GLOBAL GREEN SOLUTIONS INC. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - GLOBAL GREEN SOLUTIONS INC.	exhibit31-1.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 - GLOBAL GREEN SOLUTIONS INC.	exhibit32-2.htm
EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 - GLOBAL GREEN SOLUTIONS INC.	exhibit32-1.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - GLOBAL GREEN SOLUTIONS INC.	exhibit31-2.htm

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

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2011

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

Commission File Number 000-51198

GLOBAL GREEN SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

NEVADA	20-8616221
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4326 Dunbar Street
Box 45100
Vancouver, BC
Canada
(Address of principal executive offices)

(866) 408-0153

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ] 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 [ ] NO [ X ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 50,140,829 as of July 14, 2011

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

FOR THE SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Stated in U.S. Dollars)

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

INTERIM CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
		MAY 31			NOVEMBER 30
		2011			2010
ASSETS
Current
Cash	$	2,178		$	140,509
Amounts receivable		30,954			12,837
Prepaid expenses		20,443			29,792
		53,575			183,138
Equipment		3,436			4,419
	$	57,011		$	187,557
LIABILITIES
Current
Accounts payable and accrued liabilities	$	1,374,359		$	2,604,886
Convertible notes		1,515,913			1,010,164
Loans payable		1,533,592			1,864,005
		4,423,864			5,479,055
Project Funding Advances		8,856,173			8,446,766
		13,280,037			13,925,821
Commitments And Contractual Obligations (Note 9)
Subsequent Events (Note 13)
STOCKHOLDERS’ DEFICIENCY
Capital Stock
Authorized:
100,000,000 Common shares, par value $0.00001 per share
Issued and outstanding:
50,140,829 common shares at May 31, 2011		501			480
48,009,229 common shares at November 30, 2010
Additional Paid-In Capital		21,310,087			20,435,348
Shares To Be Issued		742,065			-
Share Purchase Warrants		193,816			620,500
Deficit Accumulated During The Development Stage		(35,356,653	)		(34,680,536	)
Deficiency Attributable to Global Green Solutions Inc.		(13,110,184	)		(13,624,208	)
Deficiency Attributable to Non-controlling Interests		(112,842	)		(114,056	)
		(13,223,026	)		(13,738,264	)
	$	57,011		$	187,557

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

F-1

GLOBAL GREEN SOLUTIONS INC. (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Stated in U.S. Dollars)
														CUMULATIVE
														PERIOD FROM
														INCEPTION
		THREE MONTHS ENDED						SIX MONTHS ENDED						JUNE 10, 2003
		MAY 31						MAY 31						TO
		2011			2010			2011			2010			MAY 31, 2011
Revenue	$	-		$	-		$	-		$	- $			-
Operating Expenses
Consulting fees		106,434			131,853			164,611			266,539			4,530,627
Finance charges		58,708			41,118			115,049			73,086			2,361,362
Interest and bank charges		73,918			212,248			156,644			348,380			899,192
Office and sundry		(1,448	)		22,734			30,097			82,431			1,673,847
Professional fees		73,248			24,011			87,936			95,209			1,066,091
Project development expenses		584,736			2,721,271			993,227			4,146,169			15,240,248
Stock-based compensation		-			43,561			-			129,167			7,660,100
		895,596			3,196,796			1,547,564			5,140,981			33,431,467
Operating Loss before Other Income
(Expense)		(895,596	)		(3,196,796	)		(1,547,564	)		(5,140,981	)		(33,431,467	)
Other Income (Expense)
Gain (Loss) on debt settlements		747,895			-			872,661			-			884,983
Impairment of advances		-			-			-			-			(2,837,160	)
Impairment of intangibles		-			-			-			-			(357,100	)
Interest income		-			-			-			-			60,049
Net Loss		(147,701	)		(3,196,796	)		(674,903	)		(5,140,981	)		(35,680,695	)
Net (Income) Loss Attributable To Non- controlling Interests		(1,254	)		6,017			(1,214	)		13,910			324,042
Net Loss Attributable to Global Green Solutions Inc.	$	(148,955	)	$	(3,190,779	)	$	(676,117	)	$	(5,127,071	)	$	(35,356,653	)
Basic And Diluted Loss Per Common Share	$	(0.00	)	$	(0.07	)	$	(0.01	)	$	(0.11	)
Weighted Average Number Of Common Shares Outstanding		47,464,378			47,286,099			48,580,374			47,189,396

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

F-2

GLOBAL GREEN SOLUTIONS INC. (A Development Stage Company) INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Stated in U.S. Dollars)
								CUMULATIVE
								PERIOD FROM
		SIX MONTHS ENDED						INCEPTION
		MAY 31						JUNE 10, 2003 TO
		2011			2010			MAY 31, 2011
Cash Flows (Used In) Provided By: Operating Activities
Net loss	$	(674,903	)	$	(5,140,981	)	$	(35,680,695	)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation		983			2,315			66,644
Non-cash finance charges		115,049			73,086			2,361,362
Stock-based compensation		-			129,167			7,660,100
Non-cash consulting services		35,000			64,851			1,063,083
Non-cash license fee		-			-			165,000
Gain on non-cash debt settlements		(872,661	)		-			(884,983	)
Non-cash project development expense recovery		-			-			(575,314	)
Accrued interest		156,213			343,877			848,269
Impairment of intangible assets		-			-			357,100
Impairment of advances		-			-			2,837,160
Changes to operating assets and liabilities
Amounts receivable		(18,117	)		(3,026	)		(149,954	)
Prepaid expenses		9,349			(37,682	)		(20,443	)
Accounts payable and accrued liabilities		(38,061	)		743,893			2,254,369
		(1,287,148	)		(3,824,500	)		(19,698,302	)
Investing Activities
Acquisition of equipment and intangible asset		-			(3,893	)		(70,180	)
Pilot project facilities and equipment		-			-			(2,718,160	)
		-			(3,893	)		(2,788,340	)
Financing Activities
Issue of share capital, net of issuance costs		-			-			7,907,588
Net proceeds from convertible notes		756,116			148,100			3,300,048
Advances from non-controlling interests		-			10,200			122,116
Loan advances (repayments) - net		8,000			21,378			2,467,150
Project funding advances		384,701			3,744,066			8,691,918
		1,148,817			3,923,744			22,488,820
Increase (Decrease) In Cash		(138,331	)		95,351			2,178
Cash, Beginning Of Period		140,509			41,956			-
Cash, End Of Period	$	2,178		$	137,307		$	2,178
Supplemental Information
Cash Activities:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-Cash Investing and Financing Activities (Note 10)

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

F-3

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

1.	NATURE OF OPERATIONS AND GOING CONCERN

Global Green Solutions Inc. (the “Company”) was incorporated June 10, 2003 in the State of Nevada, is a development stage company and is devoting all of its efforts to establishing a new business. That business is the use of heat from the combustion of biomass to generate industrial process steam and electrical power.

