UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For the
quarterly period ended March 31, 2009





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




For the
transition period from _______________ to _________________





333-141035





(Commission
file number)









NEW GREEN
TECHNOLOGIES, INC.





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




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





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





(Address of principal
executive offices) (Zip Code)




813-944-3185





(Registrant's telephone
number, including area code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes xNo o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definition of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.




Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            Smaller
      reporting company
            x




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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  as of  May 15, 2009,
there were 34,751,620 shares outstanding.





Transitional
Small Business Disclosure Format (Check one): Yes oNo x




Documents
Incorporated by Reference: None




1






Table
      of Contents
                  PagePART
      I
                  FINANCIAL
      INFORMATION
                  4Item
      1
                  Financial
      Statements
                  4BALANCE
      SHEETS as of  March 31, 2009 (Unaudited) and December 31,
      2008
                  4STATEMENTS
      OF OPERATIONS For the quarters ended March 31, 2009 and 2008
      (Unaudited)
                  5STATEMENTS
      OF CASH FLOWS For the quarters ended March 31, 2009 and 2008
      (Unaudited)
                  6 –
      7Notes
      to Financial Statements
                  8Item
      2
                  Management's
      Discussion and Analysis of Financial Condition and Results
      of Operations
                  14Item
      3
                  Quantitative
      and Qualitative Disclosures about Market Risk
                  20Item
      4T
                  Controls
      and Procedures
                  20PART
      II
                  OTHER
      INFORMATION
                  21Item
      6
                  Exhibits
                  21SIGNATURES
                  21















2







Forward looking
statements





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










































3


PART
I - FINANCIAL INFORMATION




ITEM
1. FINANCIAL STATEMENTS


NEW
      GREEN TECHNOLOGIES, INC.BALANCE SHEETS(A
      Development Stage Company)UnauditedMarch 31, 2009
                                                                                  
                                                                                  
                                                                                  December 31, 2008ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  4,480Security
      Deposit
                                                                                  
                                                                                  
                                                                                  2,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,500Total
      Current Assets
                                                                                  
                                                                                  
                                                                                  2,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  6,980PROPERTY
      AND EQUIPMENTComputers
      and Equipment, net
                                                                                  
                                                                                  
                                                                                  7,658
                                                                                  
                                                                                  
                                                                                  
                                                                                  3,661CAVD
      Unit, net
                                                                                  
                                                                                  
                                                                                  80,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  85,000Plasma
      equipmet, net
                                                                                  
                                                                                  
                                                                                  31,200
                                                                                  
                                                                                  
                                                                                  
                                                                                  32,400Total
      Propert and Equipment
                                                                                  
                                                                                  
                                                                                  118,858
                                                                                  
                                                                                  
                                                                                  
                                                                                  121,061OTHER
      ASSETSCAVD
      Technology
                                                                                  
                                                                                  
                                                                                  645,667
                                                                                  
                                                                                  
                                                                                  
                                                                                  645,667Plasma/BORS
      Technology
                                                                                  
                                                                                  
                                                                                  300,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  300,000Investment-
      Kinetic Energy
                                                                                  
                                                                                  
                                                                                  68,750
                                                                                  
                                                                                  
                                                                                  
                                                                                  68,750Investment
      in SEP
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -New
      Green Technology
                                                                                  
                                                                                  
                                                                                  12,000
                                                                                  
                                                                                  
                                                                                  
                                                                                  12,000Total
      Other Assets
                                                                                  
                                                                                  
                                                                                  1,026,417
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,026,417Total
      Assets
                                                                                  
                                                                                  $
                                                                                  1,147,775
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1,154,458LIABILITIES & STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      Payable
                                                                                  
                                                                                  $
                                                                                  346,592
                                                                                  
                                                                                  
                                                                                  $
                                                                                  282,352Accrued
      Liabilities
                                                                                  
                                                                                  
                                                                                  532,215
                                                                                  
                                                                                  
                                                                                  
                                                                                  502,215Other
      Current Liabilities
                                                                                  
                                                                                  
                                                                                  44,675
                                                                                  
                                                                                  
                                                                                  
