UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON, D.C.
20549





FORM
10-K


ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended June 30, 2010





Commission
File No. 333-160366





GREEN
CARBON TECHNOLOGIES CORP.


(Exact
name of registrant as specified in its charter)





Nevada
            None(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)





112
North Curry Street


Carson
City, Nevada 89703


(Address
of principal executive offices, zip code)





(702)
967-0698


(Registrant’s
telephone number, including area code)





Global
Cooling Technologies Corp.


(Former
name, former address and former fiscal year,


if
changed since last report)





Securities
registered pursuant to Section 12(b) of the Act:


None





Securities
registered pursuant to section 12(g) of the Act:


Common
Stock, $.001 par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes   ̈No  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.   Yes   ̈No  x





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 
xNo   ̈





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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files) Yes   ̈No   x





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer  
       ̈
            Accelerated filer  
       ̈
            Non-accelerated filer 
       ̈
            Smaller reporting company  
      x(Do not check if a smallerreporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes   xNo 
 ̈





At
December 31, 2009, the last business day of the Registrant’s most recently
completed second fiscal quarter, the aggregate market value of the voting common
stock held by non-affiliates of the Registrant (without admitting that any
person whose shares are not included in such calculation is an affiliate) was
approximately $6,666.60.  At October 10, 2010, there were
19,719,980shares of the
Registrant’s common stock, $0.00001 par value per share,
outstanding.  Effective July 27, 2010, the Registrant effected a
20-for-1 forward split of all of its 985,999 issued and outstanding shares of
common stock on such date.  At June 30, 2010, the end of the
Registrant’s most recently completed fiscal year, there were 985,999 shares of
the Registrant’s common stock, par value $0.00001 per share,
outstanding.





GREEN
CARBON TECHNOLOGIES CORP.


TABLE
OF CONTENTS





Page No.PART
      IItem 1.
                  Business
                  3Item 1A.
                  Risk
      Factors
                  7Item 1B.
                  Unresolved
      Staff Comments
                  7Item 2.
                  Properties
                  7Item 3.
                  Legal
      Proceedings
                  7PART
      IIItem 5.
                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  7Item 6.
                  Selected
      Financial Data
                  8Item 7.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  8Item 7A.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  9Item 8.
                  Financial
      Statements and Supplementary Data
                  F-1Item 9.
                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                  10Item 9A.
                  Controls
      and Procedures
                  10Item 9B.
                  Other
      Information
                  11Part
      IIIItem 10.
                  Directors,
      Executive Officers and Corporate Governance
                  12Item 11.
                  Executive
      Compensation
                  14Item 12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  15Item 13.
                  Certain
      Relationships and Related Transactions, and Director
      Independence
                  16Item 14.
                  Principal
      Accounting Fees and Services
                  16Part
      IVItem 15.
                  Exhibits
                  17Signatures
                  17




2




FORWARD-LOOKING
STATEMENTS





This
Annual Report on Form 10-K of Global Cooling Technologies Corp., a Nevada
corporation (the “Company”), contains “forward-looking statements,” as defined
in the United States Private Securities Litigation Reform Act of
1995.  In some cases, you can identify forward-looking statements by
terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”,
“intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or
“continue” or the negative of such terms and other comparable
terminology.  These forward-looking statements include, without
limitation, statements about our market opportunity, our strategies,
competition, expected activities and expenditures as we pursue our business
plan, and the adequacy of our available cash resources.  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.  Actual results may differ materially from the
predictions discussed in these forward-looking statements.  The
economic environment within which we operate could materially affect our actual
results.  Additional factors that could materially affect these
forward-looking statements and/or predictions include, among other things: the
Company’s need for and ability to obtain additional financing, the volatility of
real estate prices, and the exercise of the control by David Rendina, the
Company’s President and Chief Executive Officer, and Chairman of the Board
of Directors, other factors over which we have little or no control; and other
factors discussed in the Company’s filings with the Securities and Exchange
Commission (“SEC”).





Our
management has included projections and estimates in this Form 10-K, which are
based primarily on management’s experience in the industry, assessments of our
results of operations, discussions and negotiations with third parties and a
review of information filed by our competitors with the SEC or otherwise
publicly available.  We caution readers not to place undue reliance on
any such forward-looking statements, which speak only as of the date
made.  We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.





PART
I





ITEM
      1.
              BUSINESS





ORGANIZATION
WITHIN THE LAST FIVE YEARS





Global
Cooling Technologies Corp. was incorporated under the name “Global Cooling
Technologies Corp.” on July 3, 2008 under the laws of the State of
Nevada.  On July 26, 2010, the Company amended its Articles of
Incorporation to change its name from “Global Cooling Technologies Corp.” to
“Green Carbon Technologies Corp.”





We are
engaged in the business of acquiring, developing, and managing real and
intangible (intellectual) property related to the commercialization of
technology useful in the reduction or elimination of Greenhouse Gases (GHG’s).
David Rendina has served as President and Chief Executive Officer, and Secretary
of our company from July 3, 2008 to the current date.  No person other
than Mr. Rendina has acted as a promoter of The Company since our
inception.





IN
GENERAL





In order
to maximize profits, The Company is focused primarily on the acquisition and
development of intellectual property related to, and physical infrastructure
that supports, the commercialization of technological solutions that improve the
efficiency of industrial processes and reduce, or eliminate, the release of
Greenhouse Gases (GHG’s) to the atmosphere.





The
management of The Company believes that a business opportunity exists for
intellectual property  developers to profitably aggregate, by way or
purchase or license, intellectual property in the areas of technology related to
GHG mitigation. Unlike developers of software or communication technology,
developers of technological innovations that may be used to improve the
efficiency or mitigate the release of GHG’s, particularly those that involve
chemical and thermal processes, often require physical facilities that are
uniquely equipped  for  heavy industry and that possess the
necessary permits to demonstrate those technologies. We believe this is
especially applicable when those companies reach a stage of development when
they have completed the bench-top (prototype) proof of their concept, and need
to move to the pilot plant and pre-commercial demonstration of their
technology.


3


During
the pre-commercial demonstration stage, they often require access to
transportation infrastructure such as rail and trucking facilities, energy
infrastructure that provides physical connections that both accept and deliver
large quantities of electricity, and infrastructure that allows them to safely
store and process feed-stocks such as solid and liquid waste, coal, petroleum,
natural gas, and industrial chemicals. They may also require infrastructure that
provides them with adequate means to control gaseous emissions and properly
dispose of any liquid or solid waste.  Although some government
sponsored facilities, such as the Applied Process Engineering Laboratory (APEL)
incubator located in Eastern Washington State, are equipped to support this type
of heavy industrial development, facilities equipped in this way are generally
not available in typical business incubator developments.  Access to
these facilities where heavy industrial technologies can be demonstrated may be
a key determining factor to the successful commercialization of a new GHG
reducing technology.





In like
manner, in addition to typical technology commercialization business skills,
companies involved in GHG reduction technologies often require access to
business expertise that is uniquely applicable to this type of technology
development, such as expertise in Carbon Credits and Carbon Emissions Trading,
Alternate Energy support programs, and Green Energy Tax Incentives.





Global
Cooling Technologies believes that the assembly of business relationships,
synergistic intellectual property rights, and equitable profit sharing
mechanisms may generate profits for the Company.





The
Company plans to derive its income from three main sources: income from
companies interested in leasing space in its planned facilities, the sale of its
business and technological development services, and income derived from the
sale of rights to use intellectual property (patents, trademarks, trade secrets,
know-how) that the Company intends to acquire, develop and manage.  At
times, instead of cash payments, the company may elect to trade its products and
services for ownerships positions in real and/or intangible property and/or
companies that are developing technology.





MARKET





The
Company plans to market real and/or intangible property related to GHG discharge
mitigation. We anticipate that we will license rights to the intangible
property, lease space on the real property within a suitably equipped facility
to companies that develop GHG discharge mitigation technology, and provide
expertise on a fee for service basis to those companies.





On December 19, 2007,
United States President George Bush signed an addendum to the Environmental
Protection Act of 2005, titled the Energy Independence and Security Act of 2007
(EISA). As part of EISA, President Bush created a more aggressive Renewable Fuel
Standard (“RFS”) policy that will actualize by 2012 and reach 36 billion gallons
by 2022.





Under
EISA, all transportation fuels sold or introduced into commerce in the United
States, on an annual average basis, must contain at least the applicable volume
of renewable fuel, advance biofuel, cellulosic biofuel, and biomass-based
diesel.





The
management of Global Cooling Technology Corp. believes that it is likely that
regulation and support for renewable fuel use and the development of GHG
reduction technology is likely to continue and increase.  We also
believe that this will spur innovation. Precisely quantifying the value of these
innovations is difficult.  However, we anticipate that their value
will be significant, and that the need for facilities to demonstrate those
technologies and skills required to support GHG reduction technology will also
be significant.





We feel
that regulated industries will need to begin exploring available options
immediately if they are to meet applicable regulatory
mandates.  However, as of the date of this filing, we have yet to
procure any contracts with any vendors or potential customers.


