited financial statements of that date.

See accompanying notes to unaudited condensed financial statements which are an integral part of these financial statements.

New Green Technologies, Inc.

UNAUDITED
STATEMENTS OF OPERATIONS
(A Development Stage Company)



											Accumulated
											from
											Date of
	Three Months		Three Months			Nine Months		Nine Months			Inception
	ended		ended			ended		Ended			Through
	30-Sep-09		30-Sep-08			30-Sep-09		30-Sep-08			30-Sep-09
Net Sales	$	-	$	-		$	-	$	-		$	-

Cost of Sales		-		-			-		-			-

Gross Profit		-		-			-		-			-

Selling, General & Administrative Expenses		160,270		527,278			581,235		1,176,128			14,579,224

Research And Development		-		-			-		-			1,374,586

Loss from Operations		160,270		527,278			581,235		1,176,128			15,953,810

Loss on Sale of Securities		-		-			-		-			697,237
Permanent Impairment Writedown on
Marketable securities		-					-		83,787			1,043,559
Other Income		-		-					-
Interest Expense		13,250		22,750			68,917		50,250			274,116

Net Loss	$	(173,520)	$	(550,028)		$	(650,152)	$	(1,310,165)		$	(17,968,722)

Basic Net Loss Per Common Share	$0.00		$	(0.03)		(0.01)		$	(0..09)

Diluted Net Loss Per Common Share	$0.00		$	(0.03	)	($0.01)		$	(0.09	)

Weighted Average of Common Shares Outstanding		77,194,664		16,617,003			48,218,413		15,306,995


See accompanying notes to unaudited condensed financial statements which are an integral part of these financial statements

New Green Technologies, Inc.

UNAUDITED
STATEMENTS OF CASH FLOWS
(A Development Stage Company)


					Accumulated from
	Nine Months		Nine Months		Date of Inception
	Ended		Ended		through
	30-Sep-09		30-Sep-08		30-Sep-09
OPERATING ACTIVITIES
Net Loss	$	(650,152)	$	(1,310,165)	$	(17,968,722)

Adjustments To Reconcile Net Loss to Cash Used By Operating Activities:

Depreciation		19,653		16,234		60,553

Amortization of Debt Discount		-		-		40,000

Interest Expense		68,917		46,000		185,038

Issuance of Common Shares for Services		306,183		724,077		12,020,388

Issuance to Regent		-		-		839,232

Loss on Sale of Securities		-		-		697,237

Loss on Investment		-		-		133,787

Permanent Impairment Writedown on Marketable Securities		-		83,787		903,468

Accounts Payable		(104,213)		89,275		120,438

Accounts Payable-Related Parties		-		389,500		50,500

Stock Loans Receivable		-		-		7,000

Accrued Liabilities		234,100		31,512		747,677

Cash Provided By (Used in) Operating Activities		(125,512)		53,620		(2,163,404)


INVESTING ACTIVITIES

Purchase of Fixed Assets		-		-		(23,881)

Cash Proceeds on Sale of Marketable Securities		-		-		201,208

Loss on Langley		-		-		6,304

Employee Advances		-		-		-

Licensing Fee		-		200,000		(300,000)


Employee Advances	-	-	(4,500)

Investment in SEP	-	-	(50,000)

Cash Provided By (Used in) Investing Activities	-	200,000	(170,869	)

STATEMENTS OF CASH FLOWS - continued

FINANCING ACTIVITIES

Proceeds from notes payable		121,032		105,000		558,032

Security Deposit		-		-		(2,500)

Net Proceeds From Shareholder Loans		-		40,000		40,000

Net Proceeds From Shareholder Advances		-		-		1,733,741

Stock Subscription		-		-		45,000

Cash Provided By Financing Activities		121,032		145,000		2,334,273

Decrease in Cash and Cash Equivalents		(4,480)		(1,380)		0

CASH AND CASH EQUIVALENTS, beginning of period		4,480		1,380		-

CASH AND CASH EQUIVALENTS, end of period
	$	-	$	-	$	-

NON CASH INVESTING AND FINANCING ACTIVITIES

Purchase of CAVD Technology and Equipment
3,183,333 common shares	$	-	$	445,667
Purchase of Plasma Technology and Equipment
2,800,000 common shares	$	-	$	336,000
Purchase of Name “NEW GREEN TECHNOLOGIES INC.
50,000 common shares	$	-	$	12,000
Repayment of notes payable
27,416,500 common shares	$	382,448	$	-
Payment of Debt to Officer and Directors
33,276,333 common shares	$	499,145	$	-
See accompanying notes to unaudited condensed financial statements which are an integral part of these financial statements.

NEW GREEN TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 (UNAUDITED)

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has adopted a year-end of December 31.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulations S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Operating results for the three and nine month periods ended September 30, 2009, are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report of Form 10-K for the year ended December 31, 2008.

Management is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. In management’s opinion all adjustments for a fair statement of results for interim periods have been included. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amount of cash, accounts payable, notes payable and accrued liabilities, as applicable, approximates fair value due to the short term nature of these items in accordance with the provisions of SFAS no. 157 “Disclosures about Fair Value of Financial Instruments”.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Concentration of Credit Risk

The Company places its cash in what it believes to be credit-worthy financial institutions. However, cash balances may exceed FDIC insured levels at various times during the year. There were no bank balances exceeding insured limits at September 30, 2009.

Revenue

There was no revenue generated in the year ended December 31, 2008. Nor was there revenue generated during the quarter or nine month period ended September 30, 2009.

