GREEN EARTH TECHNOLOGIES, INC - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - GREEN EARTH TECHNOLOGIES, INC	Financial_Report.xls
EX-32.1 - CERTIFICATION - GREEN EARTH TECHNOLOGIES, INC	getg_ex321.htm
EX-31.1 - CERTIFICATION - GREEN EARTH TECHNOLOGIES, INC	getg_ex311.htm
EX-31.2 - CERTIFICATION - GREEN EARTH TECHNOLOGIES, INC	getg_ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: DECEMBER 31, 2012

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 000-53797

GREEN EARTH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-0755102
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1136 Celebration Boulevard, Celebration, Florida 34747

(Address of principal executive offices)

(877) 438-4761

(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 þ No o

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 (Section 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 þ 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 definitions 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	þ
(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 o No þ

As of February 14, 2013, the issuer had a total of 156,037,965 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets at December 31, 2012 and June 30, 2012		3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2012 and 2011		4
	Condensed Consolidated Statement of Stockholders’ Deficit for the Six Months Ended December 31, 2012		5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2012 and 2011		6
	Notes to Condensed Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		22

Item 4.	Controls and Procedures		22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings		23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		23

Item 6.	Exhibits		23

SIGNATURES			24

PART I. FINANCIAL INFORMATION

GREEN EARTH TECHNOLOGIES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands, except share data)

	December 31, 2012			June 30, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	502		$	346
Trade receivables, less allowance of $8 and $10		305			640
Inventories, net		1,067			693
Deferred cost, related party		6,227			-
Prepaid expenses and other current assets		286			411
Total current assets		8,387			2,090
Property and equipment, net		40			51
Intangibles, net		1,026			1,119
Prepaid advertising		337			337
Total assets	$	9,790		$	3,597

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable		1,221			2,179
Accounts payable, related parties		1,985			1,338
Accrued expenses		1,125			1,024
Accrued expenses, related parties		366			460
Deferred revenue, related party		6,736			1,558
Notes payable, related party		2,480			1,600
Derivative liabilities		7,353			3,507
Total current liabilities		21,266			11,666
Secured convertible debentures, net of debt discount		1,250			438
Total liabilities		22,516			12,104

Commitments and contingencies

Stockholders’ deficit
Common stock, $0.001 par value, 300,000,000 shares authorized, 155,536,449 and 154,138,423 shares issued and outstanding, as of December 31, 2012 and June 30, 2012		156			154
Additional paid-in capital		60,801			60,048
Accumulated deficit		(73,683	)		(68,709	)
Total stockholders' deficit		(12,726	)		(8,507	)
Total liabilities and stockholders' deficit	$	9,790		$	3,597

See notes to condensed consolidated financial statements.

GREEN EARTH TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except share data)

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2011			2012			2011

Net sales	$	1,274		$	1,579		$	3,355		$	3,419

Operating expense:
Cost of sales (exclusive of depreciation and amortization)		1,185			1,251			2,948			2,877
Selling, general and administrative expenses		2,060			1,530			3,924			3,215
Stock-based compensation		248			978			495			1,970
Depreciation and amortization		52			52			104			105
		3,545			3,811			7,471			8,167

Loss from operations		(2,271	)		(2,232	)		(4,116	)		(4,748	)

Other income (expense):
Legal and settlement income		-			-			-			254
Change in revaluation of derivatives		(712	)		(1,117	)		743			(1,117	)
Loss on issuance of convertible debt		(589	)		(1,265	)		(589	)		(1,265	)
Interest expense, net		(775	)		(73	)		(1,012	)		(76	)

Loss from operations before income taxes		(4,347	)		(4,687	)		(4,974	)		(6,952	)

Income tax		-			-			-			-

Net loss	$	(4,347	)	$	(4,687	)	$	(4,974	)	$	(6,952	)

Basic and diluted net loss per common share	$	(0.03	)	$	(0.03	)	$	(0.03	)	$	(0.05	)

Basic and diluted weighted average common shares outstanding		155,125,000			151,963,000			154,731,000			151,542,000

See notes to condensed consolidated financial statements.

GREEN EARTH TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(Unaudited)

(in thousands, except shares data)

					Additional
	Common Stock				Paid		Accumulated
	Shares		Amount		In Capital		Deficit			Total


Balance at June 30, 2012		154,138,423	$	154	$	60,048	$	(68,709	)	$	(8,507	)
Private placement of common stock		976,855		1		189					190
Shares issued for interest		406,171		1		68		-			69
Stock-based compensation		15,000		-		496		-			496
Net loss		-		-		-		(4,974	)		(4,974	)
Balance at December 31, 2012		155,536,449	$	156	$	60,801	$	(73,683	)	$	(12,726	)

See notes to condensed consolidated financial statements.

