UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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





For the quarterly period ended June 30, 2009





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





For the transition period from _______________ to _________________





333-141035


(Commission file number)











NEW GREEN TECHNOLOGIES, INC.


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





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





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


(Address of principal executive offices) (Zip Code)





813-944-3185


(Registrant's telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes 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 September 11, 2009, there were 95,676,214 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
3Item 1
Financial Statements
4BALANCE SHEETS as of June 30, 2009 (Unaudited) and December 31, 2008
4STATEMENTS OF OPERATIONS For the three month and six month periods ended June 30, 2009 and 2008 (Unaudited)
5STATEMENTS OF CASH FLOWS For the six months ended June 30, 2009 and 2008 (Unaudited)
6 – 7Notes to Financial Statements
8Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
14Item 3
Quantitative and Qualitative Disclosures about Market Risk
20Item 4T
Controls and Procedures
20PART II
OTHER INFORMATION
21Item 6
Exhibits
21SIGNATURES
21
































2




PART I - FINANCIAL INFORMATION





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




ITEM 1. FINANCIAL STATEMENTS




NEW GREEN TECHNOLOGIES, INC.BALANCE SHEETS(A Development Stage Company)June 30, 2009


December 31, 2008UnauditedASSETSCURRENT ASSETSCash and Cash Equivalents

$
177


$
4,480Security Deposit


2,500



2,500Total Current Assets


2,677



6,980PROPERTY AND EQUIPMENTComputers and Equipment, net


7,307



3,661CAVD Unit, net


75,000



85,000Plasma equipmet, net


30,000



32,400Total Propert and Equipment


112,307



121,061OTHER ASSETSCAVD Technology


645,667



645,667Plasma/BORS Technology


300,000



300,000Investment- Kinetic Energy


68,750



68,750New Green Technology


12,000



12,000Total Other Assets


1,026,417



1,026,417Total Assets

$
1,141,401


$
1,154,458LIABILITIES & DEFICIT in ASSETSCURRENT LIABILITIESAccounts Payable

$
323,579


$
282,352Accrued Liabilities


562,215



502,215Other Current Liabilities


51,425



37,925Total Current Liabilities


937,219



822,492OTHER LIABILITIESNotes Payable


324,969



354,000Accounts Payable-Related Parties


51,500



51,500Commitments and Contingencies


-



-Total Liabilities


1,313,688



1,227,992DEFICIT in ASSETSCommon Stock, $.001 par value, 200,000,000 Shares Authorized39,883,874 and 24,009,558 Issued and Outstanding Respectively


39,884



24,010Preferred Stock, $.001 par value, 70,000,000 Shares Authorized29,517 Issued and Outstanding


29



29Additional Paid-in Capital


17,574,154



17,220,998Total Capital Stock


17,614,067



17,245,036Accumulated Deficit


(17,786,384
)


(17,318,570
)Deficit in Assets

$
(172,317
)

$
(73,534
)Total Liabilities & Deficit in Assets

$
1,141,401


$
1,154,458


* The balance sheet of December 31, 2008 was taken from the audited financial statements of that date.See accompanying notes to unaudited condensed financial statements which are an integral part of these financial statements.


4





New Green Technologies, Inc.UNAUDITEDSTATEMENTS OF OPERATIONS(A Development Stage Company)AccumulatedfromDate ofThree Months


Three Months


Six Months


Six Months


Inceptionended


ended


ended


ended


ThroughJune 30, 2009


June 30, 2008


June 30, 2009


June 30, 2008


June 30, 2009Net Sales

$
-


$
-


$
-


$
-


$
-Cost of Sales


-



-



-



-



-Gross Profit


-



-



-



-



-Selling, General & Administrative Expenses


242,944



582,708



416,649



649,450



14,414,637Research And Development


-



-



-



-



1,374,586Loss from Operations


242,944



582,708



420,965



649,450



15,789,223Loss on Sale of Securities


-



-



-



-



697,237Permanent Impairment Writedown onMarketable securities


-



83,787



-



83,787



1,043,559Other Income


-



-



-



-



-Interest Expense


44,417



36,750



51,167



43,500



256,365Net Loss

$
(287,361
)

