UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q /A





Amendment
No 1





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





For the
quarterly period ended September 30, 2008





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  November 11,
2008, there were 19,269,717 shares outstanding .





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




Documents
Incorporated by Reference: None










1












EXPLANATORY
NOTE





This
Amendment is being filed to include the Statements of Cash Flows which were not
included in the November 19, 2008 filing of the Quarterly Form 10Q for the
quarter ended September 30, 2008.  In addition the presentation of
Current Liabilities on the Balance Sheets for the September 30, 2008 and
December 31, 2007 periods were changed with no effect on the totals for the
respective periods.  This change was made to reflect current
presentation format.





For convenience
we have submitted the entire Quarterly Form filing reflecting the addition of
the Statement of Cash Flow Statements and the presentation changes to the
Balance Sheets.






2








Table
      of Contents
            PagePART
      I
            FINANCIAL
      INFORMATION
            5Item
      1
            Financial
      Statements
            5BALANCE
      SHEETS as of September 30, 2008 (Unaudited) and December 31,
      2007
            5STATEMENTS
      OF OPERATIONS For the three months  and nine months
      ended September 30, 2008 and 2007 (Unaudited)
            6STATEMENTS
      OF CASH FLOWS For the nine months ended September 30, 2008 and 2007
      (Unaudited)
            7 –
      8Notes
      to Financial Statements
            9Item
      2
            Management's
      Discussion and Analysis of Financial Condition and Results
      of Operations
            16Item
      3
            Quantitative
      and Qualitative Disclosures about Market Risk
            21Item
      4T
            Controls
      and Procedures
            21PART
      II
            OTHER
      INFORMATION
            22Item
      1
            Legal
      Proceedings
            22Item
      2
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            22Item
      6
            Exhibits
            22SIGNATURES
            22















3







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.
































4




PART
I - FINANCIAL INFORMATION
  ITEM
1. FINANCIAL STATEMENTS




NEW
      GREEN TECHNOLOGIES, INC.BALANCE SHEETS(A
      Development Stage Company)UnauditedSeptember 30, 2008
              
              
              December
      31, 2007
              *ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
              
              $
              -
              
              
              $
              1,380Security
      Deposit
              
              
              2,500
              
              
              
              2,500Total
      Current Assets
              
              
              2,500
              
              
              
              3,880PROPERTY
      AND EQUIPMENTComputers
      and Equipment (net of accumlated depreciation)
              
              
              4,939
              
              
              
              8,773CAVD
      (net of accumulated depreciation)
              
              
              90,000
              
              
              
              -Plasma
      (net of accumulated depreciation)
              
              
              33,600
              
              
              
              -Total
      Property and Equipment
              
              
              128,539
              
              
              
              8,773OTHER
      ASSETSInvestment-
      Kinetic Energy
              
              
              68,750
              
              
              
              68,750CAVD
      Technolgy
              
              
              645,667
              
              
              
              100,000Plasma
      & BORS Technology
              
              
              300,000
              
              
              
              -Intangible
      Asset
              
              
              12,000
              
              
              
              -Investment
      SEP
              
              
              50,000
              
              
              
              50,000Total
      Other Assets
              
              
              1,076,417
              
              
              
              218,750Total
      Assets
              
              $
              1,207,455
              
              
              $
              231,403LIABILITIES and
      DEFICIENCY in ASSETSCURRENT
      LIABILITIESAccounts
      Payable
              
              $
              208,292
              
              
              $
              120,593Due
      to Related Parties
              
              
              513,048
              
              
              
              123,548Other
      Current Liabilities
              
              
              31,512
              
              
              
              13,425Total
      Current Liabilities
              
              
              752,852
              
              
              
              257,566OTHER
      LIABILITIESNote
      Payable, Related Parties
              
              
              270,000
              
              
              
              150,000Debt
      Under Negotiations
              
              
              906,879
              
              
              
              906,879Shareholder
      Loans
              
              
              74,000
              
              
              
              34,000Commitments
      and Contingencies
              
              
              -
              
              
              
              -Total
      Liabilities
              
              
              2,003,731
              
              
              
              1,348,445DEFICIENCY
      in ASSETSCommon
      Stock, $.001 par value, 200,000,000 Shares Authorized
              
              
              17,783
              
              
              
              6,07817,782,748
      and 6,078,468 issued and outstanding respectively.Preferred
      Stock, $.001 par value, 70,000,000 Shares Authorized
              
              
              30
              
              
              
              3029,506
      issued and outstanding respectivelyAdditional
      Paid -in Capital
              
              
              16,606,061
              
              
              
              15,054,022Balance
      Due On Sale of Stock
              
              
              (455,000
              )
              
              
              (455,000
              )Accumulated
      Comprehensive Loss
              
              
              -
              
              
              
              (83,787
              )Accumulated
      Deficit
              
              
              (16,965,150
              )
              
              
              (15,638,385
              )Total
      Deficiency in Assets
              
              
              (796,276
              )
              
              
              (1,117,042
              )Total
      Liabilities and Deficiency in Assets
              
              $
              1,207,455
              
              
              $
              231,403*
      The balance sheet of December 31, 2007 was taken from the audited
      financial statements of that date.See
      accompanying notes to unaudited condensed financial statements footnotes
      which are an integral part of these financial
    statements.