GREEN EARTH TECHNOLOGIES, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six Months Ended December 31,
	2012			2011
Cash flows from operating activities
Net loss	$	(4,974	)	$	(6,952	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		104			105
Amortization of debt discount		812			63
Loss on issuance of convertible debt		589			1,265
Increase in allowance for inventory		8			-
Change in fair value of derivative liability		(743	)		1,117
Bad debt expense		-			(5	)
Stock-based compensation expense		496			1,970
Changes in assets and liabilities:
Accounts receivable		335			2,111
Inventories		(382	)		(21	)
Deferred cost, related party		(6,227	)		-
Prepaid expenses and other current assets		125			153
Accounts payable		(956	)		(1,516	)
Accounts payable, related parties		647			(1,346	)
Accrued expenses		168			(161	)
Accrued expenses, related parties		(94	)		623
Deferred revenue		5,178			368
Net cash used in operating activities		(4,914	)		(2,226	)

Cash flows from investing activities
Acquisition of equipment		-			(16	)

Net cash used in investing activities		-			(16	)

Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs		190			480
Proceeds from issuance of secured convertible debentures		4,000			2,250
Proceeds from notes payable, related party		1,900			-
Repayment of notes payable		(1,020	)		(520	)

Net cash provided by financing activities		5,070			2,210

Net Increase (decrease) in cash		156			(32	)
Cash and cash equivalent
Beginning of period		346			772
End of period	$	502		$	740

Supplemental information
Interest payments	$	-		$	-
Income taxes paid	$	-		$	7

Non-cash investing and financing activities
Interest paid in common stock	$	69		$	-

See notes to condensed consolidated financial statements.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

1.	SUMMARY OF BUSINESS AND BASIS FOR PRESENTATION

Organization and Business

Green Earth Technologies, Inc. and its wholly-owned subsidiary, GET Well! Inc., formally GET Manufacturing, Inc. (collectively, the “Company”), were each formed on August 7, 2007 under the laws of the state of Delaware. The Company, markets, sells and distributes environmentally safe lubricants, cleaning products and oil well service products. The Company’s product line crosses multiple channels including the automotive aftermarket, oil well services, marine and outdoor power small engine and cleaning markets. The Company sells to home centers, mass retail outlets, automotive stores, equipment manufacturers and over the Internet.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented.

Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The Company believes the disclosures are adequate to make the information presented not misleading.

These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the fiscal year ended June 30, 2012 included in the Company’s Annual Report on Form 10K filed in September 2012 (the “2012 Annual Report”).

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2012 Annual Report.

Liquidity and Going Concern

Due to the Company’s limited capital, recurring losses, negative cash flows from operations and the Company’s limited ability to pay outstanding liabilities, there is substantial doubt about its ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, assuming that the Company will continue as a going concern.

As reflected in the Company’s historical consolidated financial statements, the Company has recurring net losses and negative cash flow from operating activities. The Company also has a working capital deficit. The Company relies upon cash from financing activities to fund its ongoing operations as it has not been able to generate sufficient cash from operating activities and there is no assurance that it will be able to do so in the future.

The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

The Company plans to increase revenues in order to reduce, or eliminate, its operating losses. Additionally, the Company will attempt to raise capital from external sources or by selling stock under its agreement with Lincoln Park Capital Fund, LLC (“LPC”) in order to enable it to continue to meet its financial obligations until it achieves profitability or generates positive cash flow.

There can be no assurance that the Company will be able to achieve profitability or generate positive cash flow or raise additional capital, whether from the sale of equity, debt or convertible securities or otherwise, on favorable terms, or at all. Failure to obtain sufficient financing would have a substantial adverse effect on the Company’s business, operations and financial condition.

2.	INVENTORIES, NET

Inventories consist of the following:

	December 31, 2012		June 30, 2012
Raw materials	$	355	$	446
Finished goods		712		247
	$	1,067	$	693

Inventories are presented net of an obsolescence reserve of $904 and $925 at December 31, 2012 and June 30, 2012, respectively. During the period the Company recorded a direct write-off of $28 against the allowance for inventory disposed of previously reserved and increased the reserve by $8 for inventory remaining.

3.	DEFERRED COST, RELATED PARTY

During the three months ended December 31, 2012 the Company received $6,000 from Francesco Galesi (“Galesi”) for the purchase of well service products in anticipation of future sales by its E&B Green Solutions L.P. affiliate, both of whom are related companies. Neither company is expected to be the ultimate consumer of the merchandise. The Company did not recognize revenue during the three and six months ended December 31, 2012 because the transaction did not meet the revenue recognition criteria in accordance with generally accepted accounting principles. Therefore at the balance sheet date a deferred cost and corresponding deferred revenue account totaling approximately $6,227 and $6,000, respectively was recorded. When the related party purchaser ships the product to its anticipated third party all aspects of the contract will be recognized in the financial statements.

4.	INTANGIBLE ASSETS

Intangible assets consist of the following:

	December 31, 2012		June 30, 2012		Estimated Useful Lives
Purchased technology and exclusivity rights	$	2,550	$	2,550		7
Less: accumulated amortization		1,524		1,431
	$	1,026	$	1,119

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

Expected amortization of intangible assets is as follows:

2013	$	93
2014		186
2015		186
2016		186
2017		186
Thereafter		189
	$	1,026

Amortization expense included in depreciation and amortization totaled $47 for the three months ended December 31, 2012 and 2011, respectively. Amortization totaled $93 and $94 for the six months ended December 31, 2012 and 2011, respectively.

