UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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





For the quarterly period ended March 31, 2010





oTRANSITION 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.)





19337 US HIGHWAY 19 NORTH SUITE 525, CLEARWATER FLORIDA 33764





(Address of principal executive offices) (Zip Code)





727-451-6565





(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 x No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the 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 o No 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 10, 2010, there were 105,081,232 shares outstanding .





Transitional Small Business Disclosure Format (Check one): Yes o No x





Documents Incorporated by Reference: None


1







Table of Contents
PagePART I
FINANCIAL INFORMATION
4Item 1
Financial Statements
4BALANCE SHEETS as of  March 31, 2010 (Unaudited) and December 31, 2009
4STATEMENTS OF OPERATIONS For the quarters ended March 31, 2010 and 2009 (Unaudited)
5STATEMENTS OF CASH FLOWS For the quarters ended March 31,  2010 and 2009 (Unaudited)
6 – 7Notes to Financial Statements
8Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
15Item 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, 2010


December 31, 2009ASSETSCURRENT ASSETSCash and Cash Equivalents

$
1,776


$
2,504Total Current Assets


1,776



2,504PROPERTY AND EQUIPMENTComputers and Equipment, net


2,571



2,922CAVD Unit, net


59,998



64,999Plasma equipment, net


26,400



27,600Total Property and Equipment


88,969



95,521OTHER ASSETSCAVD Technology


645,667



645,667Plasma/BORS Technology


300,000



300,000New Green Technology


12,000



12,000Total Other Assets


957,667



957,667Total Assets


$
1,048,412


$
1,055,692LIABILITIES & STOCKHOLDERS' EQUITYCURRENT LIABILITIESAccounts Payable

$
141,811


$
142,828Accrued Liabilities


312,000



282,000Current Portion Notes Payable - Related Parties


75,000



75,000Accrued Interest - Related Parties


71,675



64,925Total Current Liabilities


600,486



564,753OTHER LIABILITIESNotes Payable:Related Parties


234,730



204,730Other


25,000



50,000Due to Related Parties


2,500



2,500Total Liabilities


862,716



821,983COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITYCommon Stock, $.001 par value, 200,000,000 Shares Authorized105,081,232 and 99,043,702 Issued and Outstanding Respectively


105,081



99,044Preferred Stock, $.001 par value, 70,000,000 Shares Authorized29,517 Issued and Outstanding


29



29Additional Paid -in Capital


18,377,434



18,349,471Total Capital Stock


18,482,544



18,448,544Accumulated Deficit


(18,296,848
)


(18,214,835
)Total Stockholders' Equity


185,696



233,709Total Liabilities & Stockholders' Equity

$
1,048,412


$
1,055,692* The balance sheet of December 31, 2009 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.UNAUDITEDSTATEMENTS OF OPERATIONS(A Development Stage Company)AccumulatedfromDate ofThree Months


Three Months


Inceptionended


ended


ThroughMarch 31, 2010


March 31, 2009


March 31, 2010Net Sales


$
-


$
-


$
-Cost of Sales


-



-



-Gross Profit


-



-



-Selling, General & Administrative Expenses


75,263



178,022



14,852,100Research And Development


-



-



1,374,586Loss from Operations


(75,263
)


(178,022
)


(16,226,686
)Loss on Sale of Securities


-



-



697,237Permanent Impairment Write down onMarketable securities


-



-



1,112,309Interest Expense


6,750



6,750



260,616Net Loss


$
(82,013
)

$
(184,772
)

$
(18,296,848
)Basic Net Loss Per Common Share

$
(0.00
)

$
(0.01
)Diluted Net Loss Per Common Share

$
(0.00
)

$
(0.01
)Weighted Average of Common SharesOutstanding


103,501,103



27,877,400See accompanying notes to unaudited condensed financial statements which are an integral part of these financial statements






5




New Green Technologies, Inc.UNAUDITEDSTATEMENTS OF CASH FLOWS(A Development Stage Company)Accumulated fromThree Months


Three Months


Date of InceptionEnded


Ended


throughMarch 31, 2010


March 31, 2009


March 31, 2010OPERATING ACTIVITIESNet Loss


$
(82,013
)

$
(184,772
)

$
(18,296,848
)Adjustments To Reconcile Net Loss to Cash Used By Operating Activities:Depreciation