5




NEW
      GREEN TECHNOLOGIES, INC.UNAUDITEDSTATEMENTS OF
    OPERATIONS(A
      Development Stage Company)AccumulatedfromDate
      ofThree
      Months
              
              
              Three
      Months
              
              
              Nine
      Months
              
              
              Nine
      Months
              
              
              Inceptionended
              
              
              ended
              
              
              ended
              
              
              ended
              
              
              ThroughSeptember
      30, 2008
              
              
              September
      30, 2007
              
              
              September
      30, 2008
              
              
              September
      30, 2007
              
              
              September
      30, 2008Net
      Sales
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              
              
              
              $
              -Cost
      of Sales
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -Gross
      Profit
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -Selling,
      General & Administrative Expenses
              
              
              527,278
              
              
              
              147,043
              
              
              
              1,176,728
              
              
              
              2,040,597
              
              
              
              13,727,319Research
      And Development
              
              
              -
              
              
              
              15,000
              
              
              
              -
              
              
              
              16,600
              
              
              
              1,374,586Loss
      from Operations
              
              
              527,278
              
              
              
              162,043
              
              
              
              1,176,728
              
              
              
              2,057,197
              
              
              
              15,147,405Loss
      on Sale of Securities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              697,237Permanent
      Impairment Writedown onMarketable
      securities
              
              
              -
              
              
              
              -
              
              
              
              83,787
              
              
              
              -
              
              
              
              993,559Other
      Income
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              -Interest
      Expense
              
              
              22,750
              
              
              
              4,175
              
              
              
              66,250
              
              
              
              4,190
              
              
              
              172,449Net
      Loss
              
              $
              (550,028
              )
              
              $
              (166,218
              )
              
              $
              (1,326,765
              )
              
              $
              (2,061,387
              )
              
              $
              (16,965,150
              )Basic
      Net Loss Per Common Share
              
              $
              (0.03
              )
              
              $
              (0.03
              )
              
              $
              (0.09
              )
              
              $
              (0.37
              )Diluted
      Net Loss Per Common Share
              
              $
              (0.03
              )
              
              $
              (0.03
              )
              
              $
              (0.09
              )
              
              $
              (0.37
              )Weighted
      Average of Common Shares
              
              
              16,617,003
              
              
              
              5,773,333
              
              
              
              15,306,995
              
              
              
              5,597,831OutstandingSee
      accompanying notes to unaudited condensed financial statements footnotes
      which are an integral part of these financial
    statements






6




NEW
      GREEN TECHNOLOGIES, INC.UNAUDITEDSTATEMENTS OF CASH
    FLOWS(A
      Development Stage Company)Accumulated
      fromDate
      of InceptionNine
      Months Ended
              
              
              Nine
      Months Ended
              
              
              throughSeptmber
      30, 2008
              
              
              September
      30, 2007
              
              
              September
      30, 2008OPERATING
      ACTIVITIESNet
      Loss
              
              $
              (1,326,765
              )
              
              $
              (2,061,387
              )
              
              $
              (16,965,150
              )Adjustments
      To Reconcile Net Loss to Cash Used By Operating
      Activities:Depreciation
              
              
              16,234
              
              
              
              3,834
              
              
              
              33,422Amortization
      of Debt Discount
              
              
              -
              
              
              
              -
              
              
              
              40,000Rent
              
              
              -
              
              
              
              22,818
              
              
              
              22,818Issuance
      of Common Shares for Interest
              
              
              46,000
              
              
              
              
              
              
              
              52,196Issuance
      of Common  Shares for Services
              
              
              724,077
              
              
              
              1,468,811
              
              
              
              11,593,922Issuance
      to Regent
              
              
              -
              
              
              
              33,332
              
              
              
              839,232Loss
      on Sale of Securities
              
              
              -
              
              
              
              -
              
              
              
              697,237Permanent
      Impairment Writedown on Marketable Securities
              
              
              83,787
              
              
              
              -
              
              
              
              987,255Accounts
      Payable
              
              
              89,275
              
              
              
              52,899
              
              
              
              186,911Due
      to related Parties
              
              
              389,500
              
              
              
              275,629
              
              
              
              499,848Other
      Current Liabilities
              
              
              31,512
              
              
              
              4,175
              
              
              
              44,937Cash
      Used By Operating Activities
              
              
              53,620
              
              
              
              (199,889
              )
              
              
              (1,967,372
              )INVESTING
      ACTIVITIESPurchase
      of Fixed Assets
              
              
              -
              
              
              
              -
              
              
              