5.	ACCRUED EXPENSES

Accrued expenses consist of the following:

	December 31, 2012		June 30, 2012
Accrued payroll and taxes	$	470	$	537
Accrued interest		263		245
Accrued board of director fees		178		150
Accrued Sponsorship fees		131		-
Other		83		92
	$	1,125	$	1,024

Accrued expenses, related party consist of the following:

	December 31, 2012		June 30, 2012
Accrued interest	$	250	$	151
Accrued other		116		309
	$	366	$	460

6.	NOTES PAYABLE, RELATED PARTY

Notes payable, related party consists of the following:

	December 31, 2012		June 30, 2012
3.25 % Secured note – due June 30, 2013	$	80	$	100
6% Secured note, related party – due June 30, 2013		2,400		1,500
	$	2,480	$	1,600

3.25% Secured note

As of December 31, 2012 and June 30, 2012, accrued interest was $233 and $232, respectively.

6.0% Secured note, related party

The note is held be a related party and is secured by eligible accounts receivable and purchase orders. In September 2012, the interest rate was changed to 6% from 12% retro-active to January 1, 2012. As a result the Company recorded an adjustment of $75 to interest expense. As of December 31, 2012 and June 30, 2012 accrued interest of $183 and $128, respectively, was due on the note.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

7.	DERIVATIVE LIABILITY

Secured Convertible Debentures Conversion Option

The Debentures (as defined in note 7) are convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a conversion price of $0.17 per share (the “Conversion Price”). The Conversion feature provides for weighted average anti-dilution protection in the event that any shares of Common Stock, or securities convertible into Common Stock, are issued at less than the Conversion Price. The conversion feature was bifurcated from the Debenture and accounted for as a derivative liability in the accompanying condensed consolidated balance sheet.

The Company recognizes their derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss. The Company records the conversion feature as a liability based upon its fair value on each reporting date.

The table below summarizes the fair values of the Company’s financial liabilities:

	Fair Value at
	December 31,		Fair Value Measurement Using
	2012		Level 1		Level 2		Level 3
Derivative liability - Debentures	$	4,412	$	-	$	-	$	4,412
	$	4,412	$	-	$	-	$	4,412

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (Derivative liability - Debentures) for the periods ended December 31, 2012 and June 30, 2012:

	December 31, 2012			June 30, 2012
Balance at beginning of period	$	2,118		$	-
Additions to derivative instruments		2,824			2,207
Change in fair market value of the derivative liability		(530	)		(89	)
Balance at end of period	$	4,412		$	2,118

These instruments were valued using pricing models that incorporate the price of a share of Common Stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. The Company computed the fair value of the conversion feature using the Black-Scholes model.

The following are the key assumptions used in connection with this computation:

	December 31, 2012		June 30, 2012
Number of shares		36,765,000		13,235,000
Conversion Price	$	0.17	$	0.17
Volatility		120%		119%
Risk-free interest rate		0.27%		0.30%
Expected dividend yield		0%		0%
Life of Debentures (years)		2.0		2.5

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

Warrant Liability

In connection with the issuance of the Debentures, the Company issued warrants to purchase up to 18,382,000 shares of Common Stock (the “Warrants”). The Warrants are exercisable at any time on or before December 31, 2016 and have an exercise price of $0.21 per share (the “Exercise Price”).

The Warrants provide for weighted average anti-dilution protection in the event that any shares of Common Stock, or securities convertible into Common Stock, are issued at less than the Exercise Price. The Company accounts for the Warrants as derivative liabilities in the accompanying condensed consolidated balance sheet.

The Company recognizes its derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss.

The table below summarizes the fair values of the Company’s financial liabilities:

	Fair Value at
	December 31,		Fair Value Measurement Using
	2012		Level 1		Level 2		Level 3
Derivative liability - Warrants	$	2,941	$	-	$	-	$	2,941
	$	2,941	$	-	$	-	$	2,941

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (warrant derivative liability) for the periods ended December 31, 2012 and June 30, 2012:

	December 31, 2012			June 30, 2012
Balance at beginning of period	$	1,389		$	-
Additions to derivative instruments		1,765			1,308
Change in fair market value		(213	)		81
Balance at end of period	$	2,941		$	1,389

The Company computed the value of the warrants using the Black-Scholes model.

The following are the key assumptions used in connection with this computation:

	December 31, 2012		June 30, 2012
Number of shares underlying the Warrants		18,382,000		6,617,000
Exercise Price	$	0.21	$	0.21
Volatility		136%		151%
Risk-free interest rate		0.61%		0.67%
Expected dividend yield		0%		0%
Warrant life (years)		4.0		4.5

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

8.	SECURED CONVERTIBLE DEBENTURE, NET OF DEBT DISCOUNT

The Company realized gross proceeds of $6,250 ($2,250 and $4,000 in December 2011 and October 2012, respectively) from the sale of its 6.0% Secured Convertible Debentures, due December 31, 2014, in the aggregate original principal amount of $6,250 (the “Debentures”) and the Warrants to eight accredited investors (the “Investors”), respectively. Interest on the outstanding principal balance of the Debentures is payable quarterly in arrears in cash or shares of Common Stock at the discretion of the Company. The entire outstanding principal balance of the Debentures and the accrued but unpaid interest thereon is due upon the earlier of (i) the occurrence of an “event of default” (as defined in the Debentures) and (ii) December 31, 2014. The outstanding principal balance of the Debentures and all accrued but unpaid interest thereon may be converted at any time at the option of each Investor into shares of Common Stock at the Conversion Price. The Company may prepay the Debentures at any time without penalty upon ten business days prior written notice to the Investors provided there is, at that time, an effective registration statement covering the resale of the shares issuable upon conversion of the Debentures.