Income Taxes

Income taxes are provided for based on the liability method of accounting pursuant to Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes.” Deferred income taxes, if any, are recorded, using enacted tax rates expected to apply, to reflect the tax consequences on future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end.

Loss Per Share

The Company calculates earnings per share in accordance with SFAS No. 128, "Earnings Per Share," which requires presentation of basic earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). The computation of Basic EPS is computed by dividing loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. The computation of Diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. As of September 30, 2009, there were no stock options and 2,116,667 warrants outstanding.

NEW GREEN TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 (UNAUDITED)

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - continued

Stock Based Compensation

The Company is subject to the provisions of SFAS No. 123 "Accounting for Stock-Based Compensation," which prescribes the recognition of compensation expense based on the fair value of options on the grant date. SFAS No. 123 allows companies to continue applying APB 25 if certain pro forma disclosures are made assuming hypothetical fair value method, for which the Company uses the Black-Scholes option-pricing model. For non-employee stock based compensation, the Company recognizes an expense in accordance with SFAS No. 123 and values the equity securities based on the fair value of the security on the date of grant unless a contract states otherwise. For stock-based awards the value is based on the market value for the stock on the date of grant and if the stock has restrictions as to transferability a discount is provided for lack of tradability. Stock option awards are valued using the Black-Scholes option-pricing model. The Company uses the fair value based method of accounting for its stock option plans. Effective January 1, 2006, the Company adopted SFAS No. 123 (Revised 2004), Share-Based Payments, which requires companies to expense stock options and other share-based payments. SFAS No. 123R supersedes SFAS No. 123, which permitted either expensing stock options or providing pro forma disclosure. The Company adopted the modified prospective application transition method as proscribed by SFAS No. 123R, which applies to all new awards and to awards granted, modified, canceled, or repurchased after January 1, 2006, as well as the unvested portion of the prior awards.

Investments

Management reviews its investments for impairment at least annually and makes appropriate adjustments if necessary.

Advertising

The Company expenses advertising costs as incurred. The Company had no advertising expense in the year ended December 31, 2008. The Company had no advertising expense during the quarter ended September 30, 2009

Recently Issued Accounting Pronouncements

Management has not identified any new accounting pronouncements that are expected to have a material effect on the Company’s financial statements.

Going Concern Uncertainty

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. As reflected in the accompanying financial statements, the Company has had recurring losses and negative cash flows from operations, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue its existence.

NOTE 2 - GOING CONCERN CONSIDERATION

Since its inception, the Company has suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. During the year ended December 31, 2008, the Company reported net losses of $1,680,184. In addition the Company had a loss of $173,520 for the quarter ended September 30, 2009 and a loss of $650,152 for the nine months ended September 30, 2009.

The Company’s long-term viability as a going concern is dependent on certain key factors, as follows:

	●	The Company’s ability to obtain adequate sources of outside financing to support near term operations and to allow the Company to continue forward with current strategic plans. Management has acquired the CAVD technology in March of 2008 to allow a greater opportunity of sales and associated cash flow in addition to financing and capital raising plans.

	●	The Company’s ability to ultimately achieve revenue, adequate profitability and cash flows to sustain continuing operations.

NEW GREEN TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 (UNAUDITED)

NOTE 3 - RELATED PARTY TRANSACTIONS

For the quarter ended September 30, 2009, officers and directors of the Company received 4,943,000 common shares as payment of their services.

We borrow funds from officers and stockholders from time to time.

One individual has advanced us money for general and administrative expenses: Kenneth Brown a past president SEE NOTE 12

As of September 30, 2009, Mr. Brown was owed $2,500. There have been no repayment terms specified for the loans. As such, we have classified the loans as Other Liabilities because of the Company’s historic cash position.

Mr. Baker is owed $150,000 on a 5 year note plus interest which is included in Notes Payable. The Lender may request repayment after two years of up to 25% of the original principal.

NOTE 4 - STOCKHOLDERS' DEFICIENCY

On October 12, 2005, 246,666 shares were issued for the comprehensive Agreement for Licensing, Joint Venture Agreement, and Manufacturing Agreement with Regent Machine Products, LLC. Additionally, in the quarter ended September 30, 2006, 83,333 shares were issued under this agreement. On January 23, 2007, 50,000 shares were issued. A total of 380,000 shares have been issued under this agreement as reflected under Research and Development on the Statement of Operations.

Prior to the merger of Internal Command with Home Services, the Company (HSVI) had incurred additional deficits in cash flow from operating activities. In 2004 the Company had accrued approximately $906,879 in obligations to vendors, consultants and former employees. In 2008, the Company after considering alternatives available determined that the best resolution was to deliver the common stock which had been previously issued as satisfaction for these obligations. The Company used certified mail to send the certificates which had been held for the names on the certificates to the last known addresses obtained from Transfer agent. Any returned certificates will be turned over to the State of Florida as abandoned property.

On March 25, 2008 the Company entered into an agreement to purchase from World Environmental Solutions Co. Inc. (WESCO) all of the Technology rights for the Catalytically Activated Vacuum Distillation (CAVD) technology for 3,183,333 shares of its restricted common stock valued at $445,667. The agreement calls an additional payment if certain milestones are achieved.

On April 24, 2008 the Company entered into an agreement to purchase from U.S. Sustainable Energy Corporation its Plasma technologies and the Ballast Oil Recovery System (BORS) technologies for 2,800,000 shares of its restricted common stock valued at $336,000.