              (23,881
              )Cash
      Proceeds on Sale of Marketable Securities
              
              
              -
              
              
              
              -
              
              
              
              201,208Loss
      on Langley
              
              
              -
              
              
              
              -
              
              
              
              6,304Employee
      Advances
              
              
              -
              
              
              
              (37,500
              )
              
              
              -Licensing
      Fee
              
              
              (200,000
              )
              
              
              -
              
              
              
              (300,000
              )Loan
      from Officer
              
              
              -
              
              
              
              2,500
              
              
              
              2,500Investment
      in SEP
              
              
              -
              
              
              
              (50,000
              )
              
              
              (50,000
              )Cash
      Used By Investing Activities
              
              
              (200,000
              )
              
              
              (85,000
              )
              
              
              (163,869
              )
    7
  STATEMENTS OF CASH
FLOWS - continued
  FINANCING
      ACTIVITIESProceeds
      from notes payable
              
              
              105,000
              
              
              
              150,000
              
              
              
              315,000Rent
      Deposit
              
              
              -
              
              
              
              -
              
              
              
              (2,500
              )Net
      Proceeds From Shareholder Loans
              
              
              40,000
              
              
              
              -
              
              
              
              40,000Net
      Proceeds From Shareholder Advances
              
              
              -
              
              
              
              112,655
              
              
              
              1,733,741Stock
      Subscription
              
              
              -
              
              
              
              20,000
              
              
              
              45,000Cash
      Provided By Financing Activities
              
              
              145,000
              
              
              
              282,655
              
              
              
              2,131,241Decrease
      in Cash and Cash Equivalents
              
              
              (1,380
              )
              
              
              (2,234
              )
              
              
              -CASH
      AND CASH EQUIVALENTS, beginning of period
              
              
              1,380
              
              
              
              4,221
              
              
              
              -CASH
      AND CASH EQUIVALENTS, end of period$
              -
              
              
              $
              1,987
              
              
              $
              -NON
      CASH INVESTING AND FINANCING ACTIVITIESPURCHASE
      of CAVD Technology and Equipment
              
              $
              445,6673.183,333
      common sharesPURCHASE
      of Plasma & Bors Technology and Equipment
              
              $
              336,0002,800,000
      common sharesPURCHASE
      of Name "NEW GREEN TECHNOLOGIES INC."
              
              $
              12,00050,000
      common sharesSee
      accompanying notes to unaudited condensed financial statements footnotes
      which are an integral part of these financial
    statements.








8
 NEW GREEN TECHNOLOGIES
INC.
 (A
Development Stage Company)
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





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
September 30, 2008.





Revenue





There was
no revenue generated in the years ended December 31, 2007 and
2006.  Nor was there revenue generated during the three months or nine
month period ended September 30, 2008.




Income
Taxes





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





Loss Per
Share





The
Company calculates earnings per share in accordance with SFAS No. 128, "Earnings
Per Share," which requires presentation of basic earnings per share ("Basic
EPS") and diluted earnings per share ("Diluted EPS"). The computation of Basic
EPS is computed by dividing
loss available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period. The computation
of Diluted EPS does not assume conversion, exercise or contingent exercise of
securities that would have an anti-dilutive effect on earnings. As of September
30, 2008, there were no stock options and 3,507,497 warrants
outstanding.






9
 NEW GREEN TECHNOLOGIES
INC. (A
Development Stage Company)
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





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. The adoption of
SFAS No. 123R resulted in no changes to the 2006 or prior financial statement
amounts or disclosures.





Investments




Management
reviews its investments at least annually and makes appropriate
adjustments.




Advertising





The
Company expenses advertising costs as incurred. The Company had no advertising
expense in the years ended December 31, 2007 and December 31,
2006.  The Company had no advertising expense during the quarter ended
September 30, 2008.





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, 2007 and
2006, the Company reported net losses of $2,069,085 and $7,045,255,
respectively. In addition the Company had a loss of $550,028 for the three
months ended September 30, 2008 and a loss of $1,326,765 for the nine months
then ended.





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.







10
 
 NEW GREEN TECHNOLOGIES
INC. (A
Development Stage Company)
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE
3 - RELATED PARTY TRANSACTIONS





For the
three months and nine month period ended September 30, 2008, 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 and James Thomas, our current
outside Directors.





As of
September 30, 2008, Mr. Brown was owed $2,500, Mr. Huffman was owed $15,000
which is included in Notes Payable, Mr. Thomas was owed a total of $34,000 and
appears as Stockholder Loans. 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 and is included in Notes Payable
Related Parties. The Lender may request repayment after two years of up to 25%
of the original principal.  To date only $150,000 of the $750,000 has
been drawn upon.





The
remaining $120,000 of Notes Payable, Related Parties consists five notes
from stockholders one of which resulted from the direct payment of a vendor
invoice of $15,000.