$
(703,245
)

$
(472,132
)

$
(776,737
)

$
(17,786,384
)Basic Net Loss Per Common Share

(.01
)

$
(0.05
)

(.01
)

$
(0.09
)Diluted Net Loss Per Common Share

(.01
)

$
(0.05
)

(.01
)

$
(0.09
)Weighted Average of Common Shares


35,086,444



13,050,757



32,530,218



8,609,981OutstandingSee 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 fromDate of InceptionSix Months Ended


Six Months Ended


throughJune 30, 2009


June 30, 2008


June 30, 2009OPERATING ACTIVITIESNet Loss

$
(472,132
)

$
(776,737
)

$
(17,786,384
)Adjustments To Reconcile Net Loss to Cash Used By Operating Activities:Depreciation


8,786



8,756



49,686Amortization of Debt Discount


-



-



40,000Interest Expense


51,167



43,500



167,288Issuance of Common  Shares for Services


184,083



325,650



11,898,288Issuance to Regent


-



-



839,232Loss on Sale of Securities


-



-



697,237Loss on Investment


-



-



133,787Permanent Impairment Writedown on Marketable Securities


-



83,787



903,468Accounts Payable


62,227



-



286,876Accounts Payable-Related Parties


-



27,000



50,500Stock Loans Receivable


-



-



7,000Accrued Liabilities


60,000



172,696



573,577Cash Used By Operating Activities


(105,869
)


(115,348
)


(2,139,445
)INVESTING ACTIVITIESPurchase of Fixed Assets


-



-



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


-



-



201,208Loss on Langley


-



-



6,304Employee Advances


-



-



-Licensing Fee


-



-



(300,000
)Employee Advances


-



-



(4,500
)Investment in SEP


-



-



(50,000
)


Cash Used By Investing Activities


-



-



(170,869
)








6


STATEMENTS OF CASH FLOWS - continued





FINANCING ACTIVITIESProceeds from notes payable


97,250



105,000



534,250Security Deposit


-



-



(2,500
)Net Proceeds From Shareholder Loans


-



30,000



-Net Proceeds From Shareholder Advances


-



-



1,733,741Stock Subscription


-



-



45,000Cash Provided By Financing Activities


97,250



135,000



2,310,491Decrease in Cash and Cash Equivalents


(4,303
)


19,652



177CASH AND CASH EQUIVALENTS, beginning of period


4,480



1,380



-CASH AND CASH EQUIVALENTS, end of period$
177


$
21,032


$
177NON CASH INVESTING AND FINANCING ACTIVITIESPurchase of CAVD Technology and Equipment3,183,333 common shares

$
-


$
445,667Purchase of Plasma Technology and Equipment2,800,000 common shares

$
-


$
336,000Repayment of notes payable7,666,500

$
184,948


$
-See accompanying notes to unaudited condensed financial statements which are an integral part of these financial statements.

























7
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 June 30, 2009 (UNAUDITED)


NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES





Basis of Presentation





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





The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulations S-X. Accordingly, they do not include
all of the information and footnotes requiredby generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.


Operating results for the three and six month periods ended June 30, 2009, are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the financial statements and footnotes
thereto included in the Company's annual report of Form 10-K for the year ended December 31, 2008.
 
 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 June 30, 2009.





Revenue





There was no revenue generated in the year ended December 31, 2008.  Nor was there revenue generated during the quarter or six month period ended June 30, 2009.





Income Taxes





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





Loss Per Share





The Company calculates earnings per share in accordance with SFAS No. 128, "Earnings Per Share," which requires presentation of basic earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). The computation of Basic EPS is computed by dividing loss available to common stockholders by the weighted average number
of outstanding common shares during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. The computation of Diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. As of June 30, 2009, there were no stock options and 2,116,667 warrants outstanding.







8
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 June 30, 2009 (UNAUDITED)





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





Stock Based Compensation





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





Investments





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





Advertising





The Company expenses advertising costs as incurred. The Company had no advertising expense in the year ended December 31, 2008.  The Company had no advertising expense during the quarter ended June 30, 2009





Recently Issued Accounting Pronouncements





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





Going Concern Uncertainty





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








NOTE 2 - GOING CONCERN CONSIDERATION





Since its inception, the Company has suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. During the year ended December 31, 2008, the Company reported net losses of $1,680,184. In addition the Company had a loss of $287,361for
the quarter ended June 30, 2009 and a loss of $467,816 for the six months ended June 30, 2009.