On May 6, 2008 the Company purchased the name “New Green Technologies Inc.” for 50,000 shares of its restricted common stock valued at $12,000.

On August 3, 2009 the Company entered into an Agreement with Bulova Technologies (BLVT) whereby BLVT would assume a portion of the debt owed to Craig Huffman for services performed as CEO and Director in the amount of $300,000 in exchange for 20,000,000 restricted common shares of the Company in addition BLVT assumed a portion of the debt owed to James Thomas for services rendered as Director in the amount of $125,000 in exchange for 8,333,333 restricted common shares of the Company. In addition the Company issued 3,609,667 restricted shares to Craig Huffman for the balance of $54,145 owed him. James Thomas was issued 1,333,333 of restricted shares in exchange for $20,000 owed to him and a Convertible Note for $45,000.

NOTE 5 - COMMON AND PREFERRED STOCK

The Company’s Articles of Incorporation authorize the issuance of up to 200,000,000 shares of common stock, with a par value of $.001 and the issuance of up to 70,000,000 shares of preferred stock, with a par value of $.001. On March 31, 2008 the Company authorized a 1:30 reverse of both its Common and Preferred shares.

COMMON STOCK

During the quarter ended September 30, 2009 the Company engaged in various transactions affecting stockholders’ equity, as follows: The Company issues shares of common stock from time to time to compensate consultants as consideration for services rendered. For the three months ended September 30, 2009, a total of 8,225,674 shares of common stock were issued to individuals and organizations as payment for services totaling $ 126,315.

NEW GREEN TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 (UNAUDITED)

NOTE 5 - COMMON AND PREFERRED STOCK - continued

These shares are valued at the trading value on the date of grant or per contract. For the nine months ended September 30, 2009, a total of 15,886,824 shares of common stock were issued to individuals and organizations as payment for services totaling $ 362,315.

For the three months ended September 30, 2009 28,333,333 shares of common stock were issued as repayment for notes payable. For the nine months ended September30, 2009, 35,999,833 shares of common stock were issued as repayment for notes payable. Notes are interest bearing and the interest is prepaid by discounted stock valued as of the date of the Note. Pursuant to the terms of the Note, if the Note cannot be repaid within a specified time period, then restricted shares are issued to the lender equal to the amount of the Note. The shares are discounted approximately 50% as an inducement.

PREFERRED STOCK

The Company's has designated the issuance of up to 70,000,000 shares of Series A Convertible Preferred Stock, with a par value of $.001. Series A Convertible Preferred Stock can be exchanged at the option of the stockholder into shares of common stock at the rate of one share of Series A Convertible Preferred Stock for one share of Common Stock at any time after the first anniversary of the original date of issuance. The Series A Convertible Preferred Stock shall rank, as to dividends and upon liquidation senior and prior to the Company’s Common Stock and to all other classes or class of stock issued by the Company, except as otherwise approved by the affirmative vote or consent of the holders of a majority of the shares of Series A Convertible Preferred Stock. In addition, so long as any share of Series A Convertible Preferred Stock shall be outstanding, the holders of such convertible preferred stock shall be entitled to receive out of any funds legally available, when, as and if declared by the Board of Directors of the Company, preferential dividends at the rate of ten percent (10%) per annum, payable upon the first anniversary date of the original issue date, then quarterly with payment to be made in either cash or in the issuance of additional share of Series A Convertible Preferred Stock. Such dividends shall be cumulative and begin to accrue from the original issue date, whether or not declared and whether or not there shall be net profits or net assets of the Company legally available for the payment of those dividends. To date, no dividend has been declared by the Board of Directors. The Series A Convertible Preferred stockholders shall be entitled to vote on all matters requiring a shareholder vote of the Company. Each Series A Convertible Preferred shareholder of record shall have one vote for each share of Series A Convertible Preferred stock outstanding. During 2006, 6,112,265 preferred shares were converted to common stock. On December 31, 2006 there were 1,055,180 shares of preferred outstanding. During 2007, 200,000 preferred shares were converted to common stock. On December 31, 2008 there were 29,517 shares of preferred outstanding. On September 30, 2009 there were 29,517 shares of preferred stock outstanding.

There was $737 in unpaid and undeclared cumulative dividends accrued during the quarter ended September 30, 2009. Total cumulative dividends unpaid and undeclared as of September 30, 2009 are $453,300.

NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets of 3 to 7 years. Depreciation expense for the year ended December 31, 2008 was $23,712. For the three months ended September 30, 2009 depreciation expense was $6,551. For the nine month period ended September 30, 2009 depreciation expense was $19,653. Property and equipment consisted of the following at September, 2009:

Property and equipment	$	177,266
Less accumulated depreciation		(75,860	)
Property and equipment, net	$	101,406

NOTE 7 - STOCK OPTIONS

There were no stock options granted nor were there any pro forma effect of the vesting of options granted in the three months ended September 30, 2009 or in the previous periods in the years ended December 31, 2008 and 2007.

NOTE 8 - INCOME TAXES

The Company has no income tax provision or benefit in the nine months ended September 30, 2009 and in the year ended December 31, 2008. Prior to the merger transaction with HSI the Company elected to be treated as an S-Corporation as prescribed under Section 1362 of the Internal Revenue Code.

NEW GREEN TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 (UNAUDITED)

NOTE 8 - INCOME TAXES - continued

At September 30, 2009, the Company had federal net operating loss carry forwards of approximately $6.509,505 that expire from 2009 to 2027 and state net operating loss carry forwards of approximately $1,135,245 that expire from 2009 to 2011.