4


DEVELOPMENT
PROGRAM AND ESTIMATED COST





Phase I
of the Company’s development program (technical and economic feasibility studies
of potential IP and real property acquisitions) was completed during the fiscal
year ended June 30, 2010.





Phases II
and III of the Company’s development program are as follows:





Phase
                      
                      Development Program
                      
                      Cost
                      
                      StatusPhase
      II
                      
                      Complete
      property purchase agreement, and develop detailed engineering and business
      operating contracts.
                      
                      $
                      8,900,000
                      
                      Expected
      to be completed in January 2012Phase
      III
                      
                      Final
      design and request for proposals from subcontractors and equipment
      manufacturers. Construction of facility and demonstration of GHG
      technology
                      
                      $
                      30,500,000
                      
                      Expected
      to be completed by Spring
2013





Any
permits necessary for conducting research and development or specific tests will
likely be acquired and maintained by contracted vendors. Seeing as how the
Company is at a development stage, any speculative costs on raw materials and
logistical concerns we believe is negligible at this time.





COMPETITION





Although
there are relatively few intellectual property aggregators and facility
providers involved in the field of GHG emission mitigation, the Company’s
competition in the general area of intellectual property acquisition and
incubator facility provision are typically well established and well
financed.  For example Intellectual Ventures LLC of Bellevue,
Washington is reported to employ 550 people, has acquired rights to
approximately 27,000 patents, and to have raised over $5 billion. Based on the
Company’s analysis of Intellectual Venture’s announced intellectual property
acquisitions, it is apparent that many of their technologies are related to
software and communication technologies, it is also apparent from their
announcements that they have acquired rights to alternative energy technologies
as well. Should Global Cooling find that it is in direct competition with a
company as well established and financed as Intellectual Ventures, we believes
that is unlikely that our business will prevail.





In like
manner, technology incubators such as the Applied Process Engineering Laboratory
(APEL) in Richland, Washington, often have strong support from government,
university, and community organizations.  They often have access to
subsidies and are not required to make a profit. Technology incubators are
typically focused on developing companies within a specific geographical region.
Should the Company decide to locate its facility within a region already served
by a facility as well supported and equipped as APEL, we believes that is
unlikely that our business will prevail.





RESEARCH
AND DEVELOPMENT EXPENDITURES





We have
not incurred any research expenditures since our incorporation.





BANKRUPTCY
OR SIMILAR PROCEEDINGS





There has
been no bankruptcy, receivership or similar proceeding.





REORGANIZATIONS,
PURCHASE OR SALE OF ASSETS





There
have been no material reclassifications, mergers, consolidations, or purchase or
sale of a significant amount of assets not in the ordinary course of
business.


5


COMPLIANCE
WITH GOVERNMENT REGULATION





We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the construction and operation of any
facility in any jurisdiction which we would conduct activities.





PATENTS
AND TRADEMARKS





We do not
own, either legally or beneficially, any patents or trademarks.





NEED
FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES





We are
not required to apply for or have any government approval for our product or
services.





FACILITIES





We
currently do not own any physical property or own any real or intangible
property.  Our current business address is 112 North Curry Street,
Carson City, Nevada 89703, which is the same address as our registered agent and
where we receive service of process. Our telephone number is (702) 967-
0698.





David
Rendina, our sole officer and director, works on Company business from a home
office located in Edmonds, Washington.  Management believes the
current arrangement is sufficient for its needs at this time. The Company
intends to lease its own offices at such time as it has sufficient financing to
do so.  Management believes the current premises are sufficient for its
needs at this time.





EMPLOYEES
AND EMPLOYMENT AGREEMENTS





We have
no employees or employee agreements.





On
February 14, 2010, Legacy Industries Inc. (“Legacy”), a company controlled by
David Rendina, our President and Director, was reimbursed an aggregate of
$15,950 for management services ($13,450) and office expenses ($2,500) provided
in support of the Company during the period September 8, 2009 to February 14,
2010.  Payment to Legacy was contingent on the Company raising an
aggregate of $75,000 from the sale the Company’s Common Stock, which was
achieved on February 10, 2010.  No further payments are due Legacy as
of June 30, 2010.





On
February 15, 2010, Legacy and their subcontractors completed a study and
submitted their final report on a piece property (the “Recomp Site”) identified
for potential acquisition by the Company; discussions with the owner are
ongoing.  Legacy was paid a fixed fee of $10,000 for their
services.





Also on
February 15, 2010, Legacy and their subcontractors completed a study and
submitted their final report on potential intellectual property (“IP”) in
support of the Company’s intended business (the “IP
Study”).  Subsequently, the Company has identified a selection of IP
for acquisition and discussions with the IP holders are
ongoing.  Legacy was paid a fixed fee of $10,000 for their
services.





On
November 19, 2009, Thomas E. Puzzo was elected Secretary of the
Company.  Prior to his election, Mr. Puzzo’s company the Law Offices
of Thomas E. Puzzo, PLLC, served as the Company’s legal counsel and continues to
serve as legal counsel to the Company.  Puzzo PLLC was paid $2,500 and
$2,500 for legal services provided to the Company during November and for the
period December 1, 2009 to February 28, 2010, respectively.





LEGAL
PROCEEDINGS





We are
not currently a party to any legal proceedings, and we are not aware of any
pending or potential legal actions.


6





ITEM
      1A.
            RISK
      FACTORS





As a
“smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information called for by this
Item.





ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS





None.





ITEM
      2.
            PROPERTIES





Our
current business address is 1802 North Carson Street, Suite 212, Carson City,
Nevada 8970.  Our telephone number is (775) 887-8853.  We
believe that this space is adequate for our current needs.





ITEM
      3.
            LEGAL
      PROCEEDINGS





We are
not currently involved in any legal proceedings and we are not aware of any
pending or potential legal actions.





ITEM
4.  (REMOVED AND RESERVED).





PART
II





ITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET
      INFORMATION





Our
shares of our common stock have never been quoted on any exchange or the
over-the-counter market.





HOLDERS





As of the
date of this report, there were approximately 39 holders of record of our common
stock.





DIVIDENDS





Historically,
we have not paid any dividends to the holders of our common stock and we do not
expect to pay any such dividends in the foreseeable future as we expect to
retain our future earnings for use in the operation and expansion of our
business.





RECENT
SALES OF UNREGISTERED SECURITIES





None.





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





We have
not established any compensation plans under which equity securities are
authorized for issuance.





PURCHASES
OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS





We did
not purchase any of our shares of common stock or other securities during the
year ended June 30, 2010.


7





ITEM
      6.
            SELECTED
      FINANCIAL DATA





As a
“smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information called for by this
Item.





ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this report.





Our
auditor’s report regarding our June 30, 2010 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business.





RESULTS
OF OPERATIONS





Years
Ended June 30, 2010 and 2009





We did
not earn any revenues during the years ended June 30, 2010 and
2009.





We
incurred operating expenses in the amount of $60,682 and $8,205 for the years
ended June 30, 2010 and 2009. Operating expenses for the year ended June 30,
2010, were comprised primarily of management and consulting fees payable to
Legacy Industries Inc.,  a company controlled by David Rendina, our
President Chief Executive Officer and Director, professional fees and office and
general expenses.   Operating expenses for the year ended June 30,
2090, were comprised primarily of professional fees and office and general
expenses.   Since inception we have incurred operating expenses of
$68,887.





From
inception (July 3, 2008) through the year ended May 30, 2010 we had no revenues
and a net loss of $70,484.





LIQUIDITY
AND CAPITAL RESOURCES





At June
30, 2010, we had a cash balance of $29,632.   Management believes this
amount will satisfy our cash requirements for the next twelve months or until
such time that additional proceeds are raised. We plan to satisfy our future
cash requirements - primarily the working capital required for the development
of our course guides and marketing campaign and to offset legal and accounting
fees - by additional equity financing. This will likely be in the form of
private placements of common stock.





Management
believes that if subsequent private placements are successful, we will be able
to generate sales revenue within the following twelve months thereof.
 However, additional equity financing may not be available to us on
acceptable terms or at all, and thus we could fail to satisfy our future cash
requirements.





If we are
unsuccessful in raising the additional proceeds through a private placement
offering we will then have to seek additional funds through debt financing,
which would be highly difficult for a new development stage company to secure.
Therefore, the Company is highly dependent upon the success of the anticipated
private placement offering and failure thereof would result in the Company
having to seek capital from other sources such as debt financing, which may not
even be available to the Company.  However, if such financing were
available, because we are a development stage company with no operations to
date, it would likely have to pay additional costs associated with high risk
loans and be subject to an above market interest rate.  At such time these
funds are required, management would evaluate the terms of such debt financing
and determine whether the business could sustain operations and growth and
manage the debt load.  If we cannot raise additional proceeds via a private
placement of its common stock or secure debt financing it would be required to
cease business operations.  As a result, investors in our common stock
would lose all of their investment.


8


OFF-BALANCE
SHEET ARRANGEMENTS





The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors





PLAN
OF OPERATION FOR FOLLOWING 12 MONTHS





Phase I
of the Company’s development program (technical and economic feasibility studies
of potential IP and real property acquisitions) was completed during the fiscal
year ended June 30, 2010.