The Conversion feature provides for weighted average anti-dilution protection in the event that any shares of Common Stock, or securities convertible into Common Stock, are issued at less than the Conversion Price.

Secured convertible debentures, net of debt discount, consist of the following:

	December 31, 2012			June 30, 2012
Convertible Debentures	$	6,250		$	2,250
Debt discount ($6,250)		(5,000	)		(1,812	)
	$	1,250		$	438

The Company recorded an immediate loss on the issuance of the Debentures to the fair value of the conversion option and warrants exceeding the carrying value of the Debentures of approximately $589 and $1,265 for the six months ended December 31, 2012 and 2011, respectively, in the statement of operations. Total debt discount of $6,250 is being amortized over the life of the Debentures and is included in interest expense in the accompanying condensed consolidated statement of operations.

In connection with the issuance of the Debentures and the Warrants, the Company recognized deferred financing costs of $92. These costs are being amortized over the life of the Debentures. These costs are recognized under prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet.

9.	STOCKHOLDERS DEFICIT

Private Placements

During the six month period ended December 31, 2012, the Company sold 965,000 shares of Common Stock to LPC under the Purchase Agreement for aggregate gross proceeds of $200, offset by placement fees of $10. In connection with these purchases, the Company issued an additional 12,000 shares of Common Stock as commitment fees to LPC.

Other uses

For the six months ended December 31, 2012, the Company issued 406,000 shares of our common stock to pay accrued interest from April 1, 2012 to September 30, 2012 on the outstanding Debentures. The fair value of the shares in connection with this transaction totaled $69.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

10.	RELATED PARTY TRANSACTIONS

Inventek Colloidal Cleaners, LLC (“Inventek”)

The Company purchased inventory from Inventek totaling $6,358 and $421 for the three months ended December 31, 2012 and 2011, respectively, and $7,104 and $450 for the six months ended December 31, 2012 and 2011, respectively. As of December 31, 2012 and June 30, 2012, amounts due to Inventek were $679 and $572, respectively. As of December 31, 2012, Inventek beneficially owned approximately 7.2% of the Company’s issued and outstanding shares of Common Stock.

Marketiquette, Inc (“Marketiquette”)

The Company paid Marketiquette for marketing services a total of $137 and $186 for the three months ended December 31, 2012 and 2011, respectively, and $298 and $409 for the six months ended December 31, 2012 and 2011, respectively, which are included in selling, general and administrative expenses. As of December 31, 2012 and June 30, 2012, amounts due to Marketiquette were $63 and $284, respectively. The wife of the Company’s President is the president and a director of Marketiquette. As of December 31, 2012, Marketiquette beneficially owned approximately 5.1% of the Company’s issued and outstanding shares of Common Stock.

Techtronics Industries North America Inc. (“TTI”)

For the three months ended December 31, 2012 and 2011, approximately 23% and 42% of the Company’s revenues, respectively, were earned from TTI and for the six months ending December 31, 2012 and 2011, approximately 23% and 27% of the Company’s revenues, respectively, from TTI. As of December 31, 2012 and June 30, 2012, amounts due to TTI, included in accounts payable, were $1,243 and $670, respectively. As of December 31, 2012 and June 30, 2012 advances received from TTI for future sales of cleaning and performance products was $736 and $1,558, respectively. As of December 31, 2012 and June 30, 2012, amounts due to TTI, for the 6.0% secured note were $2,400 and $1,500, respectively, and additional amounts for accrued interest (See note 5.) As of December 31, 2012, TTI beneficially owned approximately 19.7% of the Company’s issued and outstanding shares of Common Stock.

Galesi

For the three months ended December 31, 2012 and 2011, approximately 0% and 44% of the Company’s revenues, respectively, were generated from companies owned or controlled by Galesi. For the six months ended December 31, 2012 and 2011, approximately 33% and 23% of the Company’s revenues, respectively, were earned from Galesi. As of December 31, 2012 and June 30, 2012, amounts due from these entities totaled $1 and $345, respectively. As of December 31, 2012 and June 30, 2012, the amounts due to these entities included $3,530 and $2,338 of derivative liability, respectively, and $746 and $314 for the Debentures, net of debt discount plus accrued interest, respectively. As of December 31, 2012, Galesi beneficially owned approximately 23.3% of the Company’s issued and outstanding shares of Common Stock. As of December 31, 2012 the Company received $6,000 from Galesi for future sales of well service products, which is included in deferred revenue, related party on the accompanying condensed consolidated statement of operations.