6,552



6,551



72,992Amortization of Debt Discount


-



-



40,000Issuance of Common Stock for Rent


-



-



9,100Issuance of Common Stock for Services


9,000



72,750



11,983,039Issuance to Regent


-



-



839,232issuance of Common Stock for Interest


-



6,750



10,666Loss on Sale of Securities


-



-



697,237Loss on Investment


-



-



202,537Permanent Impairment Writedown on Marketable Securities


-



-



903,468Changes in Operating Assets and LiabilitiesAccounts Payable


(1,017
)


64,241



84,111Accrued Interest - Related Parties


6,750



-



200,372Stock Loans Receivable


-



-



7,000Accrued Liabilities


30,000



30,000



1,120,986Due to Related Parties


-



-



(49,000
)Cash Used By Operating Activities


(30,728
)


(4,480
)


(2,175,108
)INVESTING ACTIVITIESPurchase of Fixed Assets


-



-



(23,881
)Cash Proceeds on Sale of Marketable Securities


-



-



201,208Loss on Langley


-



-



6,304CAVD Acquisition


-



-



(300,000
)Employee Advances


-



-



(4,500
)Investment in SEP


-



-



(50,000
)Cash Used By Investing Activities


-



-



(170,869
)
    6
 - continued
  FINANCING ACTIVITIESProceeds from notes payable, net


30,000



-



569,012Net Proceeds From Shareholder Advances


-



-



1,733,741Stock Subscription


-



-



45,000Cash Provided By Financing Activities


30,000



-



2,347,753Decrease (Increase) in Cash and Cash Equivalents


(728
)


(4,480
)


1,776CASH AND CASH EQUIVALENTS, beginning of period


2,504



4,480



-CASH AND CASH EQUIVALENTS, end of period

$
1,776


$
-


$
1,776See 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, 2010 (UNAUDITED)




NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES





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, ICI 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 merged companies’ 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 ICI 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 ICI 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 (New Green, or the Company).  We are a publicly traded company listed on the OTC Electronic Bulletin Board. Our Symbol changed on July 3, 2008 to our current 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. Our offices are located at 19337 US Highway19 North, Suite 525 Clearwater, Florida 33764. Our website is www.newgreentech.us.





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 ASC 820 “Fair Value Measurements and Disclosure”.





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.  The Company has not experienced any loss in such accounts.  There were no bank balances exceeding insured limits at March 31, 2010 and December 31, 2009.





Revenue




There was no revenue generated during the quarters ended March 31, 2010 and 2009.


Income Taxes





Income taxes are provided for based on the liability method of accounting pursuant to ASC 740 “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.








8
 
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2010 (UNAUDITED)





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





Loss Per Share





The Company calculates earnings per share in accordance with ASC 260 "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, 2010 and 2009, there were 2,100,000 warrants, but no stock options outstanding.


Stock Based Compensation


The Company is subject to the provisions of ASC 718 “Stock Compensation” which prescribes the recognition of compensation expense based on the fair value of options on the grant date. ASC 718 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 ASC 718 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. The Company expenses stock options and other share-based payments.





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 quarters ended March 31, 2010 and 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.





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 quarters ended March 31, 2010 and 2009, the Company reported net losses of $82,013 and $184,772, respectively.





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 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.





These factors indicate that the Company may be unable to continue as a going concern for a reasonable period of time.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


9
 
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2010 (UNAUDITED)





NOTE 3 - RELATED PARTY TRANSACTIONS





For the quarter ended March 31, 2010, 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, James Baker a former Director and James Thomas a former Director.  SEE NOTE 13




As of March 31, 2010, Mr. Thomas was owed a total of $45,000 of which is covered by a promissory note, Mr. Baker was owed $150,000 plus interest, and Mr. Brown was owed $2,500.





There are no repayment terms specified for these loans except for Mr. Baker’s which matures in full in 2012 and 20% annually if he so requests. The 20% portion for 2010 is shown as a current liability. As such, we have classified the balance of the loans as other liabilities.





NOTE 4 - STOCKHOLDERS' EQUITY


On October 12, 2005, 246,667 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 June 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 on the Income Statement under Research and Development. 3,183,333 common shares were issued for the purchase of the CAVD Technology and 2,800,000 common shares were issued for the Plasma/BORS Technology.





In 2004 when the Company then known as Televoice Communication merged with Home Services International Inc., debts were allegedly owed to Home Services international vendors.  Home Services chose to pay the vendors by issuing common shares but failed to provide any supporting detail to support issuances.  Since no records were turned over to the Company to allow verification, the shares which had been issued in 2004 were held in escrow. In 2008 it was determined with the advice of legal council that the most cost effective solution was to mail the certificates certified mail to the last known address.  Those certificates returned to the Company would be turned over to the State of Florida as abandoned property.