NOTE
4 - STOCKHOLDERS' DEFICIENCY





On
October 12, 2005, 7,400,000 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,
2,500,000 shares were issued under this agreement. On January 23, 2007, an
additional 1,500,000 shares were issued.  A total of 11,400,000 shares
have been issued under this agreement as reflected under Research and
Development on the Statement of Operations.





During
the year ended December 31, 2002, Home Services International Inc. (HSI) placed
2,813,180 shares of its common stock in an escrow account. These shares are
contingently issuable as they are to be issued to creditors as part of a plan to
negotiate Company obligations through an intermediary. The Company is attempting
to settle obligations by negotiating with creditors to take the Company’s common
stock as payment for the obligations. During the year ended December 31, 2002,
the Company had not issued any of these shares to creditors. During the year
ended December 31, 2003, the Company negotiated a settlement in which 249,905
shares of common stock were issued out of escrow to settle a creditor obligation
that had an original balance of $65,000. The settlement was recorded at the
trading value of the shares on the date of settlement. That value was $299,866.
The result was an additional expense of $234,866 charged to operations for the
year ended December 31, 2003. During the year ended December 31, 2004 and
December 31, 2005, the Company did not issue any of these shares to creditors.
No shares were issued in 2006 as well as 2007 nor have shares been issued in
2008.




On July
29, 2004, the Company entered into a Stock Purchase Agreement ("Purchase
Agreement"), effective October 7, 2004, with Langley Park Investments Plc
("Langley"), a corporation organized under the laws of England and Wales which
is admitted to trade on the London Stock Exchange ("LSE") as an investment
trust. Pursuant to the Purchase Agreement, the Company sold 2,375,000 shares
(post-split) of its common stock ("Company Stock") to Langley for a total
purchase price of approximately $1,780,000.





Langley
paid the purchase price by delivering 882,778 Ordinary Shares of Langley
("Langley Shares") to the Company with a value of one (1.00) British Pound
Sterling (approximately U.S. $1.80) per share. The Company issued the Company
Stock to Langley. Both the Company Stock and the Langley Shares were initially
placed into escrow, including fifty percent (50%) of the Langley Shares to be
deposited into escrow as Downside Price Protection (the "Langley Escrow
Shares").




On
November 3, 2004, the Company sold 441,389 shares of Langley Park Investment,
(London Exchange: LPI) for $193,388 (approximately .44 cents per share). This
was the first liquidation pursuant to the Agreement. These gross proceeds
represented a loss of $697,237 based upon the difference between the selling
price on November 3, 2004 and the Company’s trading price on July 29, 2004. The
balance of the 441,389 shares owned by the Company are valued at the market
price of the Langley Park Investments Plc as listed on the London Stock Exchange
("LSE") with the difference being carried as a component of comprehensive income
in the equity section of the Company’s financial statements.





Pursuant
to the terms and conditions of the Purchase Agreement, on the two year
anniversary of the Purchase Agreement (Two Year Anniversary), the market value
of the Company's common stock will be compared to the purchase price of the
Company Stock under the Purchase Agreement "Market Value” is defined as the
average of the ten (10) closing bid prices per share of the Company's common
stock during the ten (10) trading days immediately preceding the Two Year
Anniversary of the Agreement. If the Market Value of the Company's common stock
on the Two Year Anniversary is the same or higher than purchase price per share,
then at that time, the
Company will receive all of the Langley Escrow Shares. If the Market Value on
the Two Year Anniversary is less than purchase price per share, then for each
percentage point decline in value, the Company must sell a corresponding
percentage of the Langley Escrow Shares back to Langley for nominal
consideration, up to the maximum number of Langley Escrow Shares, and the
balance of the Langley Escrow Shares will be released from escrow to the
Company. In October 2006, the company sold 413,935 shares for proceeds of
$7,820. As of December, 31 2007, the Company wrote off the remaining
investment valued at $6,304 since the shares are no longer listed. At December
31, 2006, the total other comprehensive loss was $83,787.  In the second
quarter of 2008 Management concluded that recovery was not a reasonable
expectation and wrote off the comprehensive loss to expense.






11
 NEW GREEN TECHNOLOGIES
INC. (A
Development Stage Company)
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





NOTE 4 - STOCKHOLDERS'
DEFICIENCY - continued




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.




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.





COMMON
STOCK





During
the quarter ended September 30, 2008 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 September 30, 2008, a total of
2,721,896 shares of common stock were issued to 9 individuals and
organizations as payment for consulting services totaling $398,427. For the nine
months ended September 30, 2008, a total of 11,024,828 shares of common
stock were issued to 16 individuals and organizations as payment for the CAVD
and Plasma & BORS technologies $781,667 and  $724,077 for
consulting services, in total $1,505,744 .





For the
quarter ended September 30, 2008, no shares of common stock were issued as
payment for loans. Some loans are non-interest bearing and are paid by
discounted stock valued as of the date of the loan. Pursuant to the terms of the
loan, if the loan cannot be repaid within a specified time period, then
restricted shares are issued to the lender equal to the amount of the loan. The
shares are discounted approximately 50% as an inducement. Other loans are
interest bearing and the interest is paid with restricted stock.