WRG1, LLC (“Raquet”)

Mr. Walter Raquet is a Director and a member of the audit committee. As of December 31, 2012 and June 30, 2012, the amounts due to Raquet included $1,470 and $0 of derivative liability, respectively, and $164 and $3 for the Debentures, net of debt discount plus accrued interest, respectively. As of December 31, 2012, Raquet beneficially owned approximately 7.9% of the Company’s issued and outstanding shares of Common Stock.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

11.	CONCENTRATIONS OF RISK

Cash

The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

Accounts Receivable

The following customers represent the majority of the Company’s sales for the six months ended December 31, 2012 and 2011, respectively, and accounts receivable for the six months ended December 31, 2012 and year ended June 30, 2012, respectively:

	December 31, 2012			December 31, 2011
Sales
Galesi entities		33	%		23	%
TTI		23	%		27	%
Menards		23	%		32	%

	December 31, 2012			June 30, 2012
Accounts Receivable
Galesi		-			54	%
VIP Discount Center		15	%		-
Walmart		46	%		33	%

Inventory and Accounts Payable

The Company purchases its performance products from Delta Petroleum Company (“Delta”), its cleaning products from Inventek and its power washer equipment products from TTI. The following is the Company’s inventory purchased from these vendors for the six months ended December 31, 2012 and year ended June 30, 2012, respectively, and accounts payable to these vendors for the six months ended December 31, 2012 and year ended June 30, 2012, respectively:

	December 31, 2012		June 30, 2012
Inventory Purchased
Inventek	$	7,104	$	1,119
Delta		1,927		4,956
TTI		885		973

	December 31, 2012		June 30, 2012
Accounts Payable
Inventek	$	679	$	572
Delta		866		1,593
TTI		1,243		670

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

Special Note About Forward-Looking Statements

Certain statements in Management’s Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”.) Since our common stock is considered a "penny stock" we cannot rely on the safe harbor for forward-looking statements within Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview of our Business

(All dollar amounts referred to herein are in thousands, except as otherwise indicated.)

We create, develop, market, sell and distribute an array of G-branded, environmentally-friendly, bio-based performance and cleaning products to the automotive aftermarket, outdoor power equipment, well service and marine markets. Our technology platform for manufacturing proprietary and innovative high performing “green” products whose primary brands, G-OIL® and G-CLEAN®, are the end result of company created or sourced intellectual property. Our ultimate biodegradable “green-base” replaces traditional petroleum and chemical derived bases typically associated with motor oils and other lubricants and cleaning solutions without compromising performance or value. We believe our products deliver comparable or superior performance at competitive prices, thus giving consumers the ability to “do their part” in protecting the environment without paying more to do so.

We sell the majority of our products directly to retailers and installers as well as through master distribution agreements with wholesalers and contractual arrangements with independent sales and marketing professionals. Our products are available at a number of national retail outlets and chain stores including Walmart, The Home Depot, Menards, ACE Hardware and Canadian Tire Corporation. We are actively pursuing relationships with other wholesalers, retailers and distributors to include additional major national consumer purchase locations in the household goods, automotive aftermarket, outdoor power equipment market, oil and gas market and marine market. Manufactured domestically under supply and requirement contracts, our proprietary environmentally preferred base oils are comprised of fatty acids procured from either plant and vegetable oils or animal fats.

During the three months ended December 31, 2012 we received $6 million from Francesco Galesi (“Galesi”) for the purchase of well service products in anticipation of future sales by its E&B Green Solutions L.P. affiliate, both of whom are related companies. Neither company is expected to be the ultimate consumer of the merchandise. We did not recognize revenue during the three and six months ended December 31, 2012 because the transaction did not meet the revenue recognition criteria in accordance with generally accepted accounting principles. Therefore at the balance sheet date a deferred cost and corresponding deferred revenue account totaling approximately $6,227 and $6,000, respectively was recorded. When the related party purchaser ships the product to its anticipated third party all aspects of the contract will be recognized in the financial statements.

Results of Operations

Three Months Ended December 31, 2012 and 2011

Our activities for the three months December 31, 2012 and 2011 included capital origination, product development, manufacturing, marketing and sales of our bio-degradable performance and cleaning products, development of mass market product distribution networks for the intended distribution of our products and development of an infrastructure to support the planned business and increasing of revenues.

Our results of operations are as follows:

	Three Months Ended December 31,
	2012			2011
Net sales	$	1,274		$	1,579
Loss from operations		(2,271	)		(2,232	)
Change in revaluation of derivatives		(712	)		(1,117	)
Loss on issuance of convertible debt		(589	)		(1,265	)
Interest expense, net		(775	)		(73	)
Net loss	$	(4,347	)	$	(4,687	)

Net Sales

Net sales for the three months ended December 31, 2012 were $1,274, primarily attributed to sales of G-CLEAN® pressure washing products and G-OIL® outdoor power equipment 4-cycle engine oils. Net sales for the three months ended December 31, 2011 were $1,579, primarily attributed to sales of G-CLEAN® oil well service products and G-OIL® outdoor power equipment 4-cycle engine oils. The decrease in net sales from 2011 to 2012 is a result of lower sales of the G-CLEAN® oil well service products, partially offset by higher sales of the G-CLEAN® pressure washing products.

For the three months ended December 31, 2012, approximately 88% of our sales were attributable to three customers, Menards, Inc., Techtronics Industries North America Inc. (“TTI”) and Walmart. For the three months ended December 31, 2011, approximately 95% of our sales were attributable to three customers, Galesi, TTI and Walmart.