Phases II
and III of the Company’s development program are as follows:





Phase
                        
                        Development Program
                        
                        Cost
                        
                        StatusPhase
      II
                        
                        Complete
      property purchase agreement, and develop detailed engineering and business
      operating contracts.
                        
                        $
                        8,900,000
                        
                        Expected
      to be completed in January 2012Phase
      III
                        
                        Final
      design and request for proposals from subcontractors and equipment
      manufacturers. Construction of facility and demonstration of GHG
      technology
                        
                        $
                        30,500,000
                        
                        Expected
      to be completed by Spring
2013





We will
require additional funding to commence Phases II and III of our development
program.  We cannot provide any assurance that we will be able to
raise sufficient funds to commence Phases II and III of our development
program.





SUBSEQUENT
EVENTS





On July
20, 2010, the Board of Directors and a majority of the voting power held by the
holders of common stock of the Company approved an amendment to the Company’s
Articles of Incorporation effecting a twenty-for-one (20:1) forward split of the
Company’s issued and outstanding shares of common stock and changing the name of
the Company from “Global Cooling Technologies Corp.” to “Green Carbon
Technologies Corp.”





David
Rendina, the Company’s President and Chief Executive Officer and Director, voted
520,000 shares held by him directly and indirectly through Legacy Industries
Inc., amounting in the aggregate to 57.1% of the issued and outstanding shares
of common stock on such date, in favor of the name change and stock
split.





The
forward split was effective on July 26, 2010, and the name change was effective
on July 28, 2010.  As a result of the forward stock split, each share
of the Company common stock issued and outstanding on July 26, 2010 was split
into 20 shares of the Company’s common stock.





ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
“smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information called for by this
Item.


9




Chang
      G. Park, CPA, Ph. D.
                t 2667 CAMINO DEL
      RIO S. PLAZA B t SAN DIEGO t CALIFORNIA
      92108-3707t
                t TELEPHONE
      (858)722-5953 t FAX (858)
      761-0341  t FAX (858)
      433-2979
                tE-MAILchanggpark@gmail.comt
  Report of
Independent Registered Public Accounting Firm
 
 To the
Board of Directors and Stockholders
 Green
Carbon Technologies Corp.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
  We have
audited the accompanying balance sheets of Green Carbon Technologies Corp. (A
Development Stage Company) (the Company) as of June 30, 2010 and 2009 and the
related financial statements of operations, changes in shareholders’ equity and
cash flows for the year ended June 30, 2010 and 2009, and for the period from
July 3, 2008 (inception) to June 30, 2010. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Green Carbon Technologies Corp. as
of June 30, 2010 and 2009 and the results of its operation and its cash flows
for the period ended June 30, 2010 and 2009, and from July 3, 2008 (inception)
to June 30, 2010 in conformity with U.S. generally accepted accounting
principles.
 
 The
financial statements have been prepared assuming that the Company will continue
as a going concern.  As discussed in Note 6 to the financial
statements, the Company’s losses from operations raise substantial doubt about
its ability to continue as a going concern.  The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
  /s/Chang
G. Park
 
 CHANG
G. PARK, CPA
 
 October
13, 2010
 San
Diego, CA. 92108
  Member
of the California Society of Certified Public Accountants
 Registered
with the Public Company Accounting Oversight Board


F-1




ITEM
      8.
            FINANCIAL
      STATEMENTS




GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Balance
Sheets
 
 June 30,
                                                  
                                                  
                                                  June 30,2010
                                                  
                                                  
                                                  2009ASSETSCurrent
      assets:Cash
                                                  
                                                  $
                                                  29,632
                                                  
                                                  
                                                  $
                                                  7,125Total
      current assets
                                                  
                                                  
                                                  29,632
                                                  
                                                  
                                                  
                                                  7,125Total
      assets
                                                  
                                                  $
                                                  29,632
                                                  
                                                  
                                                  $
                                                  7,125LIABILITIES
      AND SHAREHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
                                                  
                                                  $
                                                  1,549
                                                  
                                                  
                                                  $
                                                  -Convertible
      note due to related party
                                                  
                                                  
                                                  967
                                                  
                                                  
                                                  
                                                  15,483Total
      current liabilities
                                                  
                                                  
                                                  2,516
                                                  
                                                  
                                                  
                                                  15,483Total
      Liabilities
                                                  
                                                  
                                                  2,516
                                                  
                                                  
                                                  
                                                  15,483Commitments
      and ContingenciesShareholders'
      equity (deficit):Preferred
      stock: 25,000,000 shares authorized of $0.00001 par value;0
      issued and outstanding as of June 30, 2010 and 2009
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -Common
      stock: 100,000,000 shares  authorized of $0.00001 par
      value;19,719,980
      and 200,000 shares issued and outstanding as of June 30,2010
      and 2009
                                                  
                                                  
                                                  197
                                                  
                                                  
                                                  
                                                  2Additional
      paid-in capital
                                                  
                                                  
                                                  97,403
                                                  
                                                  
                                                  
                                                  (2
                                                  )Accumulated
      deficit during development stage
                                                  
                                                  
                                                  (70,484
                                                  )
                                                  
                                                  
                                                  (8,358
                                                  )Total
      shareholders' equity (deficit)
                                                  
                                                  
                                                  27,116
                                                  
                                                  
                                                  
                                                  (8,358
                                                  )Total
      liabilities and shareholders' equity (deficit)
                                                  
                                                  $
                                                  29,632
                                                  
                                                  
                                                  $
                                                  7,125
 
 The
accompanying notes are an integral part of these financial
statements
  F-2
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Statements
of Operations
 
 Year Ended June 30,
                                          
                                          
                                          Period from
                                            July 3, 2008
                                            (Inception) to
                                            June2010
                                          
                                          
                                          2009
                                          
                                          
                                          30, 2010General
      and administrative expenses:Consulting
      and professional fees
                                          
                                          $
                                          52,612
                                          
                                          
                                          $
                                          7,500
                                          
                                          
                                          $
                                          60,112Other
      general & administrative expenses
                                          
                                          
                                          8,070
                                          
                                          
                                          
                                          705
                                          
                                          
                                          
                                          8,775Total
      general and administrative expenses
                                          
                                          
                                          60,682
                                          
                                          
                                          
                                          8,205
                                          
                                          
                                          
                                          68,887Other
      income (expenses)Interest
      income
                                          
                                          
                                          40
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          40Interest
      expense
                                          
                                          
                                          (1,484
                                          )
                                          
                                          
                                          (153
                                          )
                                          
                                          
                                          (1,637
                                          )Total
      other income (expenses)
                                          
                                          
                                          (1,444
                                          )
                                          
                                          
                                          (153
                                          )
                                          
                                          
                                          (1,597
                                          )Net
      loss
                                          
                                          $
                                          (62,126
                                          )
                                          
                                          $
                                          (8,358
                                          )
                                          
                                          $
                                          (70,484
                                          )Loss
      per common share:Basic
      and diluted
                                          
                                          $
                                          (0.006
                                          )
                                          
                                          $
                                          (0.042
                                          )Weighted
      average common shares outstanding:Basic
      and diluted
                                          
                                          
                                          9,863,500
                                          
                                          
                                          
                                          197,240
 
 The
accompanying notes are an integral part of these financial
statements
  F-3
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Statements
of Changes in Stockholders' Equity (Deficit)
 
 AccumulateddeficitCommon
                          
                          
                          Additional
                          
                          
                          duringCommon
                          
                          
                          stock
                          
                          
                          paid-in
                          
                          
                          developmentstock
                          
                          
                          amount
                          
                          
                          capital
                          
                          
                          stage
                          
                          
                          TotalBalance,
      July 3, 2008 (inception)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Shares
      issued for services July  8, 2008
                          
                          
                          200,000
                          
                          
                          
                          2
                          
                          
                          
                          (2
                          )
                          
                          
                          -
                          
                          
                          
                          -Net
      loss, June 30, 2009
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (8,358
                          )
                          
                          
                          (8,358
                          )Balance,
      June 30, 2009
                          
                          
                          200,000
                          
                          
                          
                          2
                          
                          
                          
                          (2
                          )
                          
                          
                          (8,358
                          )
                          
                          
                          (8,358
                          )Shares
      issued for cash
                          
                          
                          19,519,980
                          
                          
                          
                          195
                          
                          
                          
                          97,405
                          
                          
                          
                          -
                          
                          
                          
                          97,600Net
      loss, June 30, 2010
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (62,126
                          )
                          
                          
                          (62,126
                          )Balance,
      June 30, 2010
                          
                          
                          19,719,980
                          
                          
                          $
                          197
                          
                          
                          $
                          97,403
                          
                          
                          $
                          (70,484
                          )
                          
                          $
                          27,116
 
 Note:  On
July 26, 2010 the Company affected a 20 for 1 forward split of its capital
structure such that every one share of common stock issued and outstanding prior
to the split was exchanged for twenty post-split shares of common
stock.
 