                                                                                  37,925Total
      Current Liabilities
                                                                                  
                                                                                  
                                                                                  923,482
                                                                                  
                                                                                  
                                                                                  
                                                                                  822,492OTHER
      LIABILITIESNotes
      Payable
                                                                                  
                                                                                  
                                                                                  302,719
                                                                                  
                                                                                  
                                                                                  
                                                                                  354,000Accounts
      Payable-Related Parties
                                                                                  
                                                                                  
                                                                                  51,500
                                                                                  
                                                                                  
                                                                                  
                                                                                  51,500Commitments
      and Contingencies
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Total
      Liabilities
                                                                                  
                                                                                  
                                                                                  1,277,701
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,227,992STOCKHOLDERS'
      DEFICITCommon
      Stock, $.001 par value, 200,000,000 Shares Authorized30,702,893
      and 24,009,558 Issued and Outstanding Respectively
                                                                                  
                                                                                  
                                                                                  30,703
                                                                                  
                                                                                  
                                                                                  
                                                                                  24,010Preferred
      Stock, $.001 par value, 70,000,000 Shares Authorized29,517
      Issued and Outstanding
                                                                                  
                                                                                  
                                                                                  29
                                                                                  
                                                                                  
                                                                                  
                                                                                  29Additional
      Paid -in Capital
                                                                                  
                                                                                  
                                                                                  17,338,335
                                                                                  
                                                                                  
                                                                                  
                                                                                  17,220,998Total
      Capital Stock
                                                                                  
                                                                                  
                                                                                  17,369,067
                                                                                  
                                                                                  
                                                                                  
                                                                                  17,245,036Accumulated
      Deficit
                                                                                  
                                                                                  
                                                                                  (17,498,993
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (17,318,570
                                                                                  )Total
      Stockholders' Deficit
                                                                                  
                                                                                  $
                                                                                  (129,926
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (73,534
                                                                                  )Total
      Liabilities & Equity
                                                                                  
                                                                                  $
                                                                                  1,147,775
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1,154,458*
      The balance sheet of December 31, 2008 was taken from the audited
      financial statements of that date.See
      accompanying notes to unaudited condensed financial statements which are
      an integral part of these financial
statements.


4
  New
      Green Technologies, Inc.STATEMENTS OF OPERATIONS(A
      Development Stage Company)UNAUDITEDAccumulatedfromDate
      ofThree
      Months
                                                                
                                                                
                                                                Three
      Months
                                                                
                                                                
                                                                Inceptionended
                                                                
                                                                
                                                                ended
                                                                
                                                                
                                                                ThroughMarch
      31, 2009
                                                                
                                                                
                                                                March
      31, 2008
                                                                
                                                                
                                                                March
      31, 2009Net
      Sales
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -Cost
      of Sales
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -Gross
      Profit
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -Selling,
      General & Administrative Expenses
                                                                
                                                                
                                                                178,022
                                                                
                                                                
                                                                
                                                                66,742
                                                                
                                                                
                                                                
                                                                14,176,010Research
      And Development
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,374,586Loss
      from Operations
                                                                
                                                                
                                                                178,022
                                                                
                                                                
                                                                
                                                                66,742
                                                                
                                                                
                                                                
                                                                15,550,596Loss
      on Sale of Securities
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                697,237Permanent
      Impairment Writedown onMarketable
      securities
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,043,559Interest
      Expense
                                                                
                                                                
                                                                6,750
                                                                
                                                                
                                                                
                                                                6,750
                                                                
                                                                
                                                                
                                                                211,949Net
      Loss
                                                                
                                                                $
                                                                184,772
                                                                
                                                                
                                                                $
                                                                73,492
                                                                
                                                                
                                                                $
                                                                17,503,341Basic
      Net Loss Per Common Share
                                                                
                                                                $
                                                                (0.01
                                                                )
                                                                
                                                                $
                                                                (0.01
                                                                )Weighted
      Average of Common SharesOutstanding
                                                                
                                                                
                                                                27,877,400
                                                                
                                                                
                                                                
                                                                6,150,838See
      accompanying notes to unaudited condensed financial statements which are
      an integral part of these financial
statements.