The Company conducts the majority of its operations through its subsidiary, Global Greensteam LLC, a California corporation of which it owns 100%. That subsidiary is developing its Greensteam process technology and projects that convert biomass (primarily wood and crop waste) to low-cost steam. The steam can be used for industrial purposes or for combined heat and power applications.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss since inception of $35.4 million for the period from June 10, 2003 (inception) to May 31, 2011, has a stockholders’ deficiency of approximately $13.1 million, and has no revenue. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development and marketing of its Greensteam biomass combustion projects. The Company plans to continue as a going concern by actively developing and marketing its Greensteam technology. It intends to raise additional capital for the development and marketing of its project primarily through the issuance of common shares or the issuance of debt securities. It may also raise additional capital by selling interests in its projects. There can be no assurance that the Company will be successful in marketing and developing its project or in securing financing. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended November 30, 2010. The Company assumes that users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, certain footnote disclosure, which would substantially duplicate the disclosure contained in the November 30, 2010 financial statements, has been omitted. The results of operations for the six month period ended May 31, 2011 are not necessarily indicative of results for the entire year ending November 30, 2011.

F-4

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	In June 2009, the Financial Accounting Standards Board (“FASB”) issued its final Statement of Financial Accounting Standards (“SFAS”) No. 168, “The “FASB Accounting Standards Codification” (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168 establishes the “FASB” Accounting Standards Codification (“Codification”), which officially launched July 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 is effective for the Company as of the year ended November 30, 2009. The Codification did not change or alter existing GAAP. It did not have a substantive impact on the Company’s financial statements. The only impact is that references to authoritative accounting literature are in accordance with the Codification.

	The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

	a)	Principles of Consolidation

		The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated in consolidation and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to non-controlling interests.

		The Company conducts a portion of its operations through the following subsidiaries:

			Global Greensteam LLC, a California corporation owned 100%; and

			Global Green Solutions Ltd., a United Kingdom corporation owned 100%, which owns an 80% interest in Global Green Solutions (SA) (Proprietary) Limited (“PTY”), a South African corporation;

		Three other subsidiaries are inactive.

		The portion of the income and net assets applicable to the non-controlling interest in the majority-owned operations of the Company’s South African subsidiary is reflected as non-controlling interest.

FASB Interpretation Number (“FIN”) 46R, Consolidation of Variable Interest Entities (ASC 810, Consolidation) addresses the consolidation of certain business entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties ("variable interest entities"). Variable interest entities are required to be consolidated by their primary beneficiaries. The Company has determined that it does not have variable interests in other entities that qualify for consolidation.

F-5

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	b)	Use of Estimates and Assumptions

		Preparation of the Company’s financial statements in conformity with United States GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The significant areas requiring management’s estimates and assumptions relate to determining the fair value of stock-based compensation, fair value of shares issued for services and the acquisitions, and useful lives of long-lived assets.

	c)	Development Stage Company

		The Company is a development stage company as defined in FASB ASC 915, Development Stage Entities. Among the disclosures required by FASB ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, equity (deficit) and cash flows disclose activity since the date of the Company’s inception.

	d)	Equipment and Depreciation

		Equipment is recorded at cost less accumulated depreciation. Depreciation is computed and recorded when equipment is put into use, using the straight line method over the asset’s estimated useful life.

		Major renewals and improvements are capitalized, while routine maintenance and repairs are expensed as incurred. The Company assesses equipment for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable.

	e)	Intangible Assets

		The Company has adopted the provision codified in ASC 350, Intangibles – Goodwill and Other which revises the accounting for purchased goodwill and intangible assets. Under ASC 350, goodwill and intangible assets with indefinite lives are no longer amortized and are tested for impairment annually. The determination of any impairment would include a comparison of estimated future operating cash flows anticipated during the remaining life with the net carrying value of the asset as well as a comparison of the fair value to book value of the Company. The Company had no intangible assets as at May 31, 2011 and November 30, 2010.

	f)	Impairment of Long-Lived Assets

		In accordance with ASC 360, Property, Plant, and Equipment, the carrying value of equipment and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

F-6

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	g)	Financial Instruments and Concentration of Risk

		The fair values of financial instruments, which include cash, amounts receivable, accounts payable and accrued liabilities, convertible notes, and loans payable were estimated to approximate their carrying values due to the immediate or relatively short maturity of these instruments. Management does not believe that the Company is subject to significant interest currency or credit risks arising from these financial instruments.

	h)	Basic and Diluted Net Income (Loss) Per Share

		The Company computes net income (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings (loss) per share on the face of the income statement. The latter amount is computed by dividing net income (loss) available to common shareholders (numerator) before and after discontinued operations, by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. The diluted loss per share calculation gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted loss per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.

	i)	Development Costs

		Development costs are expensed in the period they are incurred unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future market for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life, or written off if a product is abandoned. At May 31, 2011 and November 30, 2010, the Company had no deferred product development costs.

	j)	Common Share Non-Monetary Consideration

		In situations where common shares are issued and the fair value of the goods or services received is not readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of the date at which:

		i)	the counterparty’s performance is complete;

		ii)	a commitment for performance by the counterparty to earn the common shares is reached; or

		iii)	the common shares are issued if they are fully vested and non-forfeitable at that date.

F-7

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	k)	Stock-Based Compensation

		On December 1, 2005, the Company adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. The Company adopted those provisions using the modified- prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value and b) compensation cost for all share- based payments granted subsequent to November 30, 2005, based on the grant-date fair value. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital. The results for periods prior to December 1, 2005 were not restated.

		The Company accounts for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the counterparty.

	l)	Share Purchase Warrants

		The Company accounts for common share purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.

	m)	Funding Advances

		The Company records funding advances on receipt and accretion thereon over the estimated term to the commencement of settlement of those advances. Accretion is recorded using the effective interest method such that the balance of advances and accretion as of the estimated settlement date is equal to the estimated fair value of the future settlement amount and is included in interest and bank charges.

	n)	Non-controlling Interests

		Effective December 1, 2009, the Company adopted new accounting and reporting standards for the non- controlling interest in a subsidiary. The adoption of the new guidance required a change in what was formerly minority interest to non-controlling interest and the placement of non-controlling interest within the equity (deficiency) section rather than the liabilities section of the consolidated balance sheet.

F-8

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

	o)	Recent Accounting Pronouncements

		The Company has adopted the provisions of ASC 810, Consolidation. The revised guidance establishes new accounting, reporting and disclosure standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Among other requirements, ASC 810 requires a company to clearly identify and present ownership interests in subsidiaries held by parties other than the company in the consolidated financial statements within the equity section, but separate from the company’s equity. It also requires that the net income to be reported include the amounts attributable to both the parent and the non- controlling interest. The revised guidance has been applied prospectively as of the beginning of fiscal year 2010, except for the presentation and disclosure requirements which will be applied retrospectively for prior periods. Other than the change in presentation of non-controlling interests, this adoption did not have a material impact on the Company’s financial statements.

		In February 2010, FASB issued Accounting Standards Update (“ASU”) 2010-09 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-09 removes the requirement for an SEC filer to disclose a date in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company adopted ASU 2010-09 in February, 2010 and it did not have a material impact on the Company’s financial statements.

		In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2010-06, but does not expect its adoption to have a material impact on the Company’s financial position or results of operations.