During
the three months ended September 30, 2008 the Company issued 44,444 shares of
common stock as interest payment valued at $4,000 on a short term note totaling
$ 10,000.  For the nine months ended September 30, 2008 the Company
issued 679,444 common shares as interest payments on short term notes totaling
$46,000.




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, 2007 there were 29,506 shares of preferred outstanding.  On
September 30, 2008 there were 29,506 shares of preferred outstanding post
reverse.






12
 NEW GREEN TECHNOLOGIES
INC. (A
Development Stage Company)
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





NOTE 5 - COMMON AND
PREFERRED STOCK - continued




There was
$737.66 in unpaid and undeclared cumulative dividends accrued during the
three months ended September 30, 2008. Total cumulative dividends unpaid
and undeclared as of September 30, 2008 are $487,069.





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 5 years. Depreciation expense for the year ended December 31, 2007 and
2006 was $5,112 and $4,445, respectively. For the nine months ended September
30, 2008 depreciation expense was $16,234.   Property and
equipment consisted of the following at September 30, 2008:




Property
      and equipment
            
            $
            177,266Less
      accumulated depreciation
            
            
            (48,727
            )Property
      and equipment, net
            
            $
            128,539





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 nine months ended September 30, 2008 or in the
previous periods in the years ended December 31, 2007 and 2006.





NOTE 8 - INCOME
TAXES





The
Company has no income tax provision or benefit in the periods ended December 31,
2007 and 2006 or for the period ended September 30, 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.





During
the year ended December 31, 2007, the Company generated a tax benefit related to
operating loss carry forwards of $901,399 that was equally offset by a valuation
allowance.




At
December 31, 2007, the Company had federal net operating loss carry forwards of
approximately $15,638,385 that expire from 2009 to 2027 and state net operating
loss carry forwards of approximately $987,975 that expire from 2008 to
2010.  Substantially all of the deferred income tax asset of
$6,736,197 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. Significant components of the Company’s deferred tax
assets were as follows:





2007
            
            
            2006Net
      operating losses
            
            $
            15,638,385
            
            
            $
            13,569,300Total
      deferred tax assets
            
            
            6,736,197
            
            
            
            5,834,798Total
      valuation allowance
            
            
            (6,736,197
            )
            
            
            (5,834,798
            )Net
      deferred tax assets
            
            $
            -
            
            
            $
            -





The
valuation allowance increased by $901,399 during the year ended December 31,
2007.  No adjustment was made at the end of the three month or nine
months ended September 30, 2008.





NOTE
9 - COMMITMENTS AND CONTINGENCIES




Prior to
the merger of Internal Command with Home Services, the Company (HSVI) had
incurred additional deficits in cash flow from operating activities. The Company
had accrued approximately $906,900 in obligations to vendors, consultants and
former employees. The Company is attempting to settle these
obligations, primarily through the issuance of common stock. Management believes
we will ultimately settle these obligations for no more than amounts accrued at
December 31, 2007 and as of September 30, 2008. As a part of the Merger
Agreement with Internal Command International, Inc. (ICI), our former Chief
Executive Officer of HSVI, had and did affirm that the outstanding debts of
HSVI have been properly structured for management of the debt post-merger; namely,
that the debt was in the hands of suitable professional debt management team,
including Fletcher & Associates, and Harry J. Miller, PLLC; that there has
been set aside as part of the issued common stock for obligation and
satisfaction of the debt; and that the incoming principals of ICI would be held
harmless for this debt. In the summer of 2005, we released Harry Miller, PLLC
and Fletcher & Associates from their duties as debt managers, taking control
of such matters internally. To date, the shares issued to secure these debts are
unissued, and held by both Harry Miller PLLC in trust, and with the Company,
should the need arise for settlement of any such debts, if communication and
demand for the same is made. To date no such verified debt demands have been
made. Any settlements will be valued at the fair value of the stock at the time
the settlement is reached, or some other amount as negotiated.







13
 NEW GREEN TECHNOLOGIES INC. (A
Development Stage Company)
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS




NOTE
10 - LOSS PER SHARE





Outstanding
warrants were not considered in the calculation for diluted earnings per share
for the years ended December 31, 2007 and 2006 or for the quarter ended
September 30, 2008 and the nine months ended on September 30, 2008 because the
effect of their inclusion would be anti-dilutive.





Warrants
to purchase 103,583 shares of common stock were outstanding and excluded from
the loss per share calculation at December 31, 2007 and warrants to purchase
3,507,497of
common stock were outstanding and excluded from the loss per share calculation
for the quarter ended September 30, 2008.