5




New
      Green Technologies, Inc.STATEMENTS OF CASH FLOWS(A
      Development Stage Company)UNAUDITEDAccumulated
      fromDate
      of InceptionThree
      Months Ended
            
            
            Three
      Months Ended
            
            
            throughMarch
      31, 2009
            
            
            March
      31, 2008
            
            
            March
      31, 2009OPERATING
      ACTIVITIESNet
      Loss
            
            $
            (184,772
            )
            
            $
            (73,492
            )
            
            $
            (17,503,341
            )Adjustments
      To Reconcile Net Loss to Cash Used By Operating
Activities:Depreciation
            
            
            6,551
            
            
            
            1,278
            
            
            
            47,451Amortization
      of Debt Discount
            
            
            -
            
            
            
            -
            
            
            
            40,000Interest
      Expense
            
            
            6,750
            
            
            
            6,750
            
            
            
            122,871Issuance
      of Common  Shares for Services
            
            
            72,750
            
            
            
            35,550
            
            
            
            11,786,955Issuance
      to Regent
            
            
            -
            
            
            
            -
            
            
            
            839,232Loss
      on Sale of Securities
            
            
            -
            
            
            
            -
            
            
            
            697,237Loss
      on Investment
            
            
            -
            
            
            
            -
            
            
            
            133,787Permanent
      Impairment Writedown on Marketable Securities
            
            
            -
            
            
            
            -
            
            
            
            903,468Accounts
      Payable
            
            
            64,241
            
            
            
            201,534
            
            
            
            288,891Accounts
      Payable - Related Parties
            
            
            -
            
            
            
            27,000
            
            
            
            50,500Stock
      Loans Receivable
            
            
            -
            
            
            
            -
            
            
            
            7,000Accrued
      Liabilities
            
            
            30,000
            
            
            
            -
            
            
            
            543,577Cash
      Provided By (Used In) Operating Activities
            
            
            (4,480
            )
            
            
            198,620
            
            
            
            (2,042,372
            )INVESTING
      ACTIVITIESPurchase
      of Fixed Assets
            
            
            -
            
            
            
            -
            
            
            
            (23,881
            )Cash
      Proceeds on Sale of Marketable Securities
            
            
            -
            
            
            
            -
            
            
            
            201,208Loss
      on Langley
            
            
            -
            
            
            
            -
            
            
            
            6,304Licensing
      Fee
            
            
            -
            
            
            
            (200,000
            )
            
            
            (300,000
            )Employee
      Advances
            
            
            -
            
            
            
            
            
            
            
            (4,500
            )Investment
      in SEP
            
            
            -
            
            
            
            
            
            
            
            (50,000
            )Cash
      Used In Investing Activities
            
            
            -
            
            
            
            (200,000
            )
            
            
            (170,869
            )















6




STATEMENTS OF CASH
FLOWS-
continued




FINANCING
      ACTIVITIESProceeds
      from notes payable
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            437,000Security
      Deposit
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            (2,500
                                                                                                            )Net
      Proceeds From Shareholder Advances
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            1,733,741Stock
      Subscription
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            45,000Cash
      Provided By Financing Activities
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            2,213,241Decrease
      in Cash and Cash Equivalents
                                                                                                            
                                                                                                            
                                                                                                            (4,480
                                                                                                            )
                                                                                                            
                                                                                                            
                                                                                                            (1,380
                                                                                                            )
                                                                                                            
                                                                                                            
                                                                                                            -CASH
      AND CASH EQUIVALENTS, beginning of period
                                                                                                            
                                                                                                            
                                                                                                            4,480
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            1,380
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -CASH
      AND CASH EQUIVALENTS, end of period$
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            -See
      accompanying notes to unaudited condensed financial statements which are
      an integral part of these financial
statements.


















7
 NEW GREEN TECHNOLOGIES
INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 March 31, 2009
(UNAUDITED)






NOTE
1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation




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




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




Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.