F-9

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

3.	PROJECT DEVELOPMENT

	On February 20, 2007 the Company completed an acquisition agreement for Greensteam Development Inc., which resulted in Global Greensteam LLC (“Greensteam”), a venture with two other companies for the purpose of converting waste biomass into low cost steam for industrial applications. The Company’s interest in the new venture initially was 57%, with the other two companies holding 38% and 5% respectively. The Company’s ownership interest increased to 95% in December, 2007 and 100% in April, 2008 when it acquired first the 38% and then the 5% held by the two other companies.

	The consideration to be paid by the Company to third parties in connection with the acquisition agreement is the issuance of 4.6 million shares, as follows:

	-	150,000 shares of restricted common stock upon execution of the definitive agreement (issued in the year ended November 30, 2007);

	-	3,985,000 shares to be issued on achievement of various milestone events, including execution of a steam contract through to commissioning of the 15^thgenerating unit or the second anniversary of a steam supply contract.

	-	600,000 shares of the Company to be issued to the initial 38% interest holder as contingent consideration will be issued, based on achievement of various milestone events, including delivery of commercial steam generation from up to 10 units and after successful experimental testing and operational permitting and accepted by the customer purchasing the steam as the steam production commencement date.

	Greensteam entered into a Program Agreement with Aera Energy LLC (“Aera”), an oil and gas company, on March 31, 2008, a First Amendment to the Program Agreement, effective October 22, 2008, and a Second Amendment to the Program Agreement effective November 24, 2009. The Program Agreement provides for a demonstration unit which will use Greensteam’s process technology to burn waste biomass to create steam, to be built at a location of the oil and gas company. The Program Agreement also provides that up to ten commercial scale units could be built, depending on the results of the demonstration unit. The Second Amendment to the Program Agreement replaced and superseded the First Amendment in its entirety. Under the terms of the Second Amendment: Aera would contribute up to $3 million of the cost of the demonstration unit as per the First Amendment to the Program Agreement. An additional $5 million for the demonstration unit up to a total of $8 million approved by the Aera Board of Directors. Payments from Aera were to be used exclusively for the management, design, engineering, permitting, construction (including materials), and operation of the demonstration unit. In return, if the demonstration unit meets the pre-agreed specific test requirements and there is a full scale period, Greensteam will be obligated to provide Aera with discount-priced steam. If there is no full scale period in which Greensteam can provide Aera with discount-priced Steam, Greensteam will grant Aera a perpetual, exclusive license to use Greensteam’s technology at any property owned or leased by Aera, and access to Greensteam’s intellectual property (collectively the “Exclusive License Grant”), subject to a royalty of 0.004 times the Incremental Energy Charge as defined in the Agreement, should Aera proceed with the full scale period on its own.

F-10

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

3.	PROJECT DEVELOPMENT (Continued)

Greensteam has an obligation to grant Aera an Exclusive License Grant in the following circumstances:

	1.	If the demonstration unit fails to meet the pre-agreed specific test requirements and either party gives notice as provided;

	2.	If the demonstration unit meets the pre-agreed specific test requirements, both parties give notice that the pre-agreed specific test requirements are met or that the test results are acceptable, Aera’s Board approves amending the full scale period definition by replacing the language “five years” with “ten years”, and Greensteam is subsequently unable to (1) obtain the full scale permit after diligent effort or (2) obtain financing for the first project after diligent effort;

	3.	If the demonstration unit meets the pre-agreed specific test requirements, both parties give notice that the pre-agreed specific test requirements are met or that the test results are acceptable, Greensteam subsequently obtains the full scale permit, Greensteam obtains financing for the first project, and Greensteam fails to implement the full scale period project(s).

Expenditures incurred in connection with the steam generation project and charged to project development costs in the six month period ended May 31, 2011 totaled $994,922 (2010 - $4,121,786). Total steam generation project development expenditures to May 31, 2011 aggregate to $11,924,895.

The pricing formula now includes a lower discount amount per volume of steam, but for the full term of the Agreement. The Company records the Aera advances and accretion thereon over the term to the estimated commencement of delivery of steam from the first commercial scale project to Aera. Accretion is recorded using the effective interest method such that the balance of advances and accretion is equal to the estimated fair value of the future steam discount. As of May 31, 2011, $8,691,918 (November 30, 2010 - $8,307,217) had been received from Aera under the terms of the Program Agreement and $164,255 (November 30, 2010 - $139,549) had been recorded as the estimated accretion thereon. As a result of changes to certain estimates contained within the above analysis, no further accretion was recorded during the three month period ended May 31, 2011.

Construction of the demonstration unit commenced in January, 2010 at Aera’s Belridge oilfield, near Bakersfield, California and was completed in June, 2010 at a cost of approximately $9 million. In December, 2010, the demonstration plant achieved full steam generation capacity of approximately 5.8 MW (thermal), operating exclusively on residual woody agricultural biomass fuel. The steam was supplied to Aera for its enhanced oil recovery operations. Testing and system refinements have continued since then, in preparation for meeting the specified test requirements in the Second Amendment. The next key milestone is completion of a 30 day test as specified in the Program Agreement. The test is designed to confirm the ability of Greensteam to reliably and safely produce steam meeting Aera specifications from locally derived biomass. A successful test should trigger Aera’s agreement to proceed with the full scale project. The 30 day test is expected to be completed in the third calendar quarter of 2011.

F-11

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

4.	CONVERTIBLE NOTES

	During the six months ended May 31, 2011, the Company issued convertible notes (the “note” or “notes”) in the aggregate amount of $765,616 as follows:

		$10,000 on December 21, 2010, due and payable on December 7, 2012;
		$190,500 on February 14, 2011, due and payable on February 14, 2013; and
		$565,116 on March 21, 2011, due and payable on March 21, 2013.

	At the election of the holder, the notes and interest accrued thereon at the rate of 12% per annum compounded annually are convertible into units at a rate of $0.10 per unit. Each unit is comprised of one restricted share of common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase an additional common share at $0.25 per share for a two year term from the date of conversion. To date, none of the notes or accrued interest that were issued in the six months ended May 31, 2011 have been converted into units. No finder’s fees were paid in connection with these notes.

	During the year ended November 30, 2010, the Company issued convertible notes (the “note” or “notes”) in the aggregate amount of $240,000 which are due and payable between November 24, 2011 and November 1, 2012, together with interest. All other terms of the notes are identical to those issued in 2011. To date, none of the notes or accrued interest has been converted into units. In connection with these notes, the Company paid a total of $12,600 in finder’s fees.

	During the year ended November 30, 2009, the Company issued convertible notes (the “note” or “notes”) in the aggregate amount of $847,405 which are due and payable between March 2, 2011 and October 23, 2011, together with interest. All other terms of the notes are identical to those issued in 2011. In connection with these notes, the Company paid a total of $35,873 in finder’s fees. During the six months ended May 31, 2011, $150,000 of these convertible notes and $38,160 of accrued interest were converted into 1,881,600 units of the Company (refer to Note 7 a) i)).

	During the year ended November 30, 2008, the Company issued a convertible note (the “note”) in the aggregate amount of $100,000 due and payable on October 31, 2010 together with interest. All other terms of the note are identical to those issued in 2011. The holder of the note agreed to extend the term of the note for one year, to October 31, 2011. To date, none of the note or accrued interest has been converted into units.