NOTE
11 - INVESTMENTS





The
Company currently classifies all investment securities as available-for-sale.
These securities are presented at their estimated fair value. Unrealized gains
and losses on such securities, net of the related income tax effect, are
excluded from earnings and reported as a separate component of stockholders’
equity until realized. Realized gains and losses are included in earnings and
are derived using the specific identification method for determining the cost of
securities sold. Investment in Kinetic securities consisted of the following at
December 31, 2007 and September 30, 2008:





Cost
            Gross
      Gains
            Unrealized
      Losses
            Impairment
      Write-down
            Fair
      ValueKinetic
            $187,500
            $  0
            $  0
            $   (118,750)
            $
      68,750





During
the year ended December 31, 2005, the Company determined that the decline in
value of the Langley shares was other than temporary. However, there was no
basis to determine a forecasted recovery of fair value up to (or beyond) the
cost of the investment. Therefore, the Company wrote the carrying value down by
$784,718 to the investment's quoted trading value at September 30, 2005.
Proceeds from sales of equity securities were $193,388 and gross realized losses
were $697,237 for the year ended December 31, 2004. The fair value at December
31, 2005 is determined based on the trading price of Langley and translated to
U.S. dollars at the exchange rate on December 31, 2005.





The value
on December 31, 2007 of Langley was determined to be zero and written off since
it is no longer on listed on the LSE.





During
the year ended December 31, 2004, the Company invested in Kinetic Energy
Systems, Inc. (“Kinetic”) by issuing 1,250,000 shares of its common stock for
approximately 20% of Kinetic. The value of the investment was determined to be
$187,500 based on the trading price of the Company’s common stock at the time of
the agreement. The Company intends to jointly develop and market complimentary
technologies with Kinetic. The Company classifies its investment in Kinetic as
available-for-sale and has carried its investment at cost. The investment was
written down by $118,750 on September 30, 2005 to reflect slower than
anticipated development progress by Kinetic. The Company owns 2,000,000 voting
preferred shares of Kinetic Energy Systems, Inc. Kinetic has 10,000,000
preferred shares issued and outstanding and 1,000,000 common shares outstanding.
The Company’s interest in Kinetic is approximately 18%. The Company exercises no
management control and therefore, the cost method was used.




In 2006,
the Company paid a licensing fee for the CAVD technology.  The value at the
end of the quarter was included in the value of the technology
purchase.




During
2007, the Company invested $50,000 in the Springfield Energy
Project.





NOTE 12 - SHAREHOLDER
LOANS





As of
September 30, 2008, the Company had Notes Payables, Related Parties, which
includes borrowings from three directors totaling $199,000. The borrowings
have no specific repayment terms.





NOTE
13 - ACQUISITION




The
Company has signed an Acquisition Agreement with World Environmental Services,
Inc. (WESCO), as subsidiary of EarthFirst Technologies, Inc., as of March 25,
2008 to purchase all technologies, interest, assets, patents, and other
intellectual property related to
certain technologies hereby referred to as CAVD (and other processes related to
pyrolisis developed by WESCO), except those related to tires for the CAVD, or
those rights held by RCT, LLC.






14
 NEW GREEN TECHNOLOGIES
INC. (A
Development Stage Company)
 NOTES
TO UNAUDITED CONDENSED FINANCIAL STATEMENTS





NOTE 13 - ACQUISITION -
continued




On May 7,
2008, the Company delivered to WESCO, 3,183,333 shares or approximately thirty
three and one third (33 and 1/3%) percent of the then outstanding shares of
common stock. WESCO delivered through this Agreement, all matters related to the
CAVD or pyrolitic technology. Said items shall include the following types
of matters: all patents, patents pending, work product on improvements, all uses
for the CAVD, all laboratory and engineering work, all client materials, all
potential client list, sales lists, pro-formas, business plans, etc. such uses,
plans, patents, improvements, and all business opportunities shall include
Distillers Dry Grain (DDG), carpet waste, municipal waste, algae use, and all
other uses for CAVD, subject to the exclusions set forth in the attached
agreement. This agreement for purchase shall have no effect on the right of use
of CAVD for tires. On April 30, 2008 the 1 for 30 reverse split announced in the
March 27th Form
8-K was effective. All shares issued and the loss per share is presented on the
new basis representing a loss of $.03 for the three months ended
September 30, 2008.




New Green
Technologies had previously paid an amount of one hundred thousand dollars
($100,000) for the licensing of rights to the CAVD technology to WESCO, and a
later payment of two hundred thousand dollars ($200,000) in 2006 to a related
party. This amount was received under a separate contract relating to the
licensing of this technology, and was reflected on the Company’s books in the
first quarter of 2008 in license and accrued liabilities, for similar licensing
of use of the CAVD process which is subject to a civil suit by New Green
Technologies in the Thirteenth Judicial Circuit in and for Hillsborough County,
Florida at this time. New Green Technologies acknowledges that it will relieve
and dismiss any claim against that third party if all rights to such
technologies are delivered under this agreement. WESCO shall assist New Green
Technologies in any claim by any third party for the two hundred thousand
dollars ($200,000) under the earlier agreement by New Green Technologies and
such third party.