Fair
Value of Financial Instruments





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





Cash and
Cash Equivalents





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




Concentration
of Credit Risk




The
Company places its cash in what it believes to be credit-worthy financial
institutions. However, cash balances may exceed FDIC insured levels at various
times during the year. There were no bank balances exceeding insured limits at
March 31, 2009.





Revenue





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




Income
Taxes





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





Loss Per
Share





The
Company calculates earnings per share in accordance with SFAS No. 128, "Earnings
Per Share," which requires presentation of basic earnings per share ("Basic
EPS") and diluted earnings per share ("Diluted EPS"). The computation of Basic
EPS is computed by dividing loss available to common stockholders by the
weighted average number of outstanding common shares during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period. The computation of Diluted EPS does not assume conversion, exercise or
contingent exercise of securities that would have an anti-dilutive effect on
earnings. As of March 31, 2009, there were no stock options and 2,116,667
warrants outstanding.


8
 
 NEW GREEN TECHNOLOGIES
INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 March 31, 2009
(UNAUDITED)


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





Stock
Based Compensation





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





Investments




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




Advertising





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





Recently
Issued Accounting Pronouncements





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





Going
Concern Uncertainty





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







NOTE 2 - GOING CONCERN
CONSIDERATION





Since its
inception, the Company has suffered recurring losses from operations and has
been dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations. During the year ended December 31, 2008,
the Company reported net losses of $1,680,184. In addition the Company had a
loss of $184,772 for the quarter ended March  31, 2009.





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





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









9
 
 NEW GREEN TECHNOLOGIES
INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 March 31, 2009
(UNAUDITED)


NOTE 3 - RELATED PARTY
TRANSACTIONS




For the
quarter ended March 31, 2009, officers and directors of the Company received no
common shares as payment of their services.





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





Four
individuals named in Item 403 of Regulation S-B have advanced us money for
general and administrative expenses: Kenneth Brown a Past President, Craig
Huffman our Chief Executive Officer, James Baker a former Director
and  James Thomas, our current Outside Director.  SEE NOTE
12





As of
March 31, 2009, Mr. Brown was owed $2,500, Mr. Huffman was owed $15,000 and Mr.
Thomas was owed a total of $34,000 which  appears as Accounts Payable
Related Parties. There has been no repayment terms specified for the loans. As
such, we have classified the loans as Other Liabilities because of the Company’s
historic cash position .





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







NOTE
4 - STOCKHOLDERS' DEFICIENCY





On
October 12, 2005, 246,666 shares were issued for the comprehensive Agreement for
Licensing, Joint Venture Agreement, and Manufacturing Agreement with Regent
Machine Products, LLC. Additionally, in the quarter ended September 30, 2006,
83,333 shares were issued under this agreement. On January 23, 2007, 50,000
shares were issued.  A total of 380,000 shares have been issued under
this agreement as reflected under Research and Development on the Statement
of Operations.
 
 Prior to
the merger of Internal Command with Home Services, the Company (HSVI) had
incurred additional deficits in cashflow from operating activities. In 2004 th
Company had accrued approximately $906,879 in obligations to vendors,
consultants and former employees.  In 2008, the Company after
considering alternatives available determined that the best resolution was to
deliver  the common stock which had been previously issued as
satisfaction for these obligations.   The Company used certified
mail to send the certificates which had been held for the names on the
certificates to the last known addresses obtained from Transfer
agent.  Any returned certificates will be turned over to the State of
Florida as abandoned property.
 
 On March
25, 2008 the Company entered into an agreement to purchase from World
Environmental Solutions Co. Inc. (WESCO) all of the Technology rights for the
Catalytically Activated Vacuum Distillation (CAVD) technology for 3,183,333
shares of its restricted common stock valued at $445,667.  The
agreement calls an additional payment if certain milestones are
achieved.
 
 On April
24, 2008 the Company entered into an agreement to purchase from U.S. Sustainable
Energy Corporation its Plasma technologies and the Ballast Oil Recovery System
(BORS) technologies for 2,800,000 shares of its restricted common stock valued
at $336,000.
 