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





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

















9
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 June 30, 2009 (UNAUDITED)





NOTE 3 - RELATED PARTY TRANSACTIONS





For the quarter ended June 30, 2009, officers and directors of the Company received no common shares as payment of their services.





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





Four individuals named in Item 403 of Regulation S-B have advanced us money for general and administrative expenses: Kenneth Brown a Past President, Craig Huffman our Chief Executive Officer through August 4, 2009, James Baker a former Director and  James Thomas, our current Outside Director through August 4, 2009.  SEE
NOTE 12





As of June 30, 2009, Mr. Brown was owed $2,500, Mr. Huffman was owed $15,000 and Mr. Thomas was owed a total of $34,000 which appears as Accounts Payable Related Parties. There has been no repayment terms specified for the loans. As such, we have classified the loans as Other Liabilities because of the Company’s historic
cash position.





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








NOTE 4 - STOCKHOLDERS' DEFICIENCY





On October 12, 2005, 246,666 shares were issued for the comprehensive Agreement for Licensing, Joint Venture Agreement, and Manufacturing Agreement with Regent Machine Products, LLC. Additionally, in the quarter ended September 30, 2006, 83,333 shares were issued under this agreement. On January 23, 2007, 50,000 shares were issued.  A
total of 380,000 shares have been issued under this agreement as reflected under Research and Development on the Statement of Operations.





Prior to the merger of Internal Command with Home Services, the Company (HSVI) had incurred additional deficits in cash flow from operating activities. In 2004 the Company had accrued approximately $906,879 in obligations to vendors, consultants and former employees.  In 2008, the Company after considering alternatives available
determined that the best resolution was to deliver  the common stock which had been previously issued as satisfaction for these obligations.   The Company used certified mail to send the certificates which had been held for the names on the certificates to the last known addresses obtained from Transfer agent.  Any returned certificates will be turned over to the State of Florida as abandoned property.





On March 25, 2008 the Company entered into an agreement to purchase from World Environmental Solutions Co. Inc. (WESCO) all of the Technology rights for the Catalytically Activated Vacuum Distillation (CAVD) technology for 3,183,333 shares of its restricted common stock valued at $445,667.  The agreement calls an additional payment
if certain milestones are achieved.





On April 24, 2008 the Company entered into an agreement to purchase from U.S. Sustainable Energy Corporation its Plasma technologies and the Ballast Oil Recovery System (BORS) technologies for 2,800,000 shares of its restricted common stock valued at $336,000.





On May 6, 2008 the Company purchased the name “New Green Technologies Inc.” for 50,000 shares of its restricted common stock valued at $12,000.








NOTE 5 - COMMON AND PREFERRED STOCK





The Company’s Articles of Incorporation authorize the issuance of up to 200,000,000 shares of common stock, with a par value of $.001 and the issuance of up to 70,000,000 shares of preferred stock, with a par value of $.001.  On March 31, 2008 the Company authorized a 1:30 reverse of both its Common and Preferred shares.





COMMON STOCK





During the quarter ended June 30, 2009 the Company engaged in various transactions affecting stockholders’ equity, as follows: The Company issues shares of common stock from time to time to compensate consultants as consideration for services rendered. These shares are valued at the trading value on the date of grant or per contract.
For the six months ended June 30, 2009, a total of 7,641,150 shares of common stock were issued to 9 individuals and organizations as payment for services totaling $184,083.





For the six months ended June 30, 2009, 7,666,500 shares of common stock were issued as repayment for notes payable. Notes are interest bearing and the interest is prepaid by discounted stock valued as of the date of the Note. Pursuant to the terms of the Note, if the 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.




10
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 June 30, 2009 (UNAUDITED)





NOTE 5 - COMMON AND PREFERRED STOCK- continued





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 29,517 shares of preferred outstanding.  On June 30, 2009 there were 29,517 shares of preferred stock outstanding.