Net sales are comprised as follows:

	Three Months Ended December 31,
	2012		2011
Performance products (oils)	$	612	$	595
Cleaning products	$	662	$	984
Total	$	1,274	$	1,579

Cost of Sales (exclusive of depreciation and amortization)

Cost of sales primarily consists of the cost of obtaining bio-based raw materials, additives and packaging components for performance and cleaning products; and fees paid to our affiliates and manufacturers. Cost of sales for the three months ended December 31, 2012 and 2011 were approximately $1,185, and $1,251, respectively. The decrease in cost of sales from 2011 to 2012 is primarily due to the decrease in net sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries and benefits, product development and testing fees, advertising and marketing expenses, public relations, insurance and fees for professional services. Selling, general and administrative expenses include the following:

	Three Months Ended December 31,
	2012		2011
Salaries	$	242	$	155
Selling, marketing, public relations and related		948		904
Development, product release and testing		164		125
Management and operating fees		87		96
Storage fees		323		-
Legal and professional		139		107
Occupancy, communications and all other, net		157		143
Total selling, general and administrative expenses	$	2,060	$	1,530

The increase in salaries is due to an increase in headcount. The increase in selling, marketing and public relations expenses reflects our decision to redirect dollars to support retailers who sell the “G” family of products. The storage fees are due to a significant charge for raw materials stored on behalf of our manufacturer. We are requesting reimbursement of these storage fees from our manufacturer.

Stock-based compensation

Stock-based compensation expense for the three months ended December 31, 2012 and 2011 was approximately $248 and $978, respectively. The decrease is due to April 2009 stock option grants becoming fully expensed in prior periods.

Depreciation and amortization

Depreciation and amortization expense totaled $52 for the three months ended December 31, 2012 and 2011, respectively. Depreciation charges totaled $5 for the three months ended December 31, 2012 and 2011, respectively, and amortization expense for intangible assets totaled $47 for the three months ended December 31, 2012 and 2011, respectively. Depreciation and amortization expense is excluded from cost of sales.

Change in revaluation of derivatives

The change in fair value of our derivative liabilities resulted in an unfavorable adjustment of $712 and $1,117 for the three months ended December 31, 2012 and 2011, respectively. The value of the derivative liabilities was determined using the Black-Scholes method.

Loss on issuance of convertible debt

We recorded a charge of $589 and $1,265 for the three months ended December 31, 2012 and 2011, respectively. The charge was in connection with the issuance of the secured convertible Debentures and associated warrants.

Interest expense, net

Net interest expense for the three months ended December 31, 2012 and 2011 was approximately $775 and $73, respectively. Interest expense consists of $625 in connection with the amortization of the debt discount on our outstanding 6.0% secured convertible debentures due December 31, 2014 (the “Debentures”), $91 in connection with the accrued interest on the outstanding Debentures, $51 for accrued interest on notes payable to related parties and $8 in connection with the deferred financing costs relating to the outstanding Debentures. Interest income, which was not significant, consists of interest earned on bank deposits and an institutional money market fund.

Six months ended December 31, 2012 and 2011

Our activities for the six months December 31, 2012 and 2011 included capital origination, product development, manufacturing, marketing and sales of our bio-degradable performance and cleaning products, development of mass market product distribution networks for the intended distribution of our products and development of an infrastructure to support the planned business and increasing of revenues.

Our results of operations are as follows:

	Six Months Ended December 31,
	2012			2011
Net sales	$	3,355		$	3,419
Loss from operations	$	(4,116	)	$	(4,748	)
Settlement income		-			254
Change in revaluation of derivatives		743			(1,117	)
Loss on issuance of convertible debt		(589	)		(1,265	)
Interest expense, net		(1,012	)		(76	)
Net loss	$	(4,974	)	$	(6,952	)

Net Sales

Net sales for the six months ended December 31, 2012 were $3,355, primarily attributed to sales of G-CLEAN® oil well service products, G-CLEAN® pressure washing products, G-OIL® outdoor power equipment 4-cycle engine oils and G-OIL® 5W-30 motor oil. Net sales for the six months ended December 31, 2011 were $3,419, primarily attributed to sales of G-CLEAN pressure washing equipment, G-CLEAN® oil well service cleaner, 4-cycle engine oil and G-OIL® 5W-30 motor oil. The decrease in net sales from 2011 to 2012 is a result of lower sales of the G-CLEAN® pressure washing products, partially offset by higher sales of G-CLEAN® oil well service products.

For the six months ended December 31, 2012 and 2011, approximately 79% and 82%, respectively, of our sales were attributable to three customers, Galesi, TTI and Menards, Inc.

Net sales are comprised as follows:

	Six Months Ended December 31,
	2012		2011
Performance products (oils)	$	1,429	$	1,171
Cleaning products	$	1,926	$	2,248
Total	$	3,355	$	3,419

Cost of Sales (exclusive of depreciation and amortization)

Cost of sales primarily consists of the cost of obtaining bio-based raw materials, additives and packaging components for performance and cleaning products; and fees paid to our affiliates and manufacturers. Cost of sales for the six months ended December 31, 2012 and 2011 were approximately $2,948 and $2,877, respectively.

Selling, General and Administrative Expenses

	Six Months Ended December 31,
	2012		2011
Salaries	$	488	$	310
Selling, marketing, public relations and related		2,093		1,976
Development, product release and testing		270		206
Management and operating fees		155		211
Storage fee		323		-
Legal and professional		303		235
Occupancy, communications and all other, net		292		277
Total selling, general and administrative expenses	$	3,924	$	3,215

Stock-based compensation

Stock-based compensation expense for the six months ended December 31, 2012 and 2011 was approximately $495 and $1,970, respectively. The decrease is due to April 2009 stock option grants becoming fully expensed in prior periods.