 On May 6,
2008 the Company purchased the name “New Green Technologies Inc.” for 50,000
shares of its restricted common stock valued at 12,000.


10
 
 NEW GREEN TECHNOLOGIES
INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 March 31, 2009
(UNAUDITED)


NOTE 5 - COMMON AND PREFERRED
STOCK




The
Company’s Articles of Incorporation authorize the issuance of up to 200,000,000
shares of common stock, with a par value of $.001 and the issuance of up to
70,000,000 shares of preferred stock, with a par value of $.001.  On
March 31, 2008 the Company authorized a 1:30 reverse of both its Common and
Preferred shares.
 
 COMMON
STOCK
 
 During
the quarter ended  March 31, 2009 the Company engaged in various
transactions affecting stockholders’ equity, as follows: The Company issues
shares of common stock from time to time to compensate consultants as
consideration for services rendered. These shares are valued at the trading
value on the date of grant or per contract. For the three months ended
March 31, 2009, a total of 2,776,835 shares of common stock were issued to 4
individuals and organizations as payment for services totaling
$72,750.
 
 For the
three months ended March 31, 2009, 3,916,500 shares of common stock were issued
as repayment for notes payable. Notes are interest bearing and
the interest is  prepaid by discounted stock valued as of the
date of the Note. Pursuant to the terms of the Note, if the Notecannot be repaid
within a specified time period, then restricted shares are issued to the lender
equal to the amount of the Note. The shares are discounted approximately 50% as
an inducement.
 
 PREFERRED
STOCK
  The
Company's has designated the issuance of up to 70,000,000 shares of Series A
Convertible Preferred Stock, with a par value of $.001. Series A Convertible
Preferred Stock can be exchanged at the option of the stockholder into shares of
common stock at the rate of one share of Series A Convertible Preferred Stock
for one share of Common Stock at any time after the first anniversary of the
original date of issuance. The Series A Convertible Preferred Stock shall rank,
as to dividends and upon liquidation senior and prior to the Company’s Common
Stock and to all other classes or class of stock issued by the Company, except
as otherwise approved by the affirmative vote or consent of the holders of a
majority of the shares of Series A Convertible Preferred Stock. In addition, so
long as any share of Series A Convertible Preferred Stock shall be outstanding,
the holders of such convertible preferred stock shall be entitled to receive out
of any funds legally available, when, as and if declared by the Board of
Directors of the Company, preferential dividends at the rate of ten percent
(10%) per annum, payable upon the first anniversary date of the original issue
date, then quarterly with payment to be made in either cash or in the issuance
of additional share of Series A Convertible Preferred Stock. Such dividends
shall be cumulative and begin to accrue from the original issue date, whether or
not declared and whether or not there shall be net profits or net assets of the
Company legally available for the payment of those dividends. To date, no
dividend has been declared by the Board of Directors. The Series A Convertible
Preferred stockholders shall be entitled to vote on all matters requiring a
shareholder vote of the Company. Each Series A Convertible Preferred shareholder
of record shall have one vote for each share of Series A Convertible Preferred
stock outstanding. During 2006, 6,112,265 preferred shares were converted
to common stock. On December 31, 2006 there were 1,055,180 shares of preferred
outstanding.  During 2007, 200,000 preferred shares were converted to
common stock.  On December 31, 2008 there were 29,506 shares of
preferred outstanding.  On March 31, 2009 there were 29,506 shares of
preferred stock outstanding.
  There was
$737 in unpaid and undeclared cumulative dividends accrued during the quarter
ended March 31, 2009. Total cumulative dividends unpaid and undeclared as of
March 31, 2009 are $451,826.