F-12

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

4.	CONVERTIBLE NOTES (Continued)

	In accordance with the provisions of ASC 470-20, Debt, the Company recognized the value of the embedded beneficial conversion feature of $29,412 in connection with the 2008 note, $250,843 in connection with the 2009 notes, $75,242 in connection with the 2010 notes, and $224,916 in connection with the 2011 notes. The fair value of the embedded beneficial conversion feature was estimated to be the difference between the issue date fair value and face amount of the debt with the fair value of the debt being determined on a relative fair value basis, based on the underlying estimated fair values of the common shares and share purchase warrants issuable on conversion. The embedded beneficial conversion feature was recorded as a credit to additional paid-in capital. The resulting debt discount and finders’ fees are being accreted over the term of the note using the effective interest amortization method. In the event of conversion of the note, the proceeds will be allocated proportionately to the share purchase warrants issued and to the common shares issued, consistent with the original allocations between their debt and equity components. To May 31, 2011, the Company has recorded accretion of $341,778 (November 30, 2010: $226,729) and accrued interest of $284,180 (November 30, 2010: $193,669).

5.	LOANS PAYABLE

	The Company was indebted as at May 31, 2011 for short term, unsecured loans totaling $1,533,592 (November 30, 2010 - $1,864,005).

	-	$705,792 of that total (November 30, 2010: $654,292) is non-interest bearing, and with no specific terms of repayment. That includes $51,500 (November 30, 2010: $377,414) due to officers and directors or companies controlled by individual directors. The amount due to officers and directors or companies controlled by individual directors at November 30, 2010 was interest bearing.
	-	The Company reached agreements during the six month period ended May 31, 2011 with officers and directors or companies controlled by directors to settle $328,914 of loan principal, plus accrued interest totaling $105,149, and other fees and expenses owing totaling $1,180,663 in exchange for 5,002,126 restricted shares of common stock. The shares have not yet been issued and their estimated fair value of $742,065 is included in Shares To Be Issued.
	-	$827,800 (November 30, 2010: $832,300) is unsecured, bearing interest at 10% per annum on $822,800 with no specific terms of repayment, and 12% per annum on $5,000 which is expected to be exchanged for convertible debt in the period ending August 31, 2011.
	-	To May 31, 2011, the Company has recorded accrued interest of $219,233 (November 30, 2010 - $283,385) which is included in Accounts Payable.

6.	NON-CONTROLLING INTERESTS

	For the six month period ended May 31, 2011, the Company recorded net income attributable to a non- controlling interest of $1,214 (2010 loss: $13,910). The non-controlling interest is the 20% of the Company’s South African subsidiary that is not owned by the Company. That subsidiary was inactive during the period ended May 31, 2011 and is to be wound up.

F-13

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

7.	CAPITAL STOCK

	a)	Common Stock

	During the six month period ended May 31, 2011, the Company:

		i)	Issued 1,881,600 shares on conversion of convertible debt and accrued interest totaling $188,160 into 1,881,600 units with each unit comprised of one common share and one warrant to acquire a further share on payment of $0.25, exercisable for two years.

		ii)	Issued 250,000 shares in connection with consulting services provided to the Company. The estimated fair value of the common shares was $35,000 which was expensed in the period.

		iii)	Reached agreements with certain lenders during the period to settle $328,914 of loan principal, plus accrued interest totaling $105,149, and other fees and expenses owing totaling $1,180,663 in exchange for 5,002,126 restricted shares of common stock. The shares have not yet been issued and their estimated fair value of $742,065 is included in Shares To Be Issued.


	b)	Stock Options

The Company has a stock option plan that provides for the issuance of options to its directors, officers, employees and consultants. The number, exercise price, term and vesting conditions of the options are determined by the board of directors. The maximum number of shares of the Company available for grants of stock options under the current plan was initially 10,000,000 common shares. To May 31, 2011, 4,549,850 options (November 30, 2010: 4,549,850) had been issued under this plan, leaving 5,450,150 available to be issued. During the six month period ended May 31, 2011, the Company did not grant any stock options and recorded $Nil (November 30, 2010: $132,767) in stock-based compensation expense for options granted in prior years, while 800,000 options expired during the period without being exercised.

During the year ended November 30, 2010, the Company did not grant any stock options but recorded $132,767 in stock-based compensation expense for options granted in prior years. Of that amount, $710 related to options issued in 2009, $72,757 was in connection with options issued in 2008, and $59,300 was expense related to the final vesting of options issued in 2007.

The following table provides certain information with respect to the above stock options that are outstanding and exercisable at May 31, 2011:

	STOCK	STOCK	WEIGHTED
	OPTIONS	OPTIONS	AVERAGE
	ISSUED	OUTSTANDING	REMAINING
EXERCISE	AND	AND	CONTRACTUAL
PRICE	OUTSTANDING	EXERCISABLE	LIFE
$ 0.20	2,760,000	2,760,000	0.64 years
$ 0.20	675,000	675,000	0.69 years
	3,435,000	3,435,000

F-14

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

7.	CAPITAL STOCK (Continued)


	b)	Stock Options (Continued)

The Company’s stock option activity for the six month period ended May 31, 2011 and the year ended November 30, 2010 was as follows:

					WEIGHTED
				WEIGHTED	AVERAGE
	NUMBER			AVERAGE	REMAINING
	OF			EXERCISE	CONTRACTUAL
	OPTIONS			PRICE	LIFE
Balance outstanding, November 30, 2009	5,550,000		$	0.39	1.58 years
Expired during the year	(1,315,000	)		0.80
Balance outstanding, November 30, 2010	4,235,000			0.26	1.00 year
Expired during the period	(800,000	)		0.50
Balance outstanding, May 31, 2011	3,435,000		$	0.20	0.65 years

As at May 31, 2011, the aggregate intrinsic value (“AIV”) under the provisions of ASC 718, Compensation-Stock Compensation, of all outstanding, vested stock options was $NIL and the AIV of options exercised during the period ended May 31, 2011 was $NIL.

Share Purchase Warrants

The Company’s share purchase warrant activity for the six month period ended May 31, 2011 and the year ended November 30, 2010 was as follows:

					WEIGHTED
	NUMBER OF			WEIGHTED	AVERAGE
	SHARE			AVERAGE	REMAINING
	PURCHASE			EXERCISE	CONTRACTUAL
	WARRANTS			PRICE	LIFE
Balance, November 30, 2009	1,326,471		$	1.49	1.13 years
Balance, November 30, 2010	1,326,471			1.49	0.13 years
Granted during the period	1,881,600			0.25
Expired during the period	(1,176,471	)		1.50
Balance, May 31, 2011	2,031,600		$	0.33	1.76 years

F-15

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

7.	CAPITAL STOCK (Continued)

Restricted Common Shares in Escrow


	In accordance with the terms of the First Amendment to the Program Agreement with Aera Energy LLC (“Aera”) (see Note 3), respecting the biomass-fueled steam generation project, the Company issued twenty million of its restricted common shares, with Aera’s name as beneficial owner, to be held in escrow. The shares, or some portion of the shares, were only to be released to Aera if Global Greensteam LLC failed to pay on a timely basis an early termination fee as defined in the Amendment, should it be required, and Aera exercised its option in those circumstances to take possession of the shares. The Amendment and the escrow agreement provided for the eventual return to the Company of all of the shares placed in escrow in the event that no early termination fee is required. Under the terms of the escrow agreement, neither the Company nor Aera have voting or dispositive powers for the shares while they are in escrow. Therefore the shares are not included in the total issued and outstanding shares presented or in the determination of the weighted average number of shares outstanding.