Substantially all of the deferred income tax asset of $7,644,751 relates to income tax benefits from net operating loss carry forwards. Because of the change of control issues under Section 382 of the Internal Revenue Code and the current uncertainty of realizing the benefits of the tax carry forward, an equal valuation allowance has been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

None

NOTE 10 - LOSS PER SHARE

Outstanding warrants were not considered in the calculation for diluted earnings per share for the year ended December 31, 2008 nor for the three months and nine months ended on September 30, 2009 because the effect of their inclusion would be anti-dilutive.

Warrants to purchase 2,116,667 shares of common stock were outstanding and excluded from the loss per share calculation at September 30, 2009 and December 31, 2008.

NOTE 11 - INVESTMENTS

The Company’s investment in Kinetic Energy is classified as available-for-sale and is presented at the estimated fair value.

During 2007, the Company invested $50,000 in the Springfield Energy Project. The Company determined that after one year of no activity that the investment had no value and wrote this investment off in the fourth quarter of 2008.

NOTE 12 - SHAREHOLDER LOANS

As of September 30, 2009 the Company had outstanding borrowings from two directors and a former officer who are share holders totaling $62,500. The borrowings have no specific repayment terms. These are included on the balance sheet in Accounts Payable Related Parties. A former director and shareholder is owed $150,000 and this is included as part of Notes Payable.

NOTE 13 - LEGAL

On March 14, 2007, a lawsuit was filed in the Circuit Court of the Thirteenth Judicial Circuit of the State of Florida, in and for Hillsborough County Circuit Civil Division (Case No.: 07-003056). The Plaintiff in the case is Lior Segal, the former CFO of Renewable Energy Resources, Inc. and the defendant is Renewable Energy Resources, Inc.

Mr. Segal claimed he was owed compensation of $4,500 for his work while employed by Renewable Energy Resources, Inc. and in addition, he had taken restricted shares of stock in lieu of cash compensation and since he is no longer with the Company, would like to return the restricted shares of stock and receive $22,500 in cash compensation in lieu of the restricted stock.

A judgment in favor of Mr. Segal was rendered on January 28, 2008 in the amount of $27,000 plus interest and costs. Mr. Segal will be returning the shares that he had received.

NEW GREEN TECHNOLOGIES INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

September 30, 2009 (UNAUDITED)

NOTE 13 - LEGAL - continued

On April 23, 2008 the Company received notice of a lawsuit which was filed in the State of Alabama against the Company and several other defendants. The Plaintiff in the case is GA Energy LLC. et al v. Earthfirst Technologies, Inc et al; CV2008-900053. GA Energy is seeking the return of a $200,000 partial payment made for technology. In June, the Company sent a Demand Letter for $150,000, the balance of the monies owed under the contract. On July 14, 2008, the Company filed suit in Florida under the same contract seeking performance by GA Energy LLC. The company filed this lawsuit in Hillsborough against Glen Acres for failing to respond to a June 6, 2008 demand letter for payment of $150,000 as described in a 2006 technology contract. Management believes the Company will be successful in it pursuit of GA Energy LLC.

On February 18, 2009 an Order was entered in the Circuit Court of Morgan County, Alabama to dismiss the suit on the basis of improper venue. The dismissal was without prejudice.

On December 5, 2008 the Company received notice of a lawsuit which was filed in the State of Florida against the Company.

The Plaintiff in the case is Hyepong Cain et al v New Green Technologies Inc Case No: 08-CA-08406. Hyepong Cain is seeking repayment of a July 22, 2004 loan of $20,000 plus interest.

The Company believes the case has no merit.

NOTE 14 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the time of filing the financial statements with the SEC on form 10Q on November 13, 2009.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.

DESCRIPTION OF BUSINESS

The following discussion and analysis should be read in conjunction with our financial statements and related footnotes for the years ended December 31, 2008 and 2007, filed on form 10K with the SEC.

GENERAL

New Green Technologies, Inc. (the “Company”) was organized on December 31, 1996 as Tel-Voice Communications, Inc., a Nevada Corporation. On January 6, 2003, the Company changed its name to Home Services International, Inc. On January 2, 2004, we entered into a merger agreement with Internal Command International, Inc. and on January 13, 2004, the name of the Company was changed to Internal Hydro International, Inc. Our domicile was moved to Florida on February 4, 2004. On February 20, 2007, we changed our name to Renewable Energy Resources, Inc. On May 27, 2008, we changed our name to New Green Technologies, Inc. We are a publicly traded company listed on the OTC Electronic Bulletin Board under the symbol "NGRN”. Our offices are located at 334 S. Hyde Park Ave., Tampa, Florida 33606. Our website is www.newgreentech.us.

RESULTS OF OPERATIONS

In March 2008, we were successful in acquiring the CAVD and plasma technologies from World Environmental Services Co. Inc. The Company had previously paid a licensing fee for limited utilization and now owns the technology, except for the tire application. In the acquisition, we also acquired a mobile CAVD reactor, which was built to run numerous feedstocks, and which we have moved to Tampa, to be proved out with new feedstocks, and as a marketing tool to make plant sales, and for energy creation. We are currently focused on using our newly acquired technology to move forward in the bio-fuel and waste flow industries. With the CAVD technologies, the Company can now make significant impact in the newly emerging bio-fuel and other waste industries. By the use of non-foodstock waste streams, we are concentrating on locking up the rights to already proven feedstock through the CAVD system, and other related feedstocks, for the build out of plants owned by the company, or sold in licensing agreements by the company, or in joint ventures, for many feedstock. Our new technology is the Catalytic Activated Vacuum Distillation (CAVD) system which is an exclusively patented technology, which allows waste products, such as DDG, carpet waste, algae, citrus waste, tobacco waste, municipal waste, and others, to be converted into a bio-fuel and gas. We have also acquired a plasma arc to energy technology along with a patented technology using waste water, fluid or gas flows to create electricity. Our unique hydro technology the Energy Commander is being geared for use in the gas industry. We do not have rights to the use of the tire technology component for the CAVD. Our acquisition of the submerged plasma arc technology will have potential future revenues after completing development and presenting of the system to potential buyers.