New Green
Technologies shall make an additional payment (secondary consideration) to WESCO
in common shares after one year, and no later than two years after closing,
which shall consist of ten percent (10%) of then outstanding shares at the time
of closing of this acquisition if the certain goals are
reached.  Management has determined that this is an acquisition of
a technology, not a business.





NOTE
14 - LEGAL




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 County, Florida 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 believe the Company will be successful in it
pursuit of GA Energy LLC.


















15





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




DESCRIPTION OF
BUSINESS




GENERAL
INFORMATION




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.




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.


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 intend to manufacture and distribute
alternative energy products that use water pressure flow to generate
electricity. We are currently finalizing production units of the Energy
Commander Version Five ("EC V") low impact hydro units. We entered into an a
Licensing, Joint Venture Agreement, and Manufacturing Agreement on October 12,
2005 with Regent Machine Products, LLC for the exclusive rights to the
HydroCam/EC V technology developed by Regent Machine Products, LLC. Anthony
Pecoraro, our former Chairman of the Board of Directors and former Vice
President of New Technology Development, is the Vice President and Co-Founder of
Regent Machine Products, LLC.





We have
now entered into the preproduction and field testing phase of our business
plan.  We anticipate producing ten EC V units in this year. These
units will be deployed in North America and Europe in applications with natural
water flows such as pipelines, rivers, aqueducts and dams. Additionally, we are
identifying alternative energy technologies that we can license or acquire as
additional revenue generating divisions.





Manufacture
of the first EC V units will be done by our joint venture partner, Cm2, located
in Terni, Italy, about one hour north of Rome. Cm2 manufactures large industrial
electrical components for utilities and other industries, including
transformers, VM and LV electrical switchboards, auxiliaries and conduits for
big transformers, cooling ducts, conduit bars, motors and
generators.  With on staff engineers, marketing and full production
capabilities, Cm2 is well suited to handle the Energy Commander
technology.  Cm2 is ISO 9001 certified, and IQ NET certified for the
production, maintenance and installation of all electrical systems, as well as
maintaining certifications in the same for quality control. RINA (Italian Air
and Shipping Registry) certifies that Cm2 works in accordance with ISO 9001
quality regulations in the making of the following products process services:
Planning, production, installation and assistance of civil and industrial
technological systems for electric, electronic and mechanical sectors. Cm2's
clients include Siemens, Colgate Palmolive Europe, Alitalia and every large
Italian utility.






16




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




BUSINESS STRATEGY - continued




Cm2 has
dedicated 800,000 sq. feet for hosting the final development and starting the
production line for the EC V. Cm2 has also reached an agreement with
Politecnico, one of the foremost Italian universities, for its endorsement of
the technology under a transfer plan that should assist Cm2 in obtaining
European Union (EU) grants, and contributions from the Italian state and from
the regional governments.




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 V
has several advantages over all other alternative energy technologies. The EC V
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.





The EC
V has no direct competition. Solar, wind, biomass and large flow
hydro-power sources are much different than the EC technology, and these
alternative energy sources can co-exist with the EC V. We are not competing with
these segments because our source of power is different than solar, wind,
geothermal (although the system can use geothermal outlets as power sources) or
biomass.  The EC V technology is related to traditional hydropower
only in the sense that it can use water flows; however, the flows of water
necessary for traditional hydropower are much greater—our technology is low flow
(typically a six-inch pipe is connected to the unit).


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 EC
technology provides reliable electricity at a lower cost than current
alternatives, and does so with free flows of wasted water or gas.





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.





We will
market the EC V system through a distributor network. We are also seeking to
acquire similar technologies that fit well with the EC V.





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.





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.






17




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




ACQUSITIONS
OF SIMILAR TECHNOLOGIES





CM2
AGREEMENT:




Cm2 is a
producer and supplier of electrical systems for European utilities and
industrial users. In February 2005, weentered into a joint
venture agreement for the production, distribution and sale of our Energy
Commander units to the (EU). Under the performance based contract, Cm2 will
manufacture units in Italy for distribution, sale, and lease into Europe as well
as provide engineering, production, marketing, distribution, and
service.  We have no significant capital expenditure requirements in
the agreement and will receive revenue in various forms.





Cm2 will
distribute and service the units in Europe through a joint venture entity.
Energy credits in the European Union are expected to be about 3 to 10 times
higher than for units placed in the U.S. Cm2’s experience in the European energy
market and ability to produce, sell, and maintain the units, gives us a strong
partner for the EU.





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.





We will
help market and develop Kinetic products in Europe and the United
States.  Our support of Kinetic is tied to our capital ability to do
so. We will help introduce Kinetic’s products to European entities for
development and marketing.