	As detailed in Note 3, the First Amendment to the Program Agreement has been replaced and superseded in its entirety by a Second Amendment to the Program Agreement. The Second Amendment includes no requirement for shares of the Company to be held in escrow in connection with the Program Agreement or for any other purpose. Therefore the Company expects to reach agreement with Aera to cancel the escrow agreement, remove the 20 million shares from escrow and have them cancelled.

8.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING

	During the six month period ended May 31, 2011, the Company carried out a number of transactions with related parties. These transactions were recorded at their exchange amount, which is the amount of consideration established and agreed to by the related parties. The following are related party transactions and amounts owing at May 31, 2011 that are not disclosed elsewhere in these financial statements: During the six month period ended May 31, 2011, the Company paid and/or accrued consulting fees to directors and officers of the Company in the amount of $89,071 (2010 - $268,988). During the six month period ended May 31, 2011, the Company paid or accrued $Nil (2010 - $34,134) in rent and administration fees to a company controlled by a significant shareholder of the Company. $Nil (November 30, 2010 - $1,334,101) was owing to related parties and is included in accounts payable and accrued liabilities. These amounts are unsecured, non-interest bearing, and have no specific terms of repayment. See also Note 5. During the six month period ended May 31, 2011, the Company entered into settlement agreements with directors and officers of the Company or with companies controlled by certain directors and officers. The Company agreed to issue 5,002,126 restricted common shares with an estimated fair value of $742,065 in settlement of loans totaling $328,914, accrued interest totaling $105,149, unpaid expenses totaling $77,114, unpaid consulting fees totaling $795,371, and unpaid rent and administrative services totaling $308,178 resulting in a gain on settlement of $872,661. The shares have not yet been issued and their estimated fair value is included in Shares To Be Issued.

F-16

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

9.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS

	Except as disclosed elsewhere in these consolidated financial statements, the Company had no commitments and contractual obligations at May 31, 2011. The following agreements which the Company had previously entered into with officers, employees and consultants were cancelled in the six month period ended May 31, 2011:

	i)	Effective February 1, 2007, and having a five year term with a privately held company controlled by an officer of the Company, to provide services of a Chief Executive Officer, as well as office premises for the Company in Europe. This agreement superseded an earlier agreement that was cancelled by mutual consent. The fees for providing the services were as follows:

			Base compensation of $11,030 (8,500 Euros) per month;
			Office rent of $1,560 (1,200 Euros) per month;
			$2,600 (2,000 Euros) monthly for European Social costs.
			An annual performance bonus of 1% of net profit;

		In addition, the Company granted the right to buy 4,250,000 shares of the Company at $0.00001. 4,250,000 shares were issued by January 31, 2008. The agreement may be terminated upon provision of 6 months notice by the Company or 60 days notice by the Chief Executive Officer. The Company reached agreement with the Chief Executive Officer to cancel this contract. The cancellation was included as part of a debt settlement agreement completed in May, 2011 and an ongoing agreement has yet to be determined.

	ii)	On September 18, 2007, effective from May 1, 2007, for the services of a Chief Operating Officer. The agreement has a five year term and includes base annual compensation of $96,000 plus $12,000 annually for providing a serviced office, and $48,000 annually for marketing and communication services. All amounts are payable monthly. The contract may be terminated upon six months notice. The Company reached agreement with the Chief Operating Officer to cancel this contract. The cancellation was included as part of a debt settlement agreement completed in May, 2011 and an ongoing agreement has yet to be determined.

	iii)	Effective February 1, 2008, with a four year term for the provision of services of a Corporate Secretary by a consulting firm that is owned and controlled by a director of the Company. The agreement includes base compensation of $6,500 per month, plus applicable tax. The agreement may be terminated by either party upon thirty days written notice. In the event of termination upon a change of control, the consulting firm is entitled to severance compensation equal to twelve months of base compensation. This replaced a previous agreement which had expired. The Company reached agreement with the consulting firm to cancel this contract. The cancellation was included as part of a debt settlement agreement completed in February, 2011 and an ongoing agreement has yet to be determined.

F-17

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

9.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Continued)

	iv)	Effective February 1, 2008, with a four year term for the provision of services of a corporate consulting firm which is owned and controlled by a director of the Company. The agreement includes base compensation of $2,500 per month, plus applicable tax. The agreement may be terminated by either party upon thirty days written notice. In the event of termination upon a change of control, the consultant is entitled to severance compensation equal to twelve months of base compensation. This replaced a previous agreement which had expired. The Company reached agreement with the consulting firm to cancel this contract. The cancellation was included as part of a debt settlement agreement completed in May, 2011 and an ongoing agreement has yet to be determined.

	v)	Effective May 1, 2008, for the provision of services of a General Manager for its subsidiary, Global Green Solutions Pty Ltd. The agreement has a three year term ending April 30, 2011 and may be terminated on three months notice. Compensation under this agreement is comprised of a base fee of $81,600 annually, payable monthly, and an option to acquire 100,000 restricted common shares at $0.00001, vesting immediately. 100,000 shares were issued in the year ended November 30, 2008. The Company reached agreement with the General Manager in February, 2011 to cancel this contract. The agreement will not be replaced as the cancellation is part of a wind-up of the Company’s South African subsidiary which is expected to be completed in the third calendar quarter of, 2011.

	vi)	Effective January 1, 2009, with a three year term for the services of a Chief Financial Officer. The agreement includes base compensation of $8,000 per month, plus applicable tax. The agreement may be terminated upon six months notice by the Company. The Company reached agreement with the Chief Financial Officer to cancel this contract. The cancellation was included as part of a debt settlement agreement completed in May, 2011 and an ongoing agreement has yet to be determined.


10.	NON-CASH INVESTING AND FINANCING ACTIVITIES

The Company recorded non-cash finance costs as follows:

		Six Month
		Period Ended May 31
		2011		2010
Amortization of the intrinsic value and/or beneficial
conversion feature of the convertible notes	$	115,049	$	73,086

During the six month period ended May 31, 2011 the Company:

	i)	Recognized the value of the embedded beneficial conversion feature of $224,916 in respect of convertible notes totaling $765,616.

	ii)	Agreed to issue 5,002,126 restricted common shares with an estimated fair value of $742,065 in settlement of certain unpaid fees, expenses, loans, and accrued interest totaling $1,614,726 resulting in a gain on settlement of $872,661. The shares have not yet been issued and their estimated fair value above is included in Shares To Be Issued. See Note 8.