HISTORY OF COMPANY

On January 10, 2003, Home Services International, Inc. (“HSVI”) was merged from a prior company. HSVI intended to acquire, establish joint ventures and develop such businesses. HSVI was presented with a business plan for a unique alternative energy technology by the management of Internal Command International (“ICI”), a Florida based private entity. HSVI felt that the Energy Commander technology for low impact hydro power production presented a unique opportunity. HSVI saw ICI’s technology as fulfilling a unique niche in the energy market. Thus, HSVI sought to acquire the technology and related expertise through the reverse merger process.

On January 2, 2004, we entered into a merger agreement with HSVI. HSVI issued 27,500,000 shares of its Series A Preferred stock to the shareholders of ICI. In connection with this acquisition, the Company’s name was changed to Internal Hydro International, Inc. (“IHDR”). On February 4, 2004, the Company’s domicile was changed to Florida. ICI was not a related party.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

HISTORY OF COMPANY- continued

As a result of the merger transaction with HSVI, the former Company stockholders obtained control of HSVI's voting stock. For financial accounting purposes, the acquisition was a reverse acquisition of HSVI, under the purchase method of accounting, and was treated as a recapitalization with the Company as the acquirer.

On February 20, 2007, we changed our name to Renewable Energy Resources, Inc.

On May 27, 2008 we changed our name to New Green Technologies, Inc. We are a publicly traded company listed on the OTC Electronic Bulletin Board our Symbol changed on July 3, 2008 under the symbol "NGRN”". The symbol and name change reflect the Company’s broader range of business endeavors to include the development of energy, green energy and biofuel projects.

BUSINESS STRATEGY

We are a development stage enterprise. We have acquired the Catalytic Activated Vacuum Distillation Process and a Submerged liquid plasma system from EarthFirst Technologies, Inc. (EarthFirst) in May 2008. The acquisition of the assets and technologies was accomplished by the issuance of 6.1 million shares of the Company’s common stock. We acquired the technologies to broaden our technology base, and to expand the Company’s entry into the renewable energy area. The CAVD and Plasma systems were designed, built and patented through years and millions of dollars in research and development under EarthFirst. CAVD has been commercialized for use for the production of carbon and fuels from tires, through an independent company, RCT, which is privately held and not related to New Green. New Green owns the rights to all of the intellectual property and uses for the CAVD besides tires, which reside in RCT. New Green keeps relations with RCT, and RCT has of April 2009, received two large scale plant purchases and are delivering their first plant in Missouri in April. Given the advanced state of the CAVD technology, New Green sought to position itself in all areas of the other available feedstocks for commercial use of the CAVD. These include automobile shredder residue (ASR), plastics, carpet waste, citrus and other bio wastes, waste wood, construction waste, tobacco waste, and numerous other waste materials. New Green, in its purchase received a mobile semi-trailer mounted CAVD reactor, which has the ability to run any feedstock for verification. With the mobile facility coming on line, New Green will be able to use chemical testing of the feedstocks to prove out the energy potentials which were previously proven at the larger facility of the prior plant, and for similar feedstocks for the production of energy through electricity or through fuel processing.

New Green is working closely with Environmental Protection Agencies to assure that all processed waste will be permitted or exempted for testing on an ongoing basis.

New Green and Green Energy Solutions, Inc. (GES), have entered into a joint venture to establish a large scale project in Alberta Canada, and is seeking, and has entered a proposal for a grant to study wood waste to power conversion using the CAVD technology. The large amount of waste wood stockpiles will be studied for energy production, as well as being an answer to rid areas of toxic leaching wood from construction waste, railroad ties and other wood waste. The bid process is being funded by Alberta Energy. The bid is for a full feasibility study to use the CAVD pyrolisis gasification process owned by NGRN, to the waste into oil and gas, and potentially use a plasma system, which New Green also has in its inventory. The joint venture would use their considerable resources to complete the feasibility study, and to source funding for the full commercial plant and operations for the project.

GES and New Green proposed to initiate a full feasibility study for the project, under a bid solicitation from Alberta Energy. If found acceptable, the CAVD operation for some wood waste feedstock piles could support a 200 ton a day plant for years, from identified existing stockpiles, and perpetually with new waste being brought in. The plant would be modular and be able to be set up at different locations, if necessary. The system has been proven with numerous feedstocks, such as tires, carpet waste, and bio-waste, and was found to be emissions friendly.

The project will encompass using modular CAVD technology in a large plant to reduce the volume of the stockpiled construction debris, and if necessary, New Green’s plasma system to convert any hazardous materials remaining in the concentrated waste to cleaner burning gas. The system will be studied to use the recovered oil and gas for electrical production, using commercially available power generation systems, which New Green has identified, or reciprocating engines. Material remaining after gasification will undergo plasma pyrolysis, which also creates a combustible gas for electrical production. New Green and GES had expected the feasibility bid to be awarded by the end of May, 2009, the Company has not received notification as of the date of this filing.