 The
accompanying notes are an integral part of these financial
statements
  F-4
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Statements
of Cash Flows
 
 For the Year Ended June 30,
                                      
                                      
                                      Period from
                                        July 3, 2008
                                        (Inception) to
                                        June2010
                                      
                                      
                                      2009
                                      
                                      
                                      30, 2010Cash
      flows from operating activities:Net
      loss
                                      
                                      $
                                      (62,126
                                      )
                                      
                                      $
                                      (8,358
                                      )
                                      
                                      $
                                      (70,484
                                      )Adjustments
      to reconcile net loss to net cash (used in) provided by operating
      activities:Accrued
      interest expense
                                      
                                      
                                      814
                                      
                                      
                                      
                                      153
                                      
                                      
                                      
                                      967Changes
      in operating assets and liabilities:Increase
      in accounts payable
                                      
                                      
                                      1,549
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,549Net
      cash (used in) operating activities
                                      
                                      
                                      (59,763
                                      )
                                      
                                      
                                      (8,205
                                      )
                                      
                                      
                                      (67,968
                                      )Cash
      flows from investing activities:Cash
      flows from financing activities:Proceeds
      from stock issuances
                                      
                                      
                                      97,600
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      97,600Repayment(borrowings)
      from related party
                                      
                                      
                                      (15,330
                                      )
                                      
                                      
                                      15,330
                                      
                                      
                                      
                                      -Net
      cash provided by financing activities
                                      
                                      
                                      82,270
                                      
                                      
                                      
                                      15,330
                                      
                                      
                                      
                                      97,600Net
      increase (decrease) in cash
                                      
                                      
                                      22,507
                                      
                                      
                                      
                                      7,125
                                      
                                      
                                      
                                      29,632Cash,
      beginning of the period
                                      
                                      
                                      7,125
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Cash,
      end of the period
                                      
                                      $
                                      29,632
                                      
                                      
                                      $
                                      7,125
                                      
                                      
                                      $
                                      29,632Supplement
      cash fowl information and non cash financing activitiesCash
      paid for:Interest
                                      
                                      $
                                      670
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      670Income
      tax
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
 
 The
accompanying notes are an integral part of these financial
statements
  F-5
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Notes
to Financial Statements
 As
of June 30, 2010
 
 1.      Nature
of operations and basis of presentation
 
 Green
Carbon Technologies Corp. (“Company”) was incorporated in the State of Nevada as
Global Cooling Technologies Corp, a for-profit company on July 3, 2008 and
established a fiscal year end of June 30. It is a development-stage company. On
July 26, 2010, the Company filed a Certificate of Amendment to Articles of
Incorporation with the State of Nevada and changed its corporate name to Green
Carbon Technologies Corp.
 
 2.      Summary
of significant accounting policies
 
 Basis
of Presentation
 
 The
Company's financial statements are presented in United States dollars and have
been prepared using the accrual method of accounting, which conforms to
generally accepted accounting principles in the United States of America (“US
GAAP”).
 
 Use
of Estimates and Assumptions
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods presented.  The Company is required to
make judgments and estimates about the effect of matters that are inherently
uncertain.  Although, we believe our judgments and estimates are
appropriate, actual future results may be different; if different assumptions or
conditions were to prevail, the results could be materially different from our
reported results.
 
 Fair
Value of Financial Instruments
 
 Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (the
“Codification”) topic 825, “Financial Instruments”, requires disclosure of fair
value information about financial instruments when it is practicable to estimate
that value.  The carrying amounts of the Company’s financial
instruments as of June 30, 2010 and 2009 approximate their respective fair
values because of the short-term nature of these instruments.  Such
instruments consist of cash, accounts payable and due to related
parties.
 
 Convertible
Debt
 
 In
accordance with Codification topic 470-20 ”Debt with Conversion and Other
Options” the Company evaluates debt securities (“Debt”) for beneficial
conversion features.  A beneficial conversion feature is present when
the conversion price per share is less than the market value of the common stock
at the commitment date.  The intrinsic value of the feature is then
measured as the difference between the conversion price and the market value
(the “Spread”) multiplied by the number of shares into which the Debt is
convertible and is recorded as debt discount with an offsetting amount
increasing additional paid-in-capital.  The debt discount is accreted
to interest expense over the term of the Debt with any unamortized discount
recognized as interest expense upon conversion of the Debt.  If a debt
security contains terms that change upon the occurrence of a future event the
incremental intrinsic value is measured as the additional number of issuable
shares multiplied by the commitment date market value and is recognized as
additional debt discount with an offsetting amount increasing additional
paid-in-capital upon the future event occurrence.  The total intrinsic
value of the feature is limited to the proceeds allocated to the Debt
instrument.
  F-6
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Notes
to Financial Statements
 As
of June 30, 2010
 
 2.      Summary
of significant accounting policies (continued)
 
 Income
Taxes
 
 Income
taxes are provided in accordance with Codification topic 740, “Income Taxes”,
which requires an asset and liability approach for the financial accounting and
reporting of income taxes.  Current income tax expense (benefit) is
the amount of income taxes expected to be payable (receivable) for the current
year.  A deferred tax asset and/or liability is computed for both the
expected future impact of differences between the financial statement and tax
bases of assets and liabilities and for the expected future tax benefit to be
derived from tax loss and tax credit carry forwards.  Deferred income
tax expense is generally the net change during the year in the deferred income
tax asset and liability.  Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be “more
likely than not” realized in future tax returns.  Tax rate changes and
changes in tax laws are reflected in income in the period such changes are
enacted.
 
 Uncertain
Tax Positions
 
 Codification
topic 740 addresses the determination of whether tax benefits claimed or
expected to be claimed on a tax return should be recorded in the financial
statements.  Accounting for uncertainty in income taxes is addressed
by a two-step method of first evaluating whether a tax position has met a
more-likely-than-not recognition threshold and second, measuring that tax
position to determine the amount of benefit to be recognized in the financial
statements.
 
 Basic
and Diluted Net Loss per Share
 
 Net loss
per share is calculated in accordance with Codification topic 260, “Earnings Per
Share” for the periods presented.  Basic net loss per share is
computed using the weighted average number of common shares
outstanding.  Diluted loss per share has not been presented because
the assumed exercise of the Company’s convertible debt would be antidilutive
during periods of net loss.
 
 Foreign
Currency Translation
 
 The
financial statements are presented in United States dollars.  Foreign
denominated monetary assets and liabilities are translated to their United
States dollar equivalents using foreign exchange rates which prevailed at the
balance sheet date.  Non-monetary assets and liabilities are
translated at exchange rates prevailing at the transaction
date.  Revenue and expenses are translated at average rates of
exchange during the periods presented.  Related translation
adjustments are reported as a separate component of stockholders’ equity
(deficit), whereas gains or losses resulting from foreign currency transactions
are included in results of operations
 
 Stock-based
Compensation
 
 The
Company has not adopted a stock option plan and has not granted any stock
options.  Accordingly no stock-based compensation has been recorded to
date.
 
 Share
Based Expenses
 
 Codification
topic 718 “Stock Compensation” requires that the cost resulting from all
share-based transactions be recorded in the financial statements and establishes
fair value as the measurement objective for share-based payment transactions
with employees and acquired goods or services from non-employees.  The
codification also provides guidance on valuing and expensing these awards, as
well as disclosure requirements of these equity arrangements.  The
Company the codification upon creation of the company and expenses share based
costs in the period incurred.
  F-7
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Notes
to Financial Statements
 As
of June 30, 2010
 
 2.      Summary
of significant accounting policies (continued)
 
 Reclassification
 
 Certain
reclassifications have been made to prior year amounts and share numbers to
conform to the current period presentation.  These reclassifications
had no effect on operating results or total stockholders’ equity
(deficit).
 
 Recent
Accounting Pronouncements
 
 In
February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09,
“Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”),
which is included in the FASB Accounting Standards CodificationTM (the
“ASC”) Topic 855 (Subsequent Events).  ASU 2010-09 clarifies that an
SEC filer is required to evaluate subsequent events through the date that the
financial statements are issued.  ASU 2010-09 is effective upon the
issuance of the final update and did not have a significant impact on the
Company’s consolidated financial statements.
 
 In
January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair
Value Measurements” (“ASU 2010-06”), which is included in the ASC Topic 820
(Fair Value Measurements and Disclosures).  ASU 2010-06 requires new
disclosures on the amount and reason for transfers in and out of Level 1 and 2
fair value measurements.  ASU 2010-06 also requires disclosure of
activities, including purchases, sales, issuances, and settlements within the
Level 3 fair value measurements and clarifies existing disclosure requirements
on levels of disaggregation and disclosures about inputs and valuation
techniques.  ASU 2010-06 was effective for the Company as of January
31, 2010 and did not have a significant impact on the Company’s consolidated
financial statements.
 