THE SPRINGFIELD ENERGY
PROJECT


On
September 25, 2006, we entered into an agreement with Wastech, Inc. (WTCH.PK) to
form the Springfield Energy Project (“SEP”).  SEP is a joint venture
with WTCH to acquire an old coalmine complex in Illinois.  Over many
years, millions of tons of waste coal were deposited in a slurry area on the
site.  Other coal waste was pushed into gob piles.  (Gob is
the waste coal from bituminous coal mining regions).  The slurry area
is not covered or reclaimed because the coal fines were disposed before current
reclamation regulations were in effect.  The site’s permit allows the
removal of the coal fines and also the disposal of coal combustion waste (fly
ash) at the site.  The sale of coal fines and the collection of tip
fees to dispose of ash is the primary source of revenue for the
project.





Due to
new scrubber technology at electrical generating facilities, coal fines have
become a desirable commodity.  The coarse, free-flowing coal fines in
the slurry area can be sold as fuel in fluidized bed boilers or specially
designed pulverized coal boilers.  Potential customers for the coal
fines are located within a short distance of the
project.  Negotiations with potential customers for long-term coal
purchase agreements and ash disposal agreements are currently
underway.





SEP was
unable to find funding within the option period which ended on December 31,
2007, but continues to pursue financing since the property is still
available.





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 technology 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 intend to move
to Tampa, to be a prove out for new feedstocks, and as a 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 is under control of EU
partners for market entry. We do not have rights to the use of the tire
technology component.






18




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




RESULTS OF OPERATIONS -
continued




In
January 2007, the EC V prototype was shipped to our production partner, Cm2, in
Italy, to undergo further design review with the goal of producing 10 commercial
units.  With the new management taking place in January, 2008, it was
determined that former management of the Energy Commander and the agreement with
Cm2 was not satisfactory, and that other technologies would be sought and
acquired from known relations with other companies, such as EarthFirst
Technologies, with the CAVD systems. Subsequently, in February 2008, New Green
Technologies made a strategic relationship with a Bulgarian based entity, and
formed a joint venture Bulgarian entity called Aegis Power, where one of the
goals is to take the Energy Commander technology to commercialization, instead
of relying upon Cm2 for development.




In April
2008, we acquired the rights to the Plasma Arc Flow and Ballast Oil Recovery
Systems (BORS) Technology and Activated Carbon Technology from U.S. Sustainable
Energy Corporation. These technologies will be developed, sold, or licensed as
appropriate under the new business plan of New Green Technologies.





COMPARISON
OF THREE MONTHS ENDED SEPTEMBER 30, 2008 TO THREE MONTHS ENDED SEPTEMBER 30,
2007.





Revenue
for the three months ended September 30, 2008 and 2007 was $-0-.




General
and administrative expenses for the three months ended September 30, 2008 of
$527,278 increased $380,235 compared to the general and administrative expenses
for the three months ended September 30, 2007 which were $147,043. The increase
was primarily due to an increase in the shares issued for renewal of
consulting agreements and ongoing services.





COMPARISON
OF NINE MONTHS ENDED SEPTEMBER 30, 2008 TO NINE MONTHS ENDED SEPTEMBER 30,
2007.





Revenue
for the nine months ended September 30, 2008 and 2007 was $-0-.


General
and administrative expenses for the nine months ended September 30, 2008 of
$1,176,128 decreased $864,469 compared to the general and administrative
expenses for the nine months ended September 30, 2007 which were
$2,040,597. The reduction was primarily due to a reduction in the shares
issued for consulting services.





LIQUIDITY
AND CAPITAL RESOURCES




Our
operating activities used cash in the amount of $146,380 for the period ended
September 30, 2008. 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 decreased to $145,000 for the period ended
September 30, 2008 compared to $282,655 from the period ended September 30,
2007.





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. At times we change historic classifications to reflect current
presentation.






19




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




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.




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.






20





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




IMPLEMENTATION OF BUSINESS
STRATEGY DEPENDENT ON ADDITIONAL FINANCING - continued




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.





OFF
BALANCE SHEET ARRANGEMENTS.





For the
period ended September 30, 2008, 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 prior quarter report, our principal executive and principal financial
officer carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures. This evaluation 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 earlier disclosure controls and procedures
were not effective in timely alerting them to information required to be
included in the Company’s periodic
reports to the Securities and Exchange Commission, which resulted in a
misstatement of both assets and liabilities of $200,000. In light of this event,
management has put additional controls in place regarding cash receipts and
disbursements. During the first fiscal quarter, there were changes in our
internal control over financial reporting that will materially affect
and likely to materially affect our internal control over financial
reporting.





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.






21




Item 4T. Controls and
Procedures - continued




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 31.1 - Certification of Chief Executive Officer
and Acting Principal Financial Officer of New Green Technologies, Inc. required
by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.





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










SIGNATURES





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




NEW
      GREEN TECHNOLOGIES INC.Date:  November
      21, 2008
            By
            /s/ CRAIG
      HUFFMANCHIEF
      EXECUTIVE OFFICER AND ACTING PRINCIPAL FINANCIAL
  OFFICER








22