New Green’s Energy Commander technology has now been studied and is being examined for use in the gas line and well industry for the production of electricity. New Green is seeking to enter into a licensing agreement for the production and marketing of the Energy Commander for use in the gas sector. The technology, which was originally derived for use with air and gas substances looks to be built for prove out and commercial use for creation of electricity in the large pressure natural gas wells.

The use of the Energy Commander technology is expected to reduce the amount of Carbon Dioxide released from well operations, and provide efficient electricity for well use. The technology, which uses small amounts of pressure to create electricity from water flow, can use the massive amounts of gas pressure available to supply all electrical needs for natural gas well operations on site.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

BUSINESS STRATEGY - continued

New Green’s clean energy power system, the Energy Commander, is a patented technology, utilizing waste water, fluid or gas flow from any source where flow pressure is present, and yet wasted, to create electricity. While NGRN concentrates its efforts on its other waste to energy technologies, the Energy Commander will be developed through third parties to use its ability to take in the wasted pressure flows of gas wells to create electricity for use at the wells, to power filters and power needed at the well sites, including pumps. The Energy Commander was originally designed for use with air systems, so its adaptability for use with large pressures available from gas wells is expected to be technologically an easy fit. Any fluid, including gas goes through the heart of the patented Energy Commander system, into positive a displacement set of cylinders that creates massive mechanical forces, all of which is transferred to a generator creating both electricity, and optional air pressure, both being for direct use or storage. The gas then moves out of the unit, to its original destination pipeline, through the use of available reintroduction technologies. With tens of thousands of natural gas well heads in production in North America, the potential for use of the Energy Commander is considered to be substantial.

New Green’s management has chosen to concentrate on its efforts with its CAVD system for waste to oil and gas production, and has advised its EU partner, Cm2 of Italy, that all agreements are henceforth cancelled due to their non-performance with the technology for hydro use. As well, New Green has concluded its relationship with Regent Machine Products, with the freeing of the final shares held in escrow from a lawsuit which was settled between the parties in 2007. New Green is not certain which version of the Energy Commander (EC) will be used in the gas well operations, whether it be the Energy Commander IV or the Energy Commander V style system. New Green will let associated engineers decide the best type to use in this application.

New Green, with the acquisition from EarthFirst, also acquired all rights to a submerged plasma arc system, including a large prototype which is used to process waste fuels, and fluids for conversion into rich gas products. Submerged Plasma Arc Pyrolysis is designed to recycle a variety of liquid materials into a clean burning, combustible fuel. Some of the materials for which this unit was designed to convert to a useful, combustible gas include: chemical/hydrocarbon contaminated soil effluent, PCB contaminated transformer oil, water/land-based oil spills, refinery pit oil, antifreeze, solvents, processing oils, hazardous runoff water, paint sludge, crankcase sludge, bilge water, tank bottoms, and chemical wash water. AquaFuel is produced by using water as a feedstock. AquaFuel is a non-fossil, combustible synthesis gas that results from the introduction of an electric arc under water in the presence of carbon electrodes. The AquaFueler 1500 makes up to 3,000 cubic feet of clean-burning AquaFuel per hour for about five cents per cubic foot. Rod shaped carbon electrodes are automatically fed into the liquid-filled AquaFuel generation chamber. Liquids used in the process can range from salt water to raw sewage. Magnegas™ is produced using this technology with a non-water feedstock. New Green will be seeking to develop marketing and use of the Plasma technology, possibly in conjunction with the use of the CAVD system as an additional energy production ability after use of the CAVD system on certain feedstocks.

We have a permanent assignment of the patent for the Energy Commander technology from the inventor. Other intellectual property patents on the new technology will be generated into patent pending status before and commensurate with fielding. Additional patents will, in the opinion of management, be generated from improvements in the technology.

The EC technology is still believed to have use in the waste water flow as well, which has not achieved commercial acceptance or orders yet. The EC system has several advantages over all other alternative energy technologies. The EC system represents the first time, to our knowledge, that a technology used the positive displacement of water pressure to create mechanical force to create electricity. The advantages of the EC are numerous. Primarily, the system is designed for installation to take advantage of waste flows of water. Therefore, the cost of the energy to produce electricity will be virtually, if not literally, free. Second, the EC units will take up very little space; an EC unit takes up 1/100 the space of a solar array to gain the same amount of electrical output. Third, the system will sell for approximately $45,000, or $1500 per KW, which is competitive with other power generation devices. This means either high profit or low electrical cost making for a more competitive market entry.

Our goal is to become a major contributor to the renewable energy segment of the United States and European economies. The demand for alternative energy sources has increased significantly as oil prices continue to remain high. Our CAVD, Plasma, and EC technologies provides reliable electricity and production of oil and gas at a lower cost than current alternatives, and does so with free flows of wasted water or gas and waste oils and feedstocks for the CAVD and plasma.

In today’s energy and renewable energy market, the positions of the players have stagnated. The renewable energy market has hinged around the six per cent mark for a number of years. We are targeting customers and industries with high electric utility costs and access to flow pressures of gas or fluid. We are placing special emphasis on the textile, oil and gas refining and drilling, home development, agricultural, and poultry, all of which have communicated great interest in placement of units. We are also targeting municipal, county, state and federal government facilities, including the U.S. military.