On August 3, 2009 the Company entered into an Agreement with Bulova Technologies (BLVT) whereby BLVT would assume a portion of the debt owed to Craig Huffman for services performed as CEO and Director in the amount of $300,000 in exchange for 20,000,000 144 restricted common shares of the Company. In addition BLVT assumed a portion of the debt owed to James Thomas for services rendered as Director in the amount of $125,000 in exchange for 8,333,333 144 restricted common shares of the Company. In addition the Company issued 3,609,667 144 restricted shares to Craig Huffman for the balance of $54,145 owed him. James Thomas was issued 1,333,333 of 144 restricted shares in exchange for $20,000 owed to him and a Convertible Note for $45,000.





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.  On March 31, 2008 the Company authorized a 1:30 reverse of both its Common and Preferred shares.








10
 
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2010 (UNAUDITED)


NOTE 5 - COMMON AND PREFERRED STOCK - continued





COMMON STOCK




During the quarter ended March 31, 2010 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, 2010, a total of 1,573,244 shares of common stock were issued to 1 organization as payment for services totaling $9,000.





For the three months ended March 31, 2010, 4,464,286 shares of common stock were issued as repayment for Notes Payable. Notes Payable 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 Note cannot 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.





On December 15, 2009 the Company entered into a Secured Convertible Note for $50,000 with Asher Enterprises Inc at an interest rate of 8%. The Transfer Agent (Island Stock Transfer) was instructed as a part of the Agreement, to reserve 17,441,860 common shares. This Convertible Note is included in our Notes Payable.





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.  During 2009 no preferred shares were converted to common shares. On March 31, 2010 and 2009 there were 29,506 shares of preferred stock outstanding.




There was $1,890 in unpaid and undeclared cumulative dividends accrued during the quarter ended March 31, 2010. Total cumulative dividends unpaid and undeclared as of March 31,  2010 are $481,996.





NOTE 6 - PROPERTY AND EQUIPMENT




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 quarters ended March 31, 2010 and 2009 was $6,552 and $6,551 respectively. Property and equipment consisted of the following at March 31, 2010:





March 31, 2010Cost


Accumulated DepreciationCAVD Unit

$
100,000


$
40,002BORS/ PLASMA EQUIPMENT


36,000



9,600Computers and Equipment


41,266



38,695Total

$
177,266


$
88,297





11
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2010 (UNAUDITED)





NOTE 7 - INTANGIBLES





The Company has reviewed ASC 350-30-35-3 in reaching its conclusion that the intangible assets of CAVD and BORS/PLASMA have indefinite lives. For the CAVD there are no legal, regulatory or contractual limitations.  There are other technologies seeking to satisfy the same market needs, but none have commercial units nor is their technology the same. From an economic stand point the CAVD is more cost effective and has the capability of serving a wider range of markets.  For the BORS/PLASMA there are no legal, regulatory or contractual limitations. The BORS is a unique process which has economic value with the increase in oil prices.  The current price levels need to rise for the market/ demand to merit investing in marketing and production. The PLASMA technology has no legal, regulatory or contractual limitations.  The PLASMA technology can be integrated with the CAVD in applications where hazardous byproducts result and need to be disposed of in a continuous closed operation.





Balances as of March 31, 2010 and December 31, 2009 are as follows:




March 31, 2010


December 31, 2009CAVD TECHNOLOGY

$
645,667

$
645,667BORS/PLASMA TECHNOLOGY


300,000


300,000New Green Technologies


12,000


12,000Total

$
957,667

$
957,000





Catalytically Activated Vacuum Distillation (CAVD) employs thermal cracking under vacuum for waste remediation and the production of alternative fuels from various solid feed stocks. Applications include automobile shredder waste, biomass including tobacco waste, citrus waste and distillers grains, textiles including carpet waste, and plastics. Depending on the feedstock, the system can be tailored to recover marketable gaseous, solid and liquid end-products. The system can be configured for waste remediation or waste to energy, depending on the user’s needs and feedstock. In biomass utilization, tests have shown the CAVD to produce liquid fuels with much higher caloric value than seen for similar technologies.
 
 The Balanced Oil Recovery System (BORS Lift) is a device to recover petroleum from shallow, low-volume stripper wells (10 barrels per day or less). By lifting oil rather than pumping, the BORS Lift eliminates conventional rods, tubing, downhole pumps or pumping units and related maintenance costs, and allows recovery of the oil while leaving water present in the well behind.
 
 Submerged Plasma Arc Pyrolysis (PLASMA) 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.
 