Depreciation and amortization

Depreciation and amortization expense totaled $104 and $105 for the six months ended December 31, 2012 and 2011, respectively. Depreciation charges totaled $11 and $12 for the six months ended December 31, 2012 and 2011, respectively, and amortization expense for intangible assets totaled $93 for the six months ended December 31, 2012 and 2011, respectively. Depreciation and amortization expense is excluded from cost of sales.

Settlement and legal charges

We recorded a gain on settlement of $254 for the six months ended 2011. The gain on settlement in 2011 was due to a settlement agreement regarding the payment of legal fees related to litigation that was settled in March 2011.

Change in revaluation of derivatives

The change in fair value of our derivative liabilities resulted in a favorable adjustment of $743 for the six months ended December 31, 2012 and an unfavorable adjustment of $1,117 for the six months ended December 31, 2011. The value of the derivative liabilities was determined using the Black-Scholes method.

Loss on issuance of convertible debt

We recorded a charge of $589 and $1,265 for the six months ended December 31, 2012 and 2011, respectively. The charge was in connection with the issuance of the secured convertible Debentures and associated warrants.

Interest expense, net

Net interest expense for the six months ended December 31, 2012 and 2011 was approximately $1,012 and $76, respectively. Interest expense consists of $813 in connection with the amortization of the debt discount on our outstanding Debentures, $129 in connection with the accrued interest on the outstanding Debentures, $55 for accrued interest on notes payable to related parties and $15 in connection with the deferred financing costs relating to the outstanding Debentures. Interest income, which was not significant, consists of interest earned on bank deposits and an institutional money market fund.

Seasonality

Although our various product lines are sold on a year-round basis, the appearance chemicals and outdoor power equipment markets are inherently seasonal. Seasonality impacts liquidity in that we generally record the majority of our annual retail sales in the quarters ending March and June.

Liquidity and Capital Resources

At December 31, 2012 and June 30, 2012, we had $502 and $346 in cash and an accumulated deficit of $73,683 and $68,709, respectively. At December 31, 2012 and June 30, 2012, we had a working capital deficit of $12,879 and 9,576, respectively.

Net cash used in operating activities was $4,914 and $2,226 for the six months ended December 31, 2012 and 2011, respectively. The increase from 2011 to 2012 was primarily due to an increase in accounts payable, partially offset by payments made to vendors in the six months ended December 31, 2012.

Net cash provided by financing activities was $5,070 and $2,210 for the six months ended December 31, 2012 and 2011, respectively. The increase in financing activities is primarily due to proceeds from the sale of the Debentures of $4,000 and the issuance of a note payable in the amount of $1,900, partially offset by a repayment of the note payable of $1,020. The net proceeds from our financing activities were used to support our expansion, including purchases from suppliers, advertising and increased infrastructure costs.

We currently have no material commitments for capital expenditures. Our capital requirements are not significant as the majority of our performance and cleaning products are outsourced to third party suppliers. In the foreseeable future, we will require capital for the growth of our business, including increases in personnel, sales and marketing, and purchasing finished goods to fulfill orders.

Losses from operations are continuing subsequent to December 31, 2012 and we anticipate that we will continue to generate losses from operations in the near future. Since inception, we have financed our operations by issuing securities (common stock and debt instruments) in various private placement transactions and from revenue generated by sales of our products.

On March 7, 2011, we signed a $15,000 Purchase Agreement with Lincoln Park Capital Fund, LLC (“LPC”), an accredited investor. At our sole discretion, over a 30-month period beginning on the effective date of the registration statement covering the sale of those shares, which was May 12, 2011, we can sell shares of common stock to LPC in amounts up to $50 per sale, subject to the satisfaction of certain conditions as set forth in the Purchase Agreement, up to the aggregate commitment of $15,000.

Under the Purchase Agreement, on any business day selected by us and as often as every two business days, we may direct LPC to purchase up to $50 worth of our common stock. The purchase price per share is equal to the lesser of:

●	the lowest sale price of our common stock on the purchase date; or

●	the average of the three lowest closing sale prices of our common stock during the 12 consecutive business days prior to the date of a purchase by LPC.

The purchase price will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the business days used to compute the purchase price.

The amount that we may sell to LPC as often as every two business days will increase as follows: (i) $75 if, on the purchase date, our share price is not below $0.40 per share; (ii) $150 if, on the purchase date, our share price is not below $0.60 per share; (iii) $150 if, on the purchase date, our share price is not below $0.90 per share; (iv) $250 if, on the purchase date, our share price is not below $1.50 per share. The price at which LPC would purchase these accelerated amounts of our stock will be the lesser of (1) the lowest sale price of our common stock on the purchase date and (2) the lowest purchase price (as described above) during the 10 consecutive business days prior to the purchase date.

During the six months ending December 31, 2012, we sold 965,000 shares of our common stock to LPC. Total aggregate gross proceeds from these sales were $200, offset by placement fees of $10. In addition, we issued an additional 12,000 shares of our common stock to LPC in connection with these sales as commitment fees. Total shares remaining to be purchased under the agreement are 16,160,000 shares.

During the six months ending December 31, 2012, we issued 406,000 shares of our restricted common stock to pay the accrued interest on the outstanding Debentures. The fair value of the shares in connection with this transaction totaled $69.