 In August
2009 the FASB issued ASU No. 2009-05 “Improving Disclosure about Fair Value
Measurements”, (“ASU 2009-05”) which is included in the ASC Topic 820 (Fair
Value Measurements and Disclosures).  ASU 2009-05 provides
clarification that the fair value measurement of liabilities in which a quoted
price in an active market for the identical liability is not available should be
developed based on a valuation technique that uses the quoted price of the
identical liability when traded as an asset or quoted prices for similar
liabilities when traded as assets or another valuation technique that is
consistent with the principles of Topic 820.  ASU 2009-05 also
clarifies that there is no requirement to adjust the fair value related to the
existence of a restriction that prevents the transfer of the liability and that
both a quoted price in an active market for the identical liability at the
measurement date and the quoted price for the identical liability when traded as
an asset in an active market when no adjustments to the quoted price of the
asset are required are Level 1 fair value measurements.  ASU 2009-05
was effective for the Company as of October 31, 2009 and did not have a
significant impact on the Company’s consolidated financial
statements.
 
 In June
2009, FASB issued SFAS No. 168, “The FASB Accounting Standards CodificationTM and the
Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB
Statement No. 162” (“SFAS No. 168”).  SFAS No. 168 establishes the
FASB Accounting Standards Codification (the “Codification”) as the single source
of authoritative U.S. generally accepted accounting principles (“US GAAP”)
recognized by the FASB to be applied by nongovernmental
entities.  Rules and interpretive releases of the SEC under authority
of federal securities laws are also sources of authoritative US GAAP for SEC
registrants.  SFAS No. 168 is effective for financial statements
issued for fiscal periods (interim and annual) ending after September 15,
2009.  The Codification supersedes all then-existing non-SEC
accounting and reporting standards not included in the
Codification.  The Company does not expect adoption of this statement
to have a material effect on its consolidated financial statements as the
purpose of the Codification is not to change US GAAP; rather, the Codification
is meant to simplify user access to all authoritative US GAAP.  Notes
to Consolidated Financial Statements are now presented as references to the
corresponding Topic in the Codification.
 
 In April
2009, the FASB issued FASB Staff Position (“FSP”) No. SFAS 157-4, “Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP
SFAS 157-4”), which is included in the ASC Topic 820 (Fair Value Measurements
and Disclosures).  FSP
  F-8
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Notes
to Financial Statements
 As
of June 30, 2010
 
 2.      Summary
of significant accounting policies (continued)
 
 Recent
Accounting Pronouncements (continued)
 
 SFAS
157-4 provides guidance on estimating fair value when market activity has
decreased and on identifying transactions that are not
orderly.  Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value.  This FSP was effective for the Company as of July 31, 2009 and
did not have a significant impact on the Company’s consolidated financial
statements.
 
 In
October, 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset Is Not Active” (“FSP FAS
157-3”), which is included in the ASC Topic 820 (Fair Value Measurements and
Disclosures).  FSP FAS 157-3 clarifies the application of SFAS No. 157
in a market that is not active and addresses application issues such as the use
of internal assumptions when relevant observable data does not exist, the use of
observable market information when the market is not active, and the use of
market quotes when assessing the relevance of observable and unobservable
data.  FSP 157-3 was effective for the Company as of October 31, 2008
and did not have a significant impact on the Company’s consolidated financial
statements.
 
 3.      Convertible
note due to related party
 
 As of
June 30, 2010, convertible note due to related party consist of the
following:
 
 Issued date
                                    
                                    Maturity
                                    
                                    Conversion
                                      price
                                    
                                    
                                    Amount
                                    
                                    
                                    Debt
                                      discount
                                    
                                    
                                    Accrued
                                      interest
                                    
                                    
                                    Net amountConvertible
      Note 1
                                    
                                    May
      29, 2009
                                    
                                    On
      demand
                                    
                                    $
                                    0.10
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    967
                                    
                                    
                                    $
                                    967
 
 Convertible
Note 1 for $15,000 was issued on May 29, 2009 to David Rendina, our President,
Chief Executive Officer, Secretary, and Chairman of the Board of Directors and,
at the time, sole shareholder for cash advanced to the Company.  The
note is due upon demand by the holder and accrued interest monthly at Twelve
Percent (12%) per annum.  Mr. Rendina, at his sole discretion, may
elect, at any time, to convert all or a portion of the debt together with
accrued interest into shares of the Company’s Common Stock at $0.10 per
share.  The beneficial conversion feature was calculated to be zero at
the time of issuance in accordance with Codification topic 470-20.  In
addition, Mr. Rendina directly paid a $330 Company expense.  On April
2, 2010, $16,000 was paid to Mr. Rendina on the convertible demand
note.  The Company has unpaid accrued interest of $967 at June 30,
2010.
 
 4.      Income
taxes
 
 Due to
the Company’s net loss position from inception on July 3, 2008 to June 30, 2010,
there was no provision for income taxes recorded.  As a result of the
Company’s losses to date, there exists doubt as to the ultimate realization of
the deferred tax assets.  Accordingly, a valuation allowance equal to
the total deferred tax assets has been recorded at June 30, 2010 and
2009.
  F-9
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Notes
to Financial Statements
 As
of June 30, 2010
 
 4.      Income
taxes (continued)
 
 The
components of net deferred tax assets are as follows:
 
 June 30,
                                  
                                  
                                  June 30,2010
                                  
                                  
                                  2009Net
      operating loss carry-forward
                                  
                                  $
                                  70,484
                                  
                                  
                                  $
                                  8,358Effective
      tax rate
                                  
                                  
                                  35
                                  %
                                  
                                  
                                  35
                                  %Deferred
      tax asset
                                  
                                  $
                                  24,669
                                  
                                  
                                  $
                                  2,925Less:
      Valuation allowance
                                  
                                  
                                  (24,669
                                  )
                                  
                                  
                                  (2,925
                                  )Net
      deferred tax asset
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
 
 At June
30, 2009, the Company had federal net operating loss carryforwards for tax
purposes of approximately $70,484, which may be available to offset future
taxable income and which, if not used, begin to expire in
2027.  Utilization of the net operating loss carry forwards may be
subject to substantial annual limitations due to the ownership change
limitations provided by Section 381 of the Internal Revenue Code of 1986, as
amended.  The annual limitation may result in the expiration of net
operating loss carry forwards before utilization
 
 5.      Related
party transaction
 
 David
Rendina has served as President, Chief Executive Officer, and Chairman of the
Board of Directors of our Company from July 3, 2008 (inception) to the current
date and as Secretary from July 3, 2008 (inception) to November 19,
2009.  On July 8, 2008, the pursuant to a Stock Subscription Agreement
Mr. Rendina agreed to act as our President and Chief Executive Officer for a
term of one year beginning July 8, 2008, in exchange for 200,000 shares of the
Company’s Common Stock.
 
 On May
29, 2009, the Company executed a convertible note with David Rendina, our
President, Chief Executive Officer, Secretary, and Chairman of the Board of
Directors and, at the time, sole shareholder, in the amount of $15,000 for cash
advanced to the Company.  The note is due upon demand by the holder
and accrued interest monthly at Twelve Percent (12%) per annum.  Mr.
Rendina, at his sole discretion, may elect, at any time, to convert all or a
portion of the debt together with accrued interest into shares of the Company’s
Common Stock at $0.10 per share.  The beneficial conversion feature
was calculated to be zero at the time of issuance in accordance with
Codification topic 470-20.  In addition, Mr. Rendina directly paid a
$330 Company expense.  On April 2, 2010, $16,000 was paid to Mr.
Rendina on the convertible demand note.  The Company has unpaid
accrued interest of $967 at June 30, 2010.
 
 On
September 15, 2009, pursuant to a Stock Subscription Agreement Mr. Rendina
purchased 666,660 shares on the Company’s Common Stock registered under the
Company’s Form S-1 for a cash payment of $3,333.
 
 On
November 19, 2009, Thomas E. Puzzo was elected Secretary of the
Company.  Prior to his election, Mr. Puzzo’s company the Law Offices
of Thomas E. Puzzo, PLLC (“Puzzo PLLC”) served as the Company’s legal
counsel.  Puzzo PLLC was paid $2,500 and $2,500 for legal services
provided to the Company during November and for the period December 1, 2009 to
February 28, 2010, respectively.  There are no unpaid fees owed to
Puzzo PLLC.
 
 On
February 10 and February 23, 2010, pursuant to two Stock Subscription Agreements
Legacy Industries Inc. (“Legacy”) purchased 7,200,000 and 3,200,000 shares on
the Company’s Common Stock registered under the Company’s Form S-1 for a cash
payment of $26,000 and $16,000, respectively.  Mr. Rendina is the sole
shareholder of Legacy.
 
 As of
June 30, 2010, an aggregate of 11,266,660 shares or 57.1% of the Company’s
Common Stock is held by Mr. Rendina and Legacy Industries Inc.
  F-10
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Notes
to Financial Statements
 As
of June 30, 2010
 
 5.      Related
party transaction (continued)
 
 On
February 14, 2010, Legacy was reimbursed an aggregate of $15,950 for management
services ($13,450) and office expenses ($2,500) provided in support of the
Company during the period September 8, 2009 to February 14,
2010.  Payment to Legacy was contingent on the Company raising an
aggregate of $75,000 from the sale the Company’s Common Stock, which was
achieved on February 10, 2010.  No further payments are due Legacy as
of June 30, 2010.
 