 
 12
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2010 (UNAUDITED)





NOTE 7 - INTANGIBLES- continued
 
 All three technologies have been proven out and the Company is still in the process of testing them to determine the best way for them to be brought to market.  We expect them to be brought to market in 2011 and 2012.
 
 The impairment analysis for CAVD Technology as an intangible asset with an indefinite life per ASC 360-10-35-21 is as follows:
 
 We performed an impairment analysis on the CAVD Technology over at least the next seven years and expect Revenues to be at least $56,000,000 with resulting cash flow from operations to be at least $16,800,000.  Revenue and net income for the CAVD is expected to begin in 2011.
 
 The impairment analysis for BORS Technology as an intangible asset with an indefinite life per ASC 360-10-35-21 is as follows:
 
 We performed an impairment analysis on the BORS LIFT Technology over at least the next seven years and expect Revenues to be at least $5,595,450 with resulting cash flow from operation to be at least $1,165,719.  Revenue and net income for the BORS LIFT is expected to begin in 2012.
 
 The impairment analysis for PLASMA Technology as an intangible asset with an indefinite life per ASC 360-10-35-21 is as follows:
 
 We performed an impairment analysis on the PLASMA Technology over at least the next seven years and expect Revenues to be at least $12,000,000 with resulting cash flow from operation to be at least $2,400,000.  Revenue and net income for the PLASMA Technology is expected to begin in 2012.





NOTE 8 - 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, 2010 or in the previous periods in the years ended December 31, 2009 and 2008.





NOTE 9 - INCOME TAXES





The Company has no income tax provision or benefit in the three months ended March 31, 2010 and 2009 and in the year ended December 31, 2009. 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 quarter ended March 31, 2010 and the year ended December 31, 2009 the Company generated a tax benefit related to operating loss carry forward of $32,436 and $354,473 respectively that was equally offset by a valuation allowance.





At December 31, 2009, the Company had federal net operating loss carry forwards of approximately $6,628,020 that expire from 2010 to 2027 and state net operating loss carry forwards of approximately $1,168,327 that expire from 2010 to 2012. Substantially all of the deferred income tax asset of $7,796,347 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:





March 31, 2010


December 31, 2009Net operating losses

$
18,296,848


$
18,214,835Total deferred tax assets


7,828,783



7,796,347Valuation allowance


(7,828,783
)


(7,796,347
)Net deferred tax assets

$
-


$
-
 
 The valuation allowance increased by $32,436 and $354,473 during the periods ended March 31, 2010 and December 31, 2009 respectively.





13
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 March 31, 2010 (UNAUDITED)





NOTE 10 - COMMITMENTS AND CONTINGENCIES





In 2004 when the Company then known as Televoice Communication merged with Home Services International Inc., debts were allegedly owed to Home Services International vendors.  Home Services chose to pay the vendors by issuing common shares but failed to provide any supporting detail to support issuances.  Since no records were turned over to the Company to allow verification, the shares which had been issued in 2004 were held in escrow. In 2008, it was determined with the advice of legal council, that the most cost effective solution was to mail the certificates certified mail to the last known address.  Those certificates returned to the Company were turned over to the State of Florida as abandoned property.





NOTE 11 - LOSS PER SHARE





Outstanding warrants were not considered in the calculation for diluted earnings per share for the three months ended on March 31, 2010 and 2009 because the effect of their inclusion would be anti-dilutive.





Warrants to purchase 2,100,000 shares of common stock were outstanding and excluded from the loss per share calculation at March 31, 2010 and December 31, 2009.





NOTE 12 - INVESTMENTS





In July of 2004 the Company invested $68,750 in Kenetic Energy Inc.  As part of its review of Investments the Company learned that Kenetic Energy had closed its doors and therefore the Investment was written off in 2009.





NOTE 13 - SHAREHOLDER LOANS





As of March 31, 2010, the Company had outstanding loans from two former directors who are shareholders totaling $195,000. The loan for $150,000 is a five year note with a maturity of August 2012.  It has annual options for the note maker to receive up to 20 percent repayment if he elects.  The second loan of $45,000 is evidenced by a promissory note with no repayment date.





NOTE 14 – 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 was 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 G A 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.






14


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, 2009 and 2008, filed on form 10K and Form 10K/A for 2008 with the SEC.





GENERAL





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 firm.  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, ICI 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 merged companies’ 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 ICI 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 ICI 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 ("New Green", or the "Company").  We are a publicly traded company listed on the OTC Electronic Bulletin Board. Our Symbol changed on July 3, 2008 to our current trading 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. Our offices are located at 19337 US Highway 19 North, Suite 525, Clearwater Florida 33764. Our website is www.newgreentech.us.