F-18

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

10.	NON-CASH INVESTING AND FINANCING ACTIVITIES (Continued)

	During the six month period ended May 31, 2010 the Company:

	i)	Recognized the value of the embedded beneficial conversion feature of $56,000 in respect of convertible notes totaling $180,000.

	ii)	Issued, in connection with three consulting agreements, 750,000 shares with a fair value of $78,750, all of which had been expensed in the year ended November 30, 2009 and recorded as Shares To Be Issued at that date.

	iii)	Issued 75,000 shares with a fair value of $8,438 in connection with a consulting agreement, $4,500 of which was expensed in the period and $3,938 of which was expensed in the year ended November 30, 2009 and included in Shares To Be Issued at that date. A further 187,500 shares with a fair value of $21,151, which was expensed in the period, were issuable at May 31, 2010 and included in Shares To Be Issued. Those shares were issued in July, 2010.

11.	FAIR VALUE OF ASSETS AND LIABILITIES

	Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. U.S. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820-10 Fair Value Measurements also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

	Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt and equity securities traded in an active exchange market, as well as U.S. Treasury securities.

	Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	Level 3 - Valuation is determined using model-based techniques with significant assumptions not observable in the market.

	Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company has no assets or liabilities subject to recurring measurement.

F-19

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

11.

FAIR VALUE OF ASSETS AND LIABILITIES (Continued)

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

For assets measured at fair value on a nonrecurring basis, the following table provides the fair value measures by level of valuation assumptions used:

		Fair Value Measurement Using
		Level 1		Level 2		Level 3
Project Funding Advances
May 31, 2011	$	-	$	-	$	8,856,173
November 30, 2010	$	-	$	-	$	8,446,766

Fair Value of Financial Instruments

The following table reflects the fair value of financial instruments:

			May 31, 2011				November 30, 2010
			Carrying		Estimated		Carrying		Estimated
	Level		Amount		Fair Value		Amount		Fair Value
Financial Assets:
Cash	1	$	2,178	$	2,178	$	140,509	$	140,509
Amounts receivable	1		30,954		30,954		12,837		12,837
Financial Liabilities:
Accounts payable and accrued liabilities	1		1,374,359		1,374,359		2,604,886		2,604,886
Convertible notes	3		1,515,913		1,515,913		1,010,164		1,010,164
Loans payable	1		1,533,592		1,533,592		1,864,005		1,864,005

Due to the relatively short term nature of cash, amounts receivable, accounts payable and accrued liabilities, and loans payable, the fair value of these instruments approximates their carrying value. Convertible notes are recorded at estimated fair value on issue and at amortized cost on an ongoing basis. The carrying amount of the Company’s convertible debt approximates the fair value.

12.

SEGMENTED INFORMATION

The Company follows ASC 280, Segment Reporting, and currently has one reportable segment in the development of renewable energy technologies, being a biomass-fueled steam generation technology.

The Company is developing and marketing its Greensteam^TM technology through its demonstration project in California. The technology is designed to converts biomass (primarily wood and crop waste) to low-cost steam with an extremely low emissions profile and high conversion efficiency. The steam is intended to be used for industrial purposes, to generate electrical power, or for distributed heating. One contract is in the early commercial stage in the United States, and other project opportunities are being developed.

F-20

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

12.

SEGMENTED INFORMATION (Continued)

Financial information for the each segment is presented in the following table. The accounting policies of each reportable segment are the same as those of the consolidated company, as described in Note 2, Summary of Significant Accounting Policies. The corporate and other category includes unallocated corporate costs related to being a publicly traded company and other head office costs.

		Six Months Ended May 31
		2011			2010
Operating Loss (Gain):
Biomass-fueled steam generation project	$	994,922		$	4,121,786
Other		(1,695	)		24,383
Total reportable segments		993,227			4,146,169
Corporate and other		(345,324	)		994,812
Total operating loss	$	647,903		$	5,140,981

	The Company’s long-lived assets, including additions to equipment and depreciation, relate mainly to project design, computer and control systems which are predominately located in the United States.

13.	SUBSEQUENT EVENTS

	The Company entered into an agreement on June 27, 2011 to sell its Greensteam^TMdemonstration system located near Bakersfield, California (the “System”). The Company will receive $400,000 in return for the System and 1,000,000 restricted shares of its common stock. To date, $256,500 has been received and the shares have not been issued. The Company expects to receive the balance before the end of July, 2011. The agreement provides for the following:

		The Company retains the exclusive use of the System until June 30, 2012 if required, for ongoing testing and development of its Greensteam process and technology.

		At any time on or before December 31, 2011, the Company has the option to repurchase the System from the purchaser (the “Buy-Back Option”) for the sum of $400,000.

		If the Buy-Back Option is not exercised:

		1.	The purchaser will assume the Company’s obligations in the Program Agreement dated March 31, 2008 between Aera Energy LLC and Global Greensteam LLC to remove the System from the current site when the Company’s use of the System is completed, which is currently expected to be in mid- 2012; and

		2.	The Company shall grant to the purchaser a non-exclusive license (the “License”) to use the technology relating to the Company’s Greensteam process with, and only with, the System. The License is not transferrable without the Company’s written consent.

F-21

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED MAY 31, 2011 AND 2010
(Unaudited)
(Stated in U.S. Dollars)

13.

SUBSEQUENT EVENTS (Continued)

Management has evaluated subsequent events and the impact on the reported results and disclosures and has concluded that no other significant events require disclosure as of the date the interim consolidated financial statements were issued.

F-22

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

Forward Looking Statements.

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

the uncertainty of future revenue and profitability based upon our current financial condition and history of losses;
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned projects; and
other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

We are not aware of any events or circumstances that occurred during the period ended May 31, 2011 that are reasonably likely to cause actual results to differ materially from material forward looking information in our Corporate Presentation on our website, for a period covered in that presentation that is not yet complete.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, the “Company” and “Global Green” means Global Green Solutions Inc. and its subsidiaries, unless the context clearly requires otherwise.

Business Operations

Global Green Solutions Inc. is currently a development stage company and is devoting all of its efforts to establishing the Greensteam^TM process and technology for the production of industrial process steam and heat (“Greensteam^TM”) through its subsidiary, Global Greensteam LLC (“Greensteam”).

Greensteam is developing and marketing its process to convert biomass (primarily wood and crop waste) to low-cost steam. Utilizing the Greensteam^TM process is projected to provide steam at lower cost than if it was produced by a system fueled with natural gas. The steam can be used for industrial purposes or for combined heat and power applications. The process promises high thermal conversion efficiency and minimal air pollution, and can utilize a wide range of biomass fuels. One contract is in the early commercial stage in the United States and other project opportunities are being explored in Europe.

The Greensteam^TM process consists of a fuel receiving, handling, and preparation system, up to ten Greensteam^TM advanced biomass to steam energy conversion units and a steam turbine generator (electricity generation option). The fuel receiving, handling and preparation system receives biomass fuel, removes contaminants and sizes the product for common storage. The energy contained in the biomass is converted to steam energy in the Greensteam^TM advanced biomass energy conversion unit. If electricity is a required output, a steam turbine generator converts the steam pressure energy into electrical power, with the remaining heat energy available as industrial process steam or hot water heat. The heart of Greensteam’s uniqueness and source of intellectual property is in the advanced energy conversion unit. Patents have been applied for both for the overall process and the burner.