Debentures and Warrants

We realized gross proceeds of $6,250 ($2,250 and $4,000 in December 2011 and October 2012, respectively) from the sale of the Debentures and warrants to purchase up to 18,382,000 shares of our common stock (the “Warrants”) to eight accredited investors (the “Investors”) in private placement transactions. Interest on the Debentures is payable quarterly in arrears cash or equity at our discretion. The outstanding principal balance of the Debentures and all accrued but unpaid interest thereon may be converted, in whole or in part, at any time at the option of each Investor into shares of our common stock, based on an initial conversion price of $0.17 per share. The Debentures are due and payable on December 31, 2014. We may prepay the Debentures at any time without penalty or premium upon ten business day’s prior written notice to the Investors, provided there is, at that time, an effective registration statement covering the resale of the shares issuable upon conversion of the Debentures. The Warrants are exercisable at any time on or before December 31, 2016. The exercise price is $0.21. The number of shares issuable upon exercise of the Warrants equals 50% of the number of shares upon conversion of the $6,250 outstanding principal balance of the Debentures.

The Debentures and Warrants also provide for weighted average anti-dilution protection in the event that any shares of common stock, or securities convertible into common stock, are issued at less than the conversion or exercise price of the Debentures and Warrants, respectively, except in connection with the following issuances of our common stock, or securities convertible into common stock: (i) shares issuable under currently outstanding securities, including those authorized under stock plans, (ii) securities issuable upon the exchange or exercise of the Debenture or Warrants, or (iii) securities issued pursuant to acquisitions or strategic transactions.

Going Concern Consideration

Due to our limited amount of additional committed capital, recurring losses, negative cash flows from operations and our ability to pay outstanding liabilities, in their report for the fiscal year ended June 30, 2012 our independent auditors stated that there is substantial doubt about our ability to continue as a going concern. The consolidated financial statements included elsewhere in this report have been prepared in accordance with U.S. generally accepted accounting principles, assuming that we will continue as a going concern.

Since inception, we have incurred operating losses and negative cash flows from operations. As of December 31, 2012, we had an accumulated deficit of $73,683, with total stockholders’ deficit of $12,726. We had a working capital deficit of $12,879 at December 31, 2012.

We continue to have discussions regarding an investment in our Company with existing and potential new investors. Although we do not have any firm commitments, we intend to continue these discussions. Additionally, we believe revenues will increase as consumers learn of and experience the efficacy of our products. Increased revenues will reduce, or eliminate our operating losses and enable us to meet our financial obligations. However, there can be no assurances that we can attract new investment, increase revenues or attract new investment on terms acceptable to us. Failure to obtain sufficient financing would have substantial negative ramifications to our Company.

Contractual Arrangements

Significant contractual obligations as of December 31, 2012 are as follows:

			Amount Due in
Type of Obligation	Total Obligation		Less than 1 year
Facility Lease	$	107	$	74

Off Balance Sheet Arrangements

We have no material off balance sheet arrangements that are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures.

Summary of Critical Accounting Policies and estimates and new Accounting Pronouncements

For the six months ended December 31, 2012, there have been no new significant accounting policies or accounting pronouncements from those disclosed in our Annual Report on Form 10-K for the year ended June 30, 2012.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation under the supervision and with the participation of our management, including our President and our Chief Financial Officer, of effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report (the “Evaluation Date”.) Based on this evaluation, our President and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the Evaluation Date, to ensure that all material information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to them as appropriate, to allow timely decisions regarding required disclosure and that all such information is recorded, processed, summarized and reported as specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and can therefore only provide reasonable, not absolute, assurance that the design will succeed in achieving its stated goals.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2012 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in routine litigation incidental to our business. Further, product liability claims may be asserted in the future relative to events not known to management at the present time. Management believes that our risk management practices, including our insurance coverage, are reasonably adequate to protect against potential material product liability losses. We are not a party to any material legal proceeding not in the ordinary course of business at this time.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (ALL DOLLAR AMOUNTS ARE IN THOUSANDS)

In October 2012, we issued 205,000 shares of our common stock to pay the accrued interest on the outstanding Debentures with an aggregate fair market value of $35. The shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended pursuant to Section 4(2) thereof. An appropriate restrictive legend was imprinted on the back of each issued stock certificate.

ITEM 6. EXHIBITS

Exhibit Numbers		Description

31.1		Certification of President and Chief Marketing Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 *

31.2		Certification of Chief Operating Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 *

32.1		Certification of President and Chief Marketing Officer and Chief Operating Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS (1)		XBRL Instance Document

101.CAL (1)		XBRL Taxonomy Extension Schema Document

101.SCH (1)		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB (1)		XBRL Taxonomy Extension Label Linkbase Document

101.PRE (1)		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF (1)		XBRL Taxonomy Extension Definition Linkbase Document

_______________

*	Filed herewith.
(1)	Furnished with this report. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	GREEN EARTH TECHNOLOGIES, INC.

Date: February 14, 2013	By:	/s/ Jeffrey Loch
	Name:	Jeffrey Loch
	Title:	President and Chief Marketing Officer
		(Principal Executive Officer)

	By:	/s/ Greg D. Adams
	Name:	Greg D. Adams
	Title:	Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

GREEN EARTH TECHNOLOGIES, INC - FORM 10-Q - February 14, 2013

Attached files

GREEN EARTH TECHNOLOGIES, INC Reports