The EC technology will have many applications in rural and third world areas. In the United States alone, there are over 70,000 dams that do not produce electricity, but many are capable of doing so with no environmental impact. The technology has numerous applications in third world areas where ready access to natural flow exists. Typically these areas will not support conventional hydropower systems but will support constant 24 hour a day power from the EC.

However, since inception, we have suffered recurring losses from operations and have been dependent on existing stockholders and new investors to provide the cash resources to sustain our operations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

BUSINESS STRATEGY - continued

Our long-term viability as a going concern is dependent on certain key factors, as follows:

●

Our ability to continue to obtain sources of outside financing.

●

Our ability to increase profitability and sustain a cash flow level that will ensure support for continuing operations.

●

Our ability to generate sustainable revenue and cash flow.

ACQUSITIONS OF SIMILAR TECHNOLOGIES

CM2 AGREEMENT:

In July, 2008, the Company informed CM2 that the agreement between the parties was no longer in force since Cm2 seemingly had the inability to move forward with the Energy Commander project. New Green has identified better relations for production of the Energy Commander for use in the gas arena.

KINETIC ENERGY

On July 8, 2004, we entered into a strategic partnership agreement with Kinetic Energy Systems, Inc. (“Kinetic”), a privately held Florida Corporation. Kinetic has developed patented hydro and wind technologies, including the Hydrokinetic Generator, Offshore Energy Platform, KESC Bowsprit Generator and the KESC Tidal Generator. These technologies generate electrical power or hydrogen using kinetic energy from moving water such as tides and wind. We issued 1,250,000 shares of treasury stock for 20% of the shares of the private company. We also agreed to assist in the development of Kinetic’s technology and have a license for the underwater and over water power generation. The Hydrokinetic Generator is at the prototype and engineering stage. The Offshore Energy Platform is at the prototype and engineering stage. The KESC Bowsprit Generator is at the prototype and engineering stage.

The Bowsprit is being designed for prototyping in the dual role of hydrogen production. The KESC Tidal Generator is at the engineering and prototype stage. New Green still considers its investment into the Kinetic program by the earlier exchange of shares, as being a potential profitable relationship, and considers the Kinetic system to be viable for potential future ownership of their stock.

RESULTS OF OPERATIONS

Our operations during 2008 concentrated on gaining new renewable energy technologies which were at or close to commercial applications, sales and revenue, as well as concentrating on moving the existing Energy Commander technology into a position where it could be commercially operable, with no or little funding from the Company.

In March 2008, we were successful in acquiring the CAVD and plasma technologies from World Environmental Services Co. Inc. The Company had previously paid a licensing fee for limited utilization and now owns the technology, except for the tire application. In the acquisition, we also acquired a mobile CAVD reactor, which was built to run numerous feedstocks, and which we have moved to Tampa, to be prove out new feedstocks, and as a marketing tool to make plant sales, and for energy creation. We are currently focused on using our newly acquired technology to move forward in the bio-fuel and waste flow industries. With the CAVD technologies, the Company can now make significant impact in the newly emerging bio-fuel and other waste industries. By the use of non-foodstock waste streams, we are concentrating on locking up the rights to already proven feedstock through the CAVD system, and other related feedstocks, for the build out of plants owned by the company, or sold in licensing agreements by the company, or in joint ventures, for many feedstock. Our new technology is the Catalytic Activated Vacuum Distillation (CAVD) system which is an exclusively patented technology, which allows waste products, such as DDG, carpet waste, algae, citrus waste, tobacco waste, municipal waste, and others, to be converted into a bio-fuel and gas. We have also acquired a plasma arc to energy technology along with a patented technology using waste water, fluid or gas flows to create electricity. Our unique hydro technology the Energy Commander is being geared for use in the gas industry. We do not have rights to the use of the tire technology component for the CAVD. Our acquisition of the submerged plasma arc technology will have potential future revenues after completing development and presenting of the system to potential buyers.

In January, 2008, it was determined that the agreement with Cm2 would be changed, and that other technologies would be sought and acquired from known relations with other companies, such as EarthFirst Technologies, with the CAVD systems.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

COMPARISON OF THREE MONTHS AND NINE MONTHS ENDED September 30, 2009 TO THE THREE MONTHS AND NINE MONTHS ENDED June 30, 2008.

Revenue for the three months and nine months ended September 30, 2009 and 2008 was $-0-.

General and administrative expenses for the three months ended September 30, 2009 of $ 160,270 decreased $367,008 compared to the general and administrative expenses for the three months ended September 30, 2008 which were $527,278. The decrease was primarily due to a decrease in services. General and administrative expense for the nine months ended September 30, 2009 of $581,235 decreased $594,893 compared to the general and administrative expense for the nine months ended September 30, 2008 which was $1,176,128. The decrease was primarily due to a decrease in services.

LIQUIDITY AND CAPITAL RESOURCES

Our operating activities used cash in the amount of $125,512 for the period ended September 30, 2009. We will need additional private placements, debt financing or equity investment in order to participate fully and at the levels intended. There can be no assurance that any of the plans developed will produce cash flows sufficient to ensure long-term viability.

The Company has incurred additional deficits in cash flow from operating activities. These deficits have been funded from loans from significant shareholders. The Company is in discussions with several capital organizations with a view to selling more common and preferred shares as a means of financing future capital needs. The Company anticipates it will be successful in these discussions; however, there can be no assurances that the Company will be successful in doing so and will produce cash flows sufficient to ensure its long-term viability. The cash provided by financing activities was zero for both the period ended September 30, 2009 and for the period ended September 30, 2008.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the time of filing the financial statements with the SEC on form 10Q on November 13, 2009

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of the financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material.