Greensteam^TM is specifically designed to utilize a wide range of “waste” biomass fuels from agricultural, forest, and municipal sources including:

Orchard and forest waste wood residues;
Sawmill and pulp and paper mill waste;
Industrial and commercial wood waste;
Urban wood waste;
Energy crops;
Farm animal manures; and
Agricultural crop residues

We entered into a Program Agreement with Aera Energy LLC (“Aera”), a California oil and gas company on March 31, 2008, a First Amendment to the Program Agreement, effective October 22, 2008, and a Second Amendment to the Program Agreement effective November 24, 2009. The Program Agreement provides for a demonstration unit which will use Greensteam’s waste-to-steam process technology to burn waste biomass to create steam, to be built in an Aera oilfield. Upon successful operation of the demonstration unit, the Program Agreement provides that up to ten commercial scale units could be built. Each of these units is expected to consume approximately 75 thousand tons of biomass per year and generate 80 MMBTU per hour. If the demonstration unit and commercial scale units are successful Aera is expected to use the steam in its enhanced oil recovery operations, replacing an equivalent amount of natural gas fired steam generation.

Construction of the demonstration plant commenced in January, 2010 at Aera’s Belridge oilfield, near Bakersfield, California and was completed in June, 2010 at a cost of approximately $9 million. Testing and system refinements have continued since then, in preparation for meeting the Specific Test Requirements in the Program Agreement. In December, 2010, the demonstration plant achieved full steam generation capacity of approximately 5.8 MW (thermal), operating exclusively on residual woody agricultural biomass fuel. The steam was supplied to Aera for its enhanced oil recovery operations. Extensive process adjustments were then undertaken which significantly improved Greensteam performance, culminating in a resumption of steam generation in June 2011, utilizing 100% biomass fuel and running for over 24 hours. Operations included simultaneous preparation and waste heat drying of the fuel being consumed, which is a key element of the Greensteam process.

The next key milestone is completion of a 30 day continuous performance test as specified in the Program Agreement. The test is designed to confirm the ability of Greensteam^TM to reliably and safely produce steam meeting Aera specifications from locally derived biomass, specifically by demonstrating:

Long-term operability by running the test unit for a minimum of 540 hours out of any continuous 720 hour period;
NOx reduction, particulate reduction, other emissions reduction, and waste management by complying with the experimental permit; and
An acceptable steam product by generating 750 barrels of steam per day at specified quality and pressure.

A successful test should trigger Aera’s agreement to proceed with the full scale project. We expect the completion of this 30 day test in the third calendar quarter of 2011. Following that, the 1.25 MW electrical equivalent demonstration plant will provide process and air emissions data to enable optimization for performance and final air emissions permit approval for full scale units.

Expenditures incurred in connection with the steam generation project and charged to project development costs in the six month period ended May 31, 2011 totaled $994,922 (2010: $4,121,786). The higher level of costs in 2010 was due to construction which was being completed at that time, whereas equivalent 2011 costs included operations only. As of May 31, 2011, $8,691,918 (November 30, 2010 - $8,307,217) had been received from Aera under the terms of the Second Amendment.

Business Model

Our business model for Greensteam^TM is to license the proprietary technology to project partners who will build, own and operate plants in various geographic locations. We will provide engineering specifications for the project design and equipment, sourcing of core equipment components, engineering support in the application of the technology, and consulting support for obtaining the required permits, fuel supply, and energy sales agreements needed to ensure success of the project.

Greensteam^TM project partners will typically be project operating companies which own and operate one or more energy producing facilities, and include local project developers who typically own and operate a single project, energy service companies who operate multiple facilities for industrial and electrical utility energy production, industrial companies and electric utilities themselves, and large owner operator companies who own and operate multiple facilities across a wide geography.

Steam and electricity produced by a Greensteam^TM project is expected to be purchased under long term contracts (typically 10-20 years) by industrial companies, electric utilities or municipalities. When industrial companies purchase the energy, the projects will be located at their site. For a municipality or electric utility, the project will be located local to the biomass source or collection point.

We have targeted Europe and North America for initial project development activities and are currently focusing on the Western Americas and the UK, both areas being in the geographic “sweet spot” for public policy and availability of reliable energy purchasers.

Biomass to energy market outlook

Rapid renewable energy (RE) growth in Europe and North America is driven by government targets for RE electrical and heat production by 2020. Biomass to energy is an attractive RE solution because:

Sustainable and economical biomass supplies can provide the base load generation to meet the RE targets.
Biomass to energy technology currently available is proven for small to medium and large size generation capacity for industrial and commercial combined heat and power (CHP) facilities.
Distributed small-medium size biomass generation facilities built local to biomass supply sources are sustainable and economical.

Effect of Current Economic Conditions

Any decrease in the price of fossil fuels is a potential negative factor in regard to how investors may view our Greensteam projects. With Greensteam^TM, our expectation is that by 2012, when the first project earns revenue from selling steam, the price of fossil fuels will make the economics of the project favorable. The overall tightness of capital is a potential problem with respect to the ability of Greensteam^TM project partners to secure major project funding, as Greensteam^TM projects are capital intensive. We will initially concentrate on projects where either GHG or emissions compliance is a business-threatening issue and the owner has little choice in managing that threat.

Industry Trends

There is strong global interest in converting waste biomass to energy. In industrial applications, this is driven by the business need to reduce air pollutants and greenhouse gas emissions and as a cost reduction or hedge to natural gas prices. In utility applications, it is driven by Renewable Portfolio Standards (RPS) regulations mandating that a percentage of electricity is supplied from renewable sources. In the U.S. RPS regulations are currently at the state level, air pollutant regulations are at both the state and federal levels, and GHG regulations are at the state level and led by California and some of the Northeast states.

Results of Operations
		Three Months Ended May 31						Change
		2011			2010			Amount		Percentage
Revenue	$	-		$	-		$	-		-
Expenses	$	895,596		$	3,196,796		$	(2,301,200	)	(72%	)
(Gain) Loss on debt settlements		(747,895	)		-			(747,895	)	-
Net Income (Loss) - Non-controlling interests	$	1,254		$	(6,017	)	$	7,271		121%
Net Loss – Global Green Solutions	$	148,955		$	3,190,779		$	(3,041,824	)	(95%	)
Revenues

We recorded a net loss of $148,955 for the three month period ended May 31, 2011 and have an accumulated deficit of $35,356,653 since inception. We have had no operating revenues since our inception on June 10, 2003. We do not anticipate that we will generate any revenues during the period in which we are a development stage company. First revenues are expected to be from the Greensteam^TM project with Aera Energy LLC, starting in 2012 from engineering services to be provided on the first commercial scale unit.