There was $737 in unpaid and undeclared cumulative dividends accrued during the quarter ended June 30, 2009. Total cumulative dividends unpaid and undeclared as of June 30, 2009 are $452,563.








NOTE 6 - PROPERTY AND EQUIPMENT





Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets of 3 to 7 years.  Depreciation expense for the year ended December 31, 2008 was $23,712. For the three months ended June 30, 2009 depreciation expense was
$6,551.  For the six month period ended June 30, 2009 depreciation expense was $13,102.   Property and equipment consisted of the following at June 30, 2009:





Property and equipment

$
177,267Less accumulated depreciation


(64,960
)Property and equipment, net

$
112,307








NOTE 7 - STOCK OPTIONS





There were no stock options granted nor were there any pro forma effect of the vesting of options granted in the three months ended June 30, 2009 or in the previous periods in the years ended December 31, 2008 and 2007.








NOTE 8 - INCOME TAXES





The Company has no income tax provision or benefit in the six months ended June 30, 2009 and in the year ended December 31, 2008. Prior to the merger transaction with HSI the Company elected to be treated as an S-Corporation as prescribed under Section 1362 of the Internal Revenue Code.











11
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 June 30, 2009 (UNAUDITED)





NOTE 8 - INCOME TAXES- continued





At June 30, 2009, the Company had federal net operating loss carry forwards of approximately $6.509,505 that expire from 2009 to 2027 and state net operating loss carry forwards of approximately $1,135,245 that expire from 2009 to 2011.





Substantially all of the deferred income tax asset of $7,644,751 relates to income tax benefits from net operating loss carry forwards. Because of the change of control issues under Section 382 of the Internal Revenue Code and the current uncertainty of realizing the benefits of the tax carry forward, an equal valuation allowance has
been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period.








NOTE 9 - COMMITMENTS AND CONTINGENCIES





None








NOTE 10 - LOSS PER SHARE





Outstanding warrants were not considered in the calculation for diluted earnings per share for the year ended December 31, 2008 nor for the three months and six months ended on June 30, 2009 because the effect of their inclusion would be anti-dilutive.





Warrants to purchase 2,116,667 shares of common stock were outstanding and excluded from the loss per share calculation at June 30, 2009 and December 31, 2008.








NOTE 11 - INVESTMENTS





The Company’s investment in Kinetic Energy is classified as available-for-sale and is presented at the estimated fair value.





During 2007, the Company invested $50,000 in the Springfield Energy Project.  The Company determined that after one year of no activity that the investment had no value and wrote this investment off in the fourth quarter of 2008.








NOTE 12 - SHAREHOLDER LOANS





As of June 30, 2009 the Company had outstanding borrowings from two directors and a former officer who are share holders totaling $51,500. The borrowings have no specific repayment terms.  These are included on the balance sheet in Accounts Payable Related Parties.   A former director and shareholder is owed $150,000
and this is included as part of Notes Payable.








NOTE 13 - LEGAL





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





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





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















12
 NEW GREEN TECHNOLOGIES INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 June 30, 2009 (UNAUDITED)





NOTE 13 - LEGAL -continued





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





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





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





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





The Company believes the case has no merit.








NOTE 14 - SUBSEQUENT EVENTS





On August 3, 2009 the Company transferred the debts owed by the Company (encompassing loans, back pay and board compensation) to Bulova Technologies in exchange for common shares of the Company. In total $325,000 of debt was assumed by Bulova in exchange for 28,333,333 Common Shares of New Green Technologies Inc.  In
addition the Company transferred the debt owed to John Stanton and to Bulova for Loans and for expenses paid on behalf of the Company by Bulova totaling $247,000 in exchange for 19,750,000 Common shares of the Company.





On August 4, 2009 Craig Huffman the Chief Executive Officer and Acting Principal Financial Officer resigned and also left the Board. On August 4, 2009 Mr. James Thomas resigned from the Board.





Also on August 4, 2009 Mr. George Ring was appointed CEO and Board member.  Mr. John Stanton was appointed to the Board and elected Chairman





On September 18, 2009 the date of the June 30, 2009 interim financial statements of the Company were issued, the Company evaluated the recognition and disclosure of subsequent events.
