NOTE
6 - PROPERTY AND EQUIPMENT





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


Property
      and equipment
                  
                  $
                  177,266Less
      accumulated depreciation
                  
                  
                  (68,408
                  )Property
      and equipment, net
                  
                  $
                  108,858







NOTE 7 - STOCK
OPTIONS





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







NOTE
8 - INCOME TAXES





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


11
 
 NEW GREEN TECHNOLOGIES
INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 March 31, 2009
(UNAUDITED)


NOTE 8 - INCOME TAXES-
continued





At March
31, 2009, the Company had federal net operating loss carry forwards of
approximately $6,336,286 that expire from 2009 to 2027 and state net operating
loss carry forwards of approximately $1,105,488 that expire from 2009
to 2011.
  Substantially
all of the deferred income tax asset of $7,441,874 relates to income tax
benefits from net operating loss carry forwards. Because of the change of
control issues under Section 382 of the Internal Revenue Code and the current
uncertainty of realizing the benefits of the tax carry forward, an equal
valuation allowance has been established. The full realization of the tax
benefit associated with the carry forward depends predominantly upon the
Company's ability to generate taxable income during the carry forward
period.







NOTE
9 - COMMITMENTS AND CONTINGENCIES




None







NOTE
10 - LOSS PER SHARE





Outstanding
warrants were not considered in the calculation for diluted earnings per share
for the year ended December 31, 2008  or for the three months ended on
March 31, 2009 because the effect of their inclusion would be
anti-dilutive.
 
 Warrants
to purchase 2,116,667 shares of common stock were outstanding and excluded from
the loss per share calculation at March 31, 2009 and December 31,
2008.






NOTE
11 - INVESTMENTS





The
Company’s investment in Kinetic Energy is classified as available-for-sale and
is presented at the estimated fair value.
 
 During
2007, the Company invested $50,000 in the Springfield Energy
Project.  The Company determined that after one year of no activity
that the investment had no value and wrote this investment off in the fourth
quarter of 2008.




12
 
 NEW GREEN TECHNOLOGIES
INC.
 (A
Development Stage Company)
 NOTES
TO FINANCIAL STATEMENTS
 March 31, 2009
(UNAUDITED)


NOTE 12 - SHAREHOLDER
LOANS





As of
March 31, 2009 the Company had outstanding borrowings from two directors and a
former officer who are share holders totaling $51,500. The borrowings have no
specific repayment terms.  These are included on the balance sheet in
Accounts Payable Related Parties.   A former director and
shareholder is owed $150,000 and this is included as part of Notes
Payable.





NOTE
13 – LEGAL





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





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





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





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





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





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




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





The
Company believes the case has no merit.










13





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




DESCRIPTION OF
BUSINESS





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





GENERAL





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







RESULTS
OF OPERATIONS




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





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





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







HISTORY
OF COMPANY




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





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


14


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




HISTORY OF COMPANY-
continued




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





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





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








BUSINESS STRATEGY





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





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





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





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





The
project will encompass using modular CAVD technology in a large plant to reduce
the volume of the stockpiled construction debris, and if necessary, New Green’s
plasma system to convert any hazardous materials remaining in the concentrated
waste to cleaner burning gas.  The system will be studied to use the
recovered oil and gas for electrical production, using commercially available
power generation systems, which New Green has identified, or reciprocating
engines.  Material remaining after gasification will undergo plasma
pyrolysis, which also creates a combustible gas for electrical production. New
Green and GES expect the feasibility bid to be awarded by the end
of  May, 2009





New
Green’s Energy Commander technology has now been studied and is being examined
for use in the gas line and well industry for the production of electricity. New
Green is seeking to enter into a licensing agreement for the production and
marketing of the Energy Commander for use in the gas sector. The technology,
which was originally derived for use with air and gas substances looks to be
built for prove out and commercial use for creation of electricity in the large
pressure natural gas wells. The use of the Energy Commander technology is
expected to reduce the amount of Carbon Dioxide released from well operations,
and provide efficient electricity for well use. The technology, which uses small
amounts of pressure to create electricity from water flow, can use the massive
amounts of gas pressure available to supply all electrical needs for natural gas
well operations on site.





15


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




BUSINESS STRATEGY-
continued




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




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





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





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





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





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





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





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





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


16


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




BUSINESS
STRATEGY-
continued




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





●
            Our
      ability to continue to obtain sources of outside
  financing.