Expenses – Three month period ended May 31, 2011 compared to the three month period ended May 31, 2010

Items with notable period over period differences are as follows:
		Three Months Ended May 31					Change
		2011			2010		Amount		Percentage
Consulting fees	$	106,434		$	131,853	$	(25,419	)	(19%	)
Finance charges	$	58,708		$	41,118	$	17,590		43%
Interest and bank charges	$	73,918		$	212,248	$	(138,330	)	(65%	)
Office and sundry	$	(1,448	)	$	22,734	$	(24,182	)	(105%	)
Professional fees	$	73,248		$	24,011	$	49,237		205%
Project development expenses	$	584,736		$	2,721,271	$	(2,136,535	)	(79%	)
Stock based compensation	$	-		$	43,561	$	(43,561	)	(100%	)
(Gain) Loss on debt settlements	$	(747,895	)	$	-		(747,895	)	-

Consulting fees decreased mainly due to no accrual being made in the current quarter for consulting fees for our South African subsidiary, compared to an accrual of $25,500 for the same quarter last year. The subsidiary was inactive in the current quarter and is to be wound up.
The increase in Finance charges resulted from an increase in accretion of charges on convertible debt, the face value of which was approximately $1,803,000 at the end of Q2 2011 compared to approximately $1,127,000 at the end of Q2 2010.
The decrease in Interest and bank charges was mainly due to accretion on advances from Aera Energy LLC being approximately $145,000 lower in Q2 2011 than Q2 2010. As a result of changes to certain estimates, no further accretion was recorded during the three month period ended May 31, 2011. Advances during the May 31, 2011 quarter were approximately $43,000, compared to approximately $2,330,000 in the same quarter in 2010. Those advances decreased year over year as the construction of the demonstration project and Aera’s funding of the project was completed.
Office and sundry decreased mainly due to no cost in 2011 for rent and administrative services, together with a foreign exchange gain in the current quarter.
Professional fees are considerably higher in the 2011 quarter than in 2010, however the six month year to date costs for 2011 compared to 2010 have only changed (decreased) by approximately 7%. The quarterly difference is mainly due to differences year over year in timing of billings for external accounting services and audit fees.
Project development costs decreased in Q2 2011 versus Q2 2010 due to the completion of construction of the Greensteam demonstration project in June 2010. Current project development costs are comprised of costs for the project site manager and team, site costs, and costs related to testing, development and modifications, but no construction.
Stock-based compensation was lower in Q2 2011 than Q2 2010 due to there being no options issued in the six months ended May 31, 2011 and all options issued in previous fiscal years were fully expensed by November 30, 2010.

Balance Sheet at May 31, 2011 compared to November 30, 2010

Items with notable period-end differences are as follows:
		May 31		November 30		Change
		2011		2010		Amount		Percentage
Cash	$	2,178	$	140,509	$	(138,331	)	(98%	)
Amounts receivable		30,954		12,837		18,117		141%
Accounts payable and accrued liabilities	$	1,374,359	$	2,604,886	$	(1,230,527	)	(47%	)
Convertible notes, net of discount	$	1,515,913	$	1,010,164	$	505,749		50%
Loans payable	$	1,533,592	$	1,864,005	$	(330,413	)	(18%	)
Project Funding Advances	$	8,856,173	$	8,446,766	$	409,407		5%
Additional Paid In Capital	$	21,310,087	$	20,435,348	$	874,739		4%
Shares to Be Issued	$	742,065	$	-	$	742,065		-
Share Purchase Warrants	$	193,816	$	620,500	$	(426,684	)	(69%	)

Cash decreased approximately $138,000 during the current period due to proceeds from convertible notes, loans, and project funding advances being less than the amount required to fund operations.

Accounts payable and accrued liabilities decreased mainly as a result of us reaching agreements with certain lenders during the six months ended May 31, 2011 to settle accrued interest owing of approximately $105,000, and other fees and expenses owing of approximately $1,181,000 in exchange for restricted shares of our common stock.
The increase in Convertible Notes resulted from the issuance of new notes with a face value of $765,616 during the six months ended May 31, 2011. A portion of the notes’ face value, representing the estimated value of the beneficial conversion feature, was allocated to additional paid-in capital.
Loans payable decreased primarily as a result of agreements being reached with certain lenders during the six months ended May 31, 2011 to settle approximately $329,000 of loan principal in exchange for restricted shares of our common stock.
Project funding advances received in the six months ended May 31, 2011 from Aera Energy LLC totaled $384,701. Accretion of $24,706 on these advances was recorded during the same period.
Additional Paid In Capital increased during the six months ended May 31, 2011 as a result of the following items: approximately $225,000 from recording the value of the embedded conversion feature in convertible notes that were issued; approximately $478,000 in connection with the expiry of Share Purchase Warrants; approximately $35,000 on the issue of 250,000 shares in connection with the provision of consulting services; and approximately $137,000 on the conversion of notes and accrued interest.
Shares To Be Issued increased due to agreements being reached with certain lenders during the six months ended May 31, 2011 to settle approximately $329,000 of loan principal, accrued interest owing of approximately $105,000, and other fees and expenses owing of approximately $1,181,000 in exchange for 5,002,126 restricted shares of common stock. The shares have not yet been issued and their estimated fair value of $742,065 is included in Shares To Be Issued.
The value of Share Purchase Warrants decreased by approximately $478,000 when 1,176,471 warrants with an exercise price of $1.50 expired and increased by approximately $51,000 when 1,881,600 warrants with an exercise price of $0.25 were issued during the six months ended May 31, 2011.

Liquidity and Capital Resources

Our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares, debt securities, loans, or the sale of project equity.

We estimate that we require $1.8 million to the end of December 2011 as follows:

We estimate that our funding requirement for public company administration and maintenance, investor and marketing communications, legal costs, and general management through December 31, 2011 will total approximately $0.3 million.
Costs related to the commercialization of the Greensteam technology and development of the Aera project, including the project management team, demonstration plant testing, permits, patent work, and commercial infrastructure development are estimated to total approximately $1.5 million to December 31, 2011.

We are still a development stage company and have not generated any revenues from our operations to date. We have no certainty that the cash flows necessary to meet the above requirements can be obtained from outside sources and we will have a serious liquidity issue until major funding is obtained that is sufficient to cover ongoing project development costs and corporate operating expenses. First revenues are expected to be from the Greensteam^TM project with Aera, starting in 2012, from engineering services provided on the first commercial scale unit. We will be dependent initially on a few projects to grow our business. While our objective will be to broaden that project base as soon as is practicable, we need to balance expansion against ensuring the success of initial Greensteam^TM projects. We are pursuing funding initiatives through a variety of sources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

A. Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company’s principal executive officer and principal financial officer evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, these officers concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, these disclosure controls and procedures were adequate to ensure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

B. Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in the Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Based on our evaluation under the framework in the Internal Control-Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting were effective as of May 31, 2011.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

C. Changes in Internal Control over Financial Reporting.

There were no changes in the Company’s internal control over financial reporting during the quarter ended May 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any current or pending legal proceedings as of the date of this quarterly report.

Item 1A. RISK FACTORS

There have been no material changes from the risk factors as previously disclosed in our annual report on Form 10-K for the year ended November 30, 2010 or in the Assumptions and Risks section of our Corporate Presentation on our website.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES

We had no sales of unregistered securities in the six months ended May 31, 2011 and subsequently, to the date of this report, that were not previously disclosed in our report on Form 10-Q for the quarter ended February 28, 2011.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.		Document Description

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 15^th day of July, 2011.

GLOBAL GREEN SOLUTIONS INC.
(the “Registrant”)

BY: Doug Frater
J. Douglas Frater, President and Principal Executive Officer,

BY: Arnold Hughes
        Arnold Hughes, Principal Accounting Officer, Principal
        Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.		Document Description

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.

GLOBAL GREEN SOLUTIONS INC. - FORM 10-Q - July 15, 2011

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GLOBAL GREEN SOLUTIONS INC. Reports