 On
February 15, 2010, Legacy and their subcontractors completed a study and
submitted their final report on a piece property (the “Recomp Site”) identified
for potential acquisition by the Company; discussions with the owner are
ongoing.  Legacy was paid a fixed fee of $10,000 for their
services.
 
 Also on
February 15, 2010, Legacy and their subcontractors completed a study and
submitted their final report on potential intellectual property (“IP”) in
support of the Company’s intended business (the “IP
Study”).  Subsequently, the Company has identified a selection of IP
for acquisition and discussions with the IP holders are
ongoing.  Legacy was paid a fixed fee of $10,000 for their
services.
 
 6.      Going concern
 
 To date
the Company has no operations or revenues and consequently has incurred
recurring losses from operations.  No revenues are anticipated until
we complete the financing from our Form S-1 registration statement filed with
the SEC and effective on September 8, 2009 (the “Form S-1 Registration
Statement”) and implement our initial business plan.  The ability of
the Company to continue as a going concern is dependent on raising capital to
fund our business plan and ultimately to attain profitable
operations.  Accordingly, these factors raise substantial doubt as to
the Company’s ability to continue as a going concern.
 
 The
Company has funded its initial operations by way of loans from Mr. Rendina its
President, Chief Executive Officer, and Chairman of the Board of
Directors.  Mr. Rendina has verbally committed to advancing certain
operating costs of the Company if no other proceeds are obtained by the
Company.  However, there is no contract in place or written agreement
securing this understanding with Mr. Rendina.
 
 The
Company plans to raise additional funds through debt or equity
offerings.  The current plan includes the sale of 1,000,000 shares at
$0.10 per share based on the Company’s Form S-1 Registration
Statement.
 
 There is
no guarantee that the Company will be able to raise any capital through this or
any other offerings.
 
 7.      Capital
stock
 
 The
Company’s capitalization is 100,000,000 shares of common stock, with a par value
of $0.00001 per share, and 25,000,000 shares of preferred stock, with a par
value of $0.00001; with 19,719,980 and zero shares issued and outstanding at
June 30, 2010, respectively.
 
 As of
June 30, 2010, the Company has not granted any stock options and has not
recorded any stock-based compensation.
 
 On July
26, 2010, the Company filed a Certificate of Change with the State of Nevada to
exchange each issued and outstanding share of common stock for twenty shares of
common stock in a 20 for 1 forward stock split.  There is no change in
the number of shares of common stock authorized or stated par
value.  All share numbers have been retroactively adjusted for all
periods presented give effect to the 20 for 1 forward stock
split.
  F-11
 
 GREEN
CARBON TECHNOLOGIES CORP.
 (Formerly
Global Cooling Technologies Corp.)
 (A
Development Stage Company)
 Notes
to Financial Statements
 As
of June 30, 2010
 
 8.      Stock
issuances
 
 On
September 15, 2009, pursuant to the terms of a stock subscription agreement, the
Company issued to David Rendina, our President, Chief Executive Officer,
Secretary, and Chairman of the Board of Directors, 666,660 shares of the
Company’s Common Stock at $0.10 per shares for cash consideration of
$3,333.  The shares were issued pursuant to the Company’s Form S-1
Registration Statement.
 
 On
October 7, 2009, pursuant to the terms of two stock subscription agreements, the
Company issued to James and Victoria Bickel 666,660 shares and Jeffrey E Bickel
666,660 shares of the Company’s Common Stock at $0.10 per shares for cash
consideration aggregating $6,667.  The shares were issued pursuant to
the Company’s Form S-1 Registration Statement.
 
 On
October 19, 2009, pursuant to the terms of a stock subscription agreement, the
Company issued to the Villanueva Living Trust 2,000,000 restricted shares of the
Company’s Common Stock at $0.10 per share for cash consideration of
$10,000.  The shares were issued pursuant to the Company’s Form S-1
Registration Statement.
 
 On
October 22, 2009, pursuant to the terms of a stock subscription agreement, the
Company issued to Robert and Carolyn Niland 4,000,000 shares of the Company’s
Common Stock at $0.10 per share for cash consideration of
$20,000.  The shares were issued pursuant to the Company’s Form S-1
Registration Statement.
 
 On
February 10, 2010, pursuant to the terms of a stock subscription agreement, the
Company issued to the Legacy, a company wholly owned by Mr. Rendina our
President and Chief Executive Officer, 7,200,000 shares of the Company’s Common
Stock at $0.10 per share for cash consideration of $36,000.  The
shares were issued pursuant to the Company’s Form S-1 Registration
Statement.
 
 On
February 23, 2010, pursuant to the terms of a stock subscription agreement, the
Company issued to the Legacy, a company wholly owned by Mr. Rendina our
President and Chief Executive Officer, 3,200,000 shares of the Company’s Common
Stock at $0.10 per share for cash consideration of $16,000.  The
shares were issued pursuant to the Company’s Form S-1 Registration
Statement.
 
 During
April 2010, the Company issued to twelve individuals an aggregate of 490,000
shares of the Company’s Common Stock at $0.10 per share for cash consideration
of $2,450.  The shares were issued pursuant to the Company’s Form S-1
Registration Statement.
 
 During
May 2010, the Company issued to eight individuals an aggregate of 280,000 shares
of the Company’s Common Stock at $0.10 per share for cash consideration of
$1,400.  The shares were issued pursuant to the Company’s Form S-1
Registration Statement.
 
 During
June 2010, the Company issued to twelve individuals an aggregate of 350,000
shares of the Company’s Common Stock at $0.10 per share for cash consideration
of $1,750.  The shares were issued pursuant to the Company’s Form S-1
Registration Statement.
 
 All share
numbers have been retroactively adjusted for all periods presented give effect
to the 20 for 1 forward stock split.
 
 9.      Subsequent
events
 
 On July
26, 2010, the Company filed a Certificate of Amendment to Articles of
Incorporation with the State of Nevada and changed its corporate name from
Global Cooling Technologies Corp to Green Carbon Technologies Corp.
 
 Also on
July 26, 2010, the Company filed a Certificate of Change with the State of
Nevada to exchange each issued and outstanding share of common stock for twenty
shares of common stock in a 20 for 1 forward stock split.  There is no
change in the number of shares of common stock authorized or stated par
value.
  F-12




ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL
    DISCLOSURE





None.





ITEM
      9A.
            CONTROLS
      AND PROCEDURES





DISCLOSURE
CONTROLS AND PROCEDURES





Under the
supervision and with the participation of our management, including our
principal executive officer and the principal financial officer, we are
responsible for conducting an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the fiscal year covered by this report.  Disclosure controls and
procedures means that the material information required to be included in our
Securities and Exchange Commission (“SEC”) reports is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, including any consolidating subsidiaries, and was made
known to us by others within those entities, particularly during the period when
this report was being prepared.  Based on this evaluation, our principal
executive officer and principal financial officer concluded as of the evaluation
date that our disclosure controls and procedures were not effective as of June
30, 2010.





MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting.  The internal
control process has been designed, under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external reporting purposes in
accordance with accounting principles generally accepted in the United States of
America.





Management
conducted an assessment of the effectiveness of the Company’s internal control
over financial reporting as of June 30, 2010, including (i) the control
environment, (ii) risk assessment, (iii) control activities, (iv) information
and communication, and (v) monitoring.  Based on this assessment,
management has determined that the Company’s internal control over financial
reporting as of June 30, 2010 was not effective for the reasons described
herein.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) inadequate segregation of duties consistent
with control objectives.  The aforementioned material weakness was
identified by our Chief Executive Officer and our Chief Financial Officer in
connection with the review of our financial statements as of June 30,
2010.





Management
believes that the material weakness set forth above did not have an effect on
our financial results.





Our
internal control over financial reporting includes policies and procedures that
pertain to the maintenance of records that accurately and fairly reflect, in
reasonable detail, transactions and dispositions of assets; and provide
reasonable assurances that: (1) transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States; (2) receipts and expenditures are being
made only in accordance with authorizations of management and the directors of
the Company; and (3) unauthorized acquisitions, use, or disposition of the
Company’s assets that could have a material effect on the Company’s financial
statements are prevented or timely detected.





All
internal control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparations and presentations.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.


10


In
connection with the preparation of this Annual Report on Form 10-K for the year
ended June 30, 2010, management, with the participation of our Chief Executive
Officer and Chief Financial Officer, has evaluated the effectiveness of our
internal controls over financial reporting, pursuant to Rule 13a-15 under the
Exchange Act based on the framework in Internal Control – Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”).  Our President and Chief Executive Officer, who is also our
principal financial and accounting officer, has concluded that the design and
operation of our internal controls and procedures were not effective as of June
30, 2010, for the following reasons:





(i)
            Insufficient
      Resources: We have an inadequate number of personnel with requisite
      expertise in the key functional areas of finance and
      accounting;





(ii)
            Inadequate
      Segregation of Duties: We have an inadequate number of personnel to
      properly implement control procedures;
and





(iii)
            Lack of Audit Committee
      & Outside Directors on The Company’s Board of Directors:  We
      do not have a functioning audit committee or outside directors on our
      board of directors, resulting in ineffective oversight in the
      establishment and monitoring of required internal controls and
      procedures





Management
is committed to improving its internal controls and will (1) continue to use
third party specialists to address shortfalls in staffing and to assist the
Company with accounting and finance responsibilities, (2) increase the frequency
of independent reconciliations of significant accounts which will mitigate the
lack of segregation of duties until there are sufficient personnel and (3) may
consider appointing outside directors and audit committee members in the
future.