13


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





DESCRIPTION OF BUSINESS





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








GENERAL





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








RESULTS OF OPERATIONS





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








HISTORY OF COMPANY





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





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

















14


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





HISTORY OF COMPANY- continued





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





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





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








BUSINESS STRATEGY





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





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





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





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





The project will encompass using modular CAVD technology in a large plant to reduce the volume of the stockpiled construction debris, and if necessary, New Green’s plasma system to convert any hazardous materials remaining in the concentrated waste to cleaner burning gas.  The system will be studied to use the recovered
oil and gas for electrical production, using commercially available power generation systems, which New Green has identified, or reciprocating engines.  Material remaining after gasification will undergo plasma pyrolysis, which also creates a combustible gas for electrical production. New Green and GES had expected the feasibility bid to be awarded by the end of  May, 2009, the Company has not received notification as of the date of this filing.





New Green’s Energy Commander technology has now been studied and is being examined for use in the gas line and well industry for the production of electricity. New Green is seeking to enter into a licensing agreement for the production and marketing of the Energy Commander for use in the gas sector. The technology, which was originally
derived for use with air and gas substances looks to be built for prove out and commercial use for creation of electricity in the large pressure natural gas wells.


The use of the Energy Commander technology is expected to reduce the amount of Carbon Dioxide released from well operations, and provide efficient electricity for well use. The technology, which uses small amounts of pressure to create electricity from water flow, can use the massive amounts of gas pressure available to supply all
electrical needs for natural gas well operations on site.














15


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





BUSINESS STRATEGY- continued





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





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





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





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





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





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





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





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





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











16


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





BUSINESS STRATEGY- continued





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





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





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





●
Our ability to generate sustainable revenue and cash flow.








ACQUSITIONS OF SIMILAR TECHNOLOGIES





CM2 AGREEMENT:





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





KINETIC ENERGY





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





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








RESULTS OF OPERATIONS





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





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





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


17


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





COMPARISON OF THREE MONTHS  AND SIX MONTHS ENDED June 30, 2009 TO THE THREE MONTHS AND SIX MONTHS ENDED June 30, 2008.





Revenue for the three months and six months ended June 30, 2009 and 2008 was $-0-.





General and administrative expenses for the three months ended June 30, 2009 of $ 242,944 decreased $339,764 compared to the general and administrative expenses for the three months ended June 30, 2008 which were $582,708. The decrease was primarily due to a decrease in services.  General and administrative expense
for the six months end June 30, 2009 of $416,649decreased $232,801compared to the general and administrative expense for the six months ended June 30, 2008 which was $649,450.  The decrease was primarily due to a decrease in services.








LIQUIDITY AND CAPITAL RESOURCES





Our operating activities used cash in the amount of $101,553 for the period ended June 30, 2009. We will need additional private placements, debt financing or equity investment in order to participate fully and at the levels intended. There can be no assurance that any of the plans developed will produce cash flows sufficient to ensure
long-term viability.





The Company has incurred additional deficits in cash flow from operating activities. These deficits have been funded from loans from significant shareholders. The Company is in discussions with several capital organizations with a view to selling more common and preferred shares as a means of financing future capital needs. The Company
anticipates it will be successful in these discussions; however, there can be no assurances that the Company will be successful in doing so and will produce cash flows sufficient to ensure its long-term viability. The cash provided by financing activities was zero for both the period ended June 30, 2009 and for the period ended June 30, 2008.








SUBSEQUENT EVENTS





On August 3, 2009 the Company transferred debts in the amount of $325,000 owed by the Company to third parties (encompassing loans, back pay and board compensation) to Bulova Technologies in exchange for 28,333,333 common shares of the Company. In addition, debt totaling $247,000 owed by the Company for loans and expenses
paid on behalf of the Company by Bulova Technologies was satisfied in exchange for common shares of the Company.  These transactions resulted in Bulova Technologies becoming the majority shareholder of the Company.

On August 4, 2009 Craig Huffman the Chief Executive Officer and Acting Principal Financial Officer resigned and also left the Board. On August 4, 2009 Mr. James Thomas resigned from