RESULTS OF OPERATIONS





Our operations during 2009 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.





With the new management taking over in 2009, it was determined that the former management of the Energy Commander and 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, and 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 firm.  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.


15


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




HISTORY OF COMPANY - continued




On January 2, 2004, ICI 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 merged companies’ 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 ICI 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 ICI 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 ("New Green", or the "Company").  We are a publicly traded company listed on the OTC Electronic Bulletin Board. Our Symbol changed on July 3, 2008 to our current trading 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. Our offices are located at 19337 US Highway 19 North, Suite 525, Clearwater Florida 33764. Our website is www.newgreentech.us.





BUSINESS STRATEGY





We are a development stage enterprise. We have acquired the Catalytic Activated Vacuum Distillation Process ("CAVD") 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 delivered their first commercial plant in 2009. This plant is one of the first commercially viable plants utilizing a pyrolysis technology for the remediation of tires.  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"), railroad ties, telephone poles, plastics, carpet waste, citrus and other bio wastes, waste wood, construction waste, tobacco waste, and numerous other waste materials. New Green, in its purchase from EarthFirst 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 Florida Department of Environmental Protection 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 grant feedstock was changed last year to encompass the remediation of railroad ties.  The large amount of waste railroad tie 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 pyrolysis gasification process owned by NGRN, to convert 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 railroad tie 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 by Oak Ridge National Laboratory.





The project will use modular CAVD technology in a large plant to reduce the volume of the stockpiled railroad ties, 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, specifically coal tar creosote and pentachlorophenol will be studied to determine the feasibility of selling them back to the railroad tie manufacturers as a means of reducing demand.  In the event these materials are unable to be sold, New Green intends to dispose of them through it’s plasma pyrolysis system, 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 2010.


16


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




BUSINESS STRATEGY - continued




New Green’s Energy Commander technology 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 natural gas sector. The technology, which was originally derived for use with air and gas substances looks like it will prove out in commercial use for creation of electricity from 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.  Any excess electricity produced will be sold back to utility grid as green electricity.  In addition, New Green will explore the potential of emission reduction credits issued as a result of the reduction in carbon emissions at the well sites.





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 is 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 a means of producing additional energy after implementation of the CAVD system on certain feedstocks.





We have a permanent assignment of the patent for the Energy Commander ("EC") 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 viability 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.








17


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




BUSINESS STRATEGY - continued




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.





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.





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 either large stockpiles of waste products or 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, and a variety of industries with excess amounts of waste products, 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.





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.








ACQUSITIONS OF SIMILAR TECHNOLOGIES





KINETIC ENERGY





As part of the Company’s review of its investment in Kenetic Energy Inc. concluded that there is no value and has written off its investment of $68,750 at December 31, 2009.





RESULTS OF OPERATIONS





Our operations during 2009 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.





With the new management taking over in 2009, it was determined that the former management of the Energy Commander and 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, and CAVD systems.





COMPARISON OF THREE MONTHS ENDED MARCH 31, 2010 TO THREE MONTHS ENDED MARCH 31, 2009





Revenue for the three months ended March 31, 2010 and 2009 was $-0-.





General and administrative expenses for the three months ended March 31, 2010 of $75,263 decreased $102,759 compared to the general and administrative expenses for the three months ended March 31, 2009 which were $178,022. The decrease was primarily due to a decrease in services.





LIQUIDITY AND CAPITAL RESOURCES





Our operating activities used cash in the amount of $30,728 for the period ended March 31, 2010. 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.




18


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




LIQUIDITY AND CAPITAL RESOURCES - continued




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 30,000 for the period ended March 31, 2010. There was no cash provided by financing activities for the three months ended March 31 2009.





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





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 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.





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.








19


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





Costs of Conducting Business





We will still incur costs for research and development; however, the major work on the Energy Commander 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.





OFF BALANCE SHEET ARRANGEMENTS.





For the period ended March 31, 2010, 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 required by Rule 13a-15 or 15d-15 under the Exchange Act, management carried out an evaluation of the effectiveness of  our disclosure controls and procedures as of the end of the period covered by this report. Based on that assessment, management believes that, as of March 31, 2010, the Company’s disclosure controls and procedures are effective.





20
  Item 4T. Controls and Procedures - continued


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, George Ring, 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 #
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 19,2010
By
/s/ GEORGE RINGGEORGE RINGCHIEF EXECUTIVE OFFICER AND ACTING PRINCIPAL FINANCIAL OFFICER





21