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





●
            Our
      ability to generate sustainable revenue and cash
  flow.







ACQUSITIONS
OF SIMILAR TECHNOLOGIES





CM2
AGREEMENT:




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





KINETIC
ENERGY





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





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






RESULTS
OF OPERATIONS





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





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





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






17




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




COMPARISON
OF THREE MONTHS ENDED MARCH 31, 2009 TO THREE MONTHS ENDED MARCH 31,
2008.





Revenue
for the three months ended March 31, 2009 and 2008 was $-0-.




General
and administrative expenses for the three months ended March 31, 2009 of $
178,022 increased $111,280 compared to the general and administrative expenses
for the three months ended March 31, 2008 which were $66,742. The increase was
primarily due to an increase in  services .






LIQUIDITY
AND CAPITAL RESOURCES




Our
operating activities used cash in the amount of $7,670 for the period ended
March 31, 2009. We will need additional private placements, debt financing or
equity investment in order to participate fully and at the levels intended.
There can be no assurance that any of the plans developed will produce cash
flows sufficient to ensure long-term viability.





The
Company has incurred additional deficits in cash flow from operating activities.
These deficits have been funded from loans from significant shareholders. The
Company is in discussions with several capital organizations with a view to
selling more common and preferred shares as a means of financing future capital
needs. The Company anticipates it will be successful in these discussions;
however, there can be no assurances that the Company will be successful in doing
so and will produce cash flows sufficient to ensure its long-term viability. The
cash provided by financing activities was zero  for
both  the period ended March 31, 2009 and for the period ended March
31 2008.







SUBSEQUENT
EVENTS





None







CRITICAL
ACCOUNTING POLICIES AND ESTIMATES





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




RISKS
and UNCERTAINTIES





GOING
CONCERN RISK





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




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






18




Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operation-
continued
  IMPLEMENTATION
OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING




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




Development
Stage Company





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




Going
Concern





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





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





Costs
of Conducting Business





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





Technological
Change





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





Contracts





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




Fluctuations in Operating
Results




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





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





Seasonality





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




19




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




OFF
BALANCE SHEET ARRANGEMENTS.





For the
period ended March 31, 2009, we did not engage in any off balance sheet
transactions.







Item
3. Quantitative and Qualitative Disclosures about Market Risk




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







Item
4T. Controls and Procedures




Evaluation
of Disclosure Controls





As of the
end of the period of this report, management performed an assessment of our
internal controls over financial reporting as of March 31, 2009  as
required by Exchange Act Rule 13a-15(c).  This assessment was carried
out under the supervision and with the participation of our management,
including our Chief Executive Officer and Acting Principal Financial Officer.
Based on that evaluation, our Chief Executive Officer and Acting Principal
Financial Officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in the Company’s periodic reports to the Securities and Exchange
Commission.   During 2009  assessments were made to
ensure that the disclosure controls and procedures previously found not
effective had been corrected and that the improvements were being
followed.






MANAGEMENT
REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING




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




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




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





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




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


20


Item 4T. Controls and Procedures
-
continued





MANAGEMENT REPORT ON
INTERNAL CONTROLS OVER FINANCIAL REPORTING -
continued




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




Limitations
on the Effective of Controls




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




Conclusions




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







PART
II - OTHER INFORMATION





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





Item
6. Exhibits


Exhibit
      No.
                    DescriptionExhibit 31.1
                    Certification of Chief Executive Officer and
      Acting Principal Financial Officer of New Green Technologies, Inc.
      required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities
      Exchange Act of 1934, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002Exhibit 32.1
                    Certification of  Chief Executive
      Officer and Acting Principal Financial Officer of New Green Technologies ,
      Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section
      1350 of 18 U.S.C.
63









SIGNATURES





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


NEW
      GREEN TECHNOLOGIES INC.Date: May
      20, 2009
              By
              /s/ CRAIG
      HUFFMANCHIEF
      EXECUTIVE OFFICER AND ACTING PRINCIPAL FINANCIAL
  OFFICER






21