RISKS and UNCERTAINTIES

GOING CONCERN RISK

We have had and could have losses, deficits and deficiencies in liquidity, which could impair our ability to continue as a going concern.

Based on our financial statements, certain factors raise substantial doubt about our ability to continue as a going concern. Since our inception, we have suffered recurring losses from operations and have been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. The above factors represent a continuing concern about out our ability to fully establish ourselves as a going concern.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

IMPLEMENTATION OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING

We must obtain financing to fund the expansion of operations. Such outside financing must be provided from the sale of equity or third party financing. Further, the sale of equity securities will dilute our existing stockholders' interests, and borrowings from third parties could result in our assets being pledged as collateral. While we are currently able to fund all basic operating costs, it is possible our operations could be restricted if loan terms increase our debt service requirements. There is no assurance that we can obtain financing on favorable terms.

Development Stage Company

We are in the development stage. There is no assurance that our activities will be profitable. The likelihood of our success must also be considered in light of the problems, expenses, difficulties, complications, delays and all of the inherent risks frequently encountered in the formation and operation of a relatively new business.

Going Concern

The financial statements are presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time.

Management believes that current plans to expand the our operations and a combination of financing and capital raising plans will provide sufficient working capital to allow us to continue as a going concern.

Costs of Conducting Business

We will still incur costs for research and development; however, the major work on the EC V has been completed. Our Marketing efforts will be expanded to include the new technologies we acquired. The ability to generate a profit depends, among other factors, on the amount of revenues from the sale of our products and our operating costs.

Technological Change

We expect that many new technologies and products will be introduced over the next several years. Our success will depend, among other things, on our ability to develop and maintain a competitively positioned technologically. There can be no assurance that we will have access to subsequently developed technologies by other persons. Technological advances by a competitor may result in our present or future products becoming noncompetitive or obsolete. We cannot be assured that competitors will not develop functionally similar or superior products, which events could have an adverse effect on our business.

Contracts

There can be no assurance that we will be able to obtain sufficient and suitable contracts for our business plan.

Fluctuations in Operating Results

Our revenues and results of operations may vary significantly in the future. Our revenues and results of operations are difficult to forecast and could be adversely affected by many factors, some of which are outside our control including, among others, the expected relatively long sales and implementation cycles for our products; the size and timing of individual license transactions and joint venture arrangements; seasonality of revenues; changes in the mix of products sold; timing of introduction or enhancement of our products or our competitors; market acceptance of new products; changes in technology; personnel changes and difficulties in attracting and retaining qualified sales, marketing, technical and consulting personnel; changes in customers' budgeting cycles; quality control of products sold; and economic conditions generally and in specific industry segments.

There can be no assurance that our products will achieve broad market acceptance or that we will be successful in marketing our products or enhancements thereto. In the event that our current or future competitors release new products that have more advanced features, offer better performance or are more price competitive than the our products, demand for our products would decline. A decline in demand for, or market acceptance of, our products as a result of competition, technological change, or other factors would have material adverse effects on the our business, financial condition and results of operations.

Seasonality

We do not expect to experience material seasonal variations in revenues or operating costs.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation - continued

OFF BALANCE SHEET ARRANGEMENTS.

For the period ended September 30, 2009, we did not engage in any off balance sheet transactions.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The information to be reported under this item is not required of smaller reporting companies.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls

As of the end of the period of this report, management performed an assessment of our internal controls over financial reporting as of September 30, 2009 as required by Exchange Act Rule 13a-15(c). This assessment was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Acting Principal Financial Officer. Based on that evaluation, our Chief Executive Officer and Acting Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic reports to the Securities and Exchange Commission. During 2009 assessments were made to ensure that the disclosure controls and procedures previously found not effective had been corrected and that the improvements were being followed.

MANAGEMENT REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management recognizes its responsibility for establishing and maintaining adequate internal controls over financial reporting.

Based on the completeness of the Company prepared financials, management considers the controls in place to be effective for the company. Management used the COSO framework as a basis for evaluating it internal controls. There were no material weaknesses identified during the preparation of year-end financial reports.

This report does not include an attestation report of the company’s registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits the company to provide only management’s report in the annual report.

Management recognizes its responsibility for establishing and maintaining adequate internal controls over financial reporting.

Based on the completeness of the company prepared financials, management considers the controls in place to be effective for the company. Management used the COSO framework as a basis for evaluating it internal controls. There were no material weaknesses identified during the preparation of year-end financial reports.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

Limitations on the Effective of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their evaluation of our controls, George Ring, our Chief Executive Officer and acting Principal Officer, has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

PART II - OTHER INFORMATION

Pursuant to the Instructions on Part II of the Form 10-Q, Items 1, 2, 3, 4, and 5 are omitted.

Item 6. Exhibits

Exhibit No.	Description
Exhibit 31.1	Certification of Chief Executive Officer and Acting Principal Financial Officer of New Green Technologies, Inc. required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1	Certification of Chief Executive Officer and Acting Principal Financial Officer of New Green Technologies , Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Action of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	NEW GREEN TECHNOLOGIES INC.

Date: November 13, 2009	By	/s/ GEORGE RING
		GEORGE RING
		CHIEF EXECUTIVE OFFICER AND ACTING PRINCIPAL FINANCIAL OFFICER

NEW GREEN TECHNOLOGIES INC. - FORM 10-Q - November 16, 2009

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NEW GREEN TECHNOLOGIES INC. Reports