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the company to provide on management’s report on this annual
report.





CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING.





There
were no changes in the Company’s internal control over financial reporting that
occurred during the fourth quarter of the year ended June 30, 2010 that have
materially affected, or that are reasonably likely to materially affect, the
Company’s internal control over financial reporting.





ITEM
      9B.
            OTHER
      INFORMATION.





Amendment
to Articles of Incorporation Effecting 20-for-1 Forward Stock Split and Name
Change





On July
20, 2010, the Board of Directors and a majority of the voting power held by the
holders of common stock of the Company approved an amendment to the Company’s
Articles of Incorporation effecting a twenty-for-one (20:1) forward split of the
Company’s issued and outstanding shares of common stock and changing the name of
the Company from “Global Cooling Technologies Corp.” to “Green Carbon
Technologies Corp.”





David
Rendina, the Company’s President and Chief Executive Officer and Director, voted
520,000 shares held by him directly and indirectly through Legacy Industries
Inc., amounting in the aggregate to 57.1% of the issued and outstanding shares
of common stock on such date, in favor of the name change and stock
split.





The
forward split was effective on July 26, 2010, and the name change was effective
on July 28, 2010.  As a result of the forward stock split, each share
of the Company common stock issued and outstanding on July 26, 2010 was split
into 20 shares of the Company’s common stock.


11


PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Our
executive officer’s and director’s and their respective age’s as of June 30,
2010 are as follows:





Name
              
              Age
              
              Positions and OfficesMr.
      David Rendina
              
              56
              
              President,
      Chief Executive Officer, Treasurer and DirectorMr.
      Thomas Puzzo
              
              43
              
              Secretary
      & Director





The
directors named above will serve until the next annual meeting of the
stockholders or until their respective resignation or removal from office.
Thereafter, directors are anticipated to be elected for one-year terms at the
annual stockholders’ meeting. Officers will hold their positions at the pleasure
of the Board of Directors, absent any employment agreement, of which none
currently exists or is contemplated.





Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.





DAVID
RENDINA





Mr.
Rendina has served as Chairman of the Board since July 2008, President and Chief
Executive Officer, Secretary and Treasurer since July 2008. Mr. Rendina is an
active member of the National Business Incubator Association, the (Intellectual
Property) Licensing Executive Society and is the past Chairman of the British
Columbia chapter of the Canadian Environmental Industry Association. In addition
to his responsibilities to the Company, Mr. Rendina also currently serves as
President and Director of Refinery Science Corp., Mr. Rendina has served as the
Chairman of the Board of Director of Refinery Science since July 2004, served as
its President from its formation in July 2004 until February 8, 2007, and has
served as its President and Chief Executive Officer since April 2007. He also
currently serves as President /CEO and Director of Nanoforce Inc., a position he
has held since December 2005. In these positions he is responsible for the
compilation and execution of the companies’ business plans including all aspects
of profitability, customer satisfaction, compliance with financial and other
regulatory reporting requirements, employee recruiting, employee health and
safety issues, and the quality of laboratory service. Additionally, he is
responsible for the acquisition and administration of several million dollars in
technology development investments. As a principal researcher, he is responsible
for the generation of proposals, the generation and maintenance of intellectual
property, and the execution of the projects arising from the proposals. He is
responsible for overseeing all aspects of a team that, at various times, has
been comprised of over thirty researchers. From 1989 to 1997, he served as
President and Chief Executive Officer and principal researcher at REND
Technologies Inc., where he led a successful team effort to establish a private,
materials research facility. Mr. Rendina attended the University of Alabama at
Birmingham, and subsequently, on examination, was awarded an unlimited
international license to practice as a Marine Engineer. He also completed
Entrepreneurial Studies at the British Columbia Institute of Technology, and is
the author and principle inventor of nine issued US patents.





These
experiences, qualifications and attributes have led to our conclusion that Mr.
Rendina should be serving as a member of our Board of Directors in light of our
business and structure.





THOMAS
PUZZO





Mr. Puzzo
is a practicing lawyer, at his own firm, based in Seattle, Washington.  Mr.
Puzzo’s law practice focuses on securities regulation and corporate
finance.  He has represented numerous companies in raising capital via
public and private offerings of debt and equity securities, and counseled public
companies in connection with their ongoing reporting and other
obligations.  He has also represented underwriters in public offerings,
broker-dealers in placing private offerings and venture capital funds and other
investors in non-public investment transactions.  He has counseled clients
regarding compliance with various aspects of the Securities Exchange Act of
1934, as amended, and the Sarbanes-Oxley Act of 2002 and related
regulations.  Mr. Puzzo also has extensive experience in counseling public
companies on maintaining compliance with Nasdaq, New York Stock Exchange and
American Stock Exchange rules and Over-the-Counter Bulletin Board eligibility
requirements. Additionally, Mr. Puzzo has represented established and emerging
businesses with respect to intellectual property transfers and protection,
primarily in the areas of mergers, acquisitions, the employer-employee
relationship, and development, OEM and software license agreements.  Mr.
Puzzo received his B.A. from the Evergreen State College in 1989.  From
1989 to 1991, he attended the University of Leiden in The Netherlands, where he
studied Philosophy and received a Propaedeutic Degree in Dutch.  Mr. Puzzo
received his J.D. from Seattle University in 1997.


12





These
experiences, qualifications and attributes have led to our conclusion that Mr.
Puzzo should be serving as a member of our Board of Directors in light of our
business and structure.





TERM
OF OFFICE





All
directors hold office until the next annual meeting of the stockholders of the
Company and until their successors have been duly elected and
qualified.  The Company’s Bylaws provide that the Board of Directors
will consist of no less than three members.  Officers are elected by
and serve at the discretion of the Board of Directors.





DIRECTOR
INDEPENDENCE





Our board
of directors is currently composed of two members, neither of whom qualifies as
an independent director in accordance with the published listing requirements of
the NASDAQ Global Market. The NASDAQ independence definition includes a series
of objective tests, such as that the director is not, and has not been for at
least three years, one of our employees and that neither the director, nor any
of his family members has engaged in various types of business dealings with us.
In addition, our board of directors has not made a subjective determination as
to each director that no relationships exist which, in the opinion of our board
of directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director, though such subjective
determination is required by the NASDAQ rules. Had our board of directors made
these determinations, our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each director’s
business and personal activities and relationships as they may relate to us and
our management.





CERTAIN
LEGAL PROCEEDINGS





No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.





SIGNIFICANT EMPLOYEES AND
CONSULTANTS





We have
no employees.  Other than our two officers and directors, we currently
have no independent contractors or consultants.





AUDIT
COMMITTEE AND CONFLICTS OF INTEREST





Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. The Board of Directors has not established an audit
committee and does not have an audit committee financial expert, nor has the
Board of Directors established a nominating committee. The Board is of the
opinion that such committees are not necessary since the Company is an early
exploration stage company and has only two directors, and to date, such
directors have been performing the functions of such committees. Thus, there is
a potential conflict of interest in that our directors and officers have the
authority to determine issues concerning management compensation, nominations,
and audit issues that may affect management decisions.





There are
no family relationships among our directors or officers. Other than as described
above, we are not aware of any other conflicts of interest with any of our
executive officers or directors.


13


SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE





Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and
directors, and persons who own more than ten percent of a registered class of
our equity securities, file reports of ownership and changes in ownership with
the SEC.  Executive officers, directors and greater-than-ten percent
stockholders are required by SEC regulations to furnish us with all Section
16(a) forms they file.  Based on our review of filings made on the SEC
website, and the fact of us not receiving certain forms or written
representations from certain reporting persons that they have complied with the
relevant filing requirements, we believe that, during the year ended June 30,
2010, none of our executive officers, directors and greater-than-ten percent
stockholders complied with all Section 16(a) filing requirements.





CODE
OF ETHICS





The
Company has not adopted a code of ethics that applies to its principal executive
officers, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.  The Company has
not adopted a code of ethics because it has only commenced
operations.





ITEM
      11.
            EXECUTIVE
      COMPENSATION





The
following tables set forth certain information about compensation paid, earned
or accrued for services by our Chief Executive Officer and all other executive
officers (collectively, the “Named Executive Officers”) in the fiscal years
ended June 30, 2010 and 2009:





SUMMARY
COMPENSATION TABLE





The table
below summarizes all compensation awarded to, earned by, or paid to our Officers
for all services rendered in all capacities to us for the fiscal periods
indicated.





Non-EquityName and
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          Incentive
                          
                          
                          NonqualifiedPrincipal
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          Stock
                          
                          
                          Option
                          
                          
                          Plan
                          
                          
                          Deferred
                          
                          
                          All OtherPosition
                          
                          Year
                          
                          Salary($)
                          
                          
                          Bonus($)
                          
                          
                          Awards($)
                          
                          
                          Awards($)
                          
                          
                          Compensation($)
                          
                          
                          Compensation($)
                          
                          
                          Compensation($)
                          
                          
                          Total($)David
      Rendina (1)
                          
                          2010
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          35,950
                          (3)
                          
                          
                          02009
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0Thomas
      Puzzo (2)
                          
                          2010
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          12,500
                          (4)
                          
                          
                          02009
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0




(1)
President and Chief Executive Officer, Treasurer and Director. While the Company
has an agreement with Mr. Rendina to pay him $1,000 per month to act as
President of the Company, Mr. Rendina has assigned the right to receive such
compensation back to the Company every month. Mr. Rendina has agreed with the
Company that he will continue to assign such right to payment until the Company
closes on an equity or a debt financing of not less than $100,000.


(2) Chief
Financial Officer, Secretary and Director.


(3)
Consulting fees paid to Legacy Industries Inc., a corporation controlled by Mr.
Rendina.


(4) Legal
fees paid to Mr. Puzzo in connection with legal services he rendered to the
Company.





We
currently do not pay any compensation to our directors serving on our board of
directors.





STOCK OPTION
GRANTS





We have
not granted any stock options to the executive officers since our inception.
Upon the further development of our business, we will likely grant options to
directors and officers consistent with industry standards for junior mineral
exploration companies.





EMPLOYMENT
AGREEMENTS





The
Company did not have any employment agreements with any of its officers or
directors during the year ended June 30, 2010.


14





On
February 14, 2010, Legacy Industries Inc. (“Legacy”), a company controlled by
David Rendina, our President and Director, was reimbursed an aggregate of
$15,950 for management services ($13,450) and office expenses ($2,500) provided
in support of the Company during the period September 8, 2009 to February 14,
2010.  Payment to Legacy was contingent on the Company raising an
aggregate of $75,000 from the sale the Company’s Common Stock, which was
achieved on February 10, 2010.  No further payments are due Legacy as
of June 30, 2010.





On
February 15, 2010, Legacy and their subcontractors completed a study and
submitted their final report on a piece property (the “Recomp Site”) identified
for potential acquisition by the Company; discussions with the owner are
ongoing.  Legacy was paid a fixed fee of $10,000 for their
services.





Also on
February 15, 2010, Legacy and their subcontractors completed a study and
submitted their final report on potential intellectual property (“IP”) in
support of the Company’s intended business (the “IP
Study”).  Subsequently, the Company has identified a selection of IP
for acquisition and discussions with the IP holders are
ongoing.  Legacy was paid a fixed fee of $10,000 for their
services.





On
November 19, 2009, Thomas E. Puzzo was elected Secretary of the
Company.  Prior to his election, Mr. Puzzo’s company the Law Offices
of Thomas E. Puzzo, PLLC, served as the Company’s legal counsel and continues to
serve as legal counsel to the Company.  Puzzo PLLC was paid $2,500 and
$2,500 for legal services provided to the Company during November and for the
period December 1, 2009 to February 28, 2010, respectively.





DIRECTOR
COMPENSATION





The
following table sets forth director compensation as of December 8,
2009:





Fees
                  
                  
                  
                  
                  
                  
                  
                  
                  Non-Equity
                  
                  
                  NonqualifiedEarned
                  
                  
                  
                  
                  
                  
                  
                  
                  Incentive
                  
                  
                  DeferredPaid in
                  
                  
                  Stock
                  
                  
                  Option
                  
                  
                  Plan
                  
                  
                  Compensation
                  
                  
                  All OtherName
                  
                  Cash($)
                  
                  
                  Awards($)
                  
                  
                  Awards($)
                  
                  
                  Compensation($)
                  
                  
                  Earnings($)
                  
                  
                  Compensation($)
                  
                  
                  Total($)David
      Rendina
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Thomas
      Puzzo
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0





We
currently do not pay any compensation to our directors for serving on our board
of directors.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





The
following table lists, as of June 30, 2010, the number of shares of common stock
of our Company that are beneficially owned by (i) each person or entity known to
our Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of our Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership of common
stock by our principal shareholders and management is based upon information
furnished by each person using “beneficial ownership” concepts under the rules
of the Securities and Exchange Commission. Under these rules, a person is deemed
to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.





The
percentages below are calculated based on 6,860,000 shares of our common stock
issued and outstanding as of June 30, 2010.  We do not have any
outstanding warrant, options or other securities exercisable for or convertible
into shares of our common stock.


15





Name and Address
                        
                        Number of SharesTitle of Class
                        
                        of Beneficial Owner (1)
                        
                        Owned Beneficially
                        
                        
                        Percent of Class OwnedCommon
      Stock:
                        
                        David
      Rendina, President, President, Chief
                        
                        
                        563,300
                        (2)
                        
                        
                        57.1
                        %Executive
      Officer, Treasurer and DirectorCommon
      Stock:
                        
                        Thomas
      Puzzo,
                        
                        
                        0
                        
                        
                        
                        0
                        %Secretary
      and DirectorAll
      executive officers and directors as a group
                        
                        
                        
                        
                        563,300
                        
                        
                        
                        57.1
                        %




(1)
Unless otherwise noted, the address of each person or entity listed is, c/o
Green Carbon Technologies Corp., 1802 North Carson Street, Suite 212, Carson
City, Nevada 89701.




(2)  43,300
shares held directly and 28,165 held indirectly through Legacy Industries
Inc.





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED
TRANSACTIONS





On
November 19, 2009, Thomas E. Puzzo was elected Secretary of the
Company.  Prior to his election, Mr. Puzzo’s company the Law Offices
of Thomas E. Puzzo, PLLC, served as the Company’s legal counsel and continues to
serve as legal counsel to the Company.  Puzzo PLLC was paid $2,500 and
$2,500 for legal services provided to the Company during November and for the
period December 1, 2009 to February 28, 2010, respectively.





On
February 10 and February 23, 2010, pursuant to two Stock Subscription
Agreements, Legacy Industries Inc. (“Legacy”) purchased 7,200,000 and 3,200,000
shares on the Company’s Common Stock registered under the Company’s Form S-1 for
a cash payment of $26,000 and $16,000, respectively.  Mr. Rendina is
the sole shareholder of Legacy.





On
February 14, 2010, Legacy was reimbursed an aggregate of $15,950 for management
services ($13,450) and office expenses ($2,500) provided in support of the
Company during the period September 8, 2009 to February 14,
2010.  Payment to Legacy was contingent on the Company raising an
aggregate of $75,000 from the sale the Company’s Common Stock, which was
achieved on February 10, 2010.  No further payments are due Legacy as
of June 30, 2010.





On
February 15, 2010, Legacy and their subcontractors completed a study and
submitted their final report on a piece property (the “Recomp Site”) identified
for potential acquisition by the Company; discussions with the owner are
ongoing.  Legacy was paid a fixed fee of $10,000 for their
services.





Also on
February 15, 2010, Legacy and their subcontractors completed a study and
submitted their final report on potential intellectual property (“IP”) in
support of the Company’s intended business (the “IP
Study”).  Subsequently, the Company has identified a selection of IP
for acquisition and discussions with the IP holders are
ongoing.  Legacy was paid a fixed fee of $10,000 for their
services.





ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES





For the
year ended June 30, 2010 and 2009, the total fees charged to the company for
audit services, including quarterly reviews were $9,200 (including a payment of
$4,000 after June 30, 2010 for the audit services included in this Annual report
on Form 10-K) and $2,500, for audit-related services were $0 and $0 and for tax
services and other services were $0and $0, respectively.


16


PART
IV





ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULE





(a)  The
following Exhibits, as required by Item 601 of Regulation SK, are attached or
incorporated by reference, as stated below.





Number
            
            Description3.1.1
            
            Articles
      of Incorporation*3.1.2
            
            Certificate
      of Change3.1.3
            
            Certificate
      of Amendment3.2
            
            Bylaws*23.1
            
            Consent
      of Independent Registered Accounting Firm31.1
            
            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
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
            
            Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.





*
Incorporated by reference to the Registrant’s Form S-1 (file no. 333-160366),
filed with the Commission on July 1, 2009.





SIGNATURES





In
accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





GREEN
      CARBON TECHNOLOGIES CORP.(Name
      of Registrant)Date: October
      12, 2010
              
              By:
              /s/   David
      RendinaName:
              David
      RendinaTitle:
              President
      and  Chief Executive
Officer


17





EXHIBIT
INDEX


Number
            
            Description3.1.1
            
            Articles
      of Incorporation*3.1.2
            
            Certificate
      of Change3.1.3
            
            Certificate
      of Amendment3.2
            
            Bylaws*23.1
            
            Consent
      of Independent Registered Accounting Firm31.1
            
            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
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.32.2
            
            Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.




*
Incorporated by reference to the Registrant’s Form S-1 (file no. 333-160366),
filed with the Commission on July 1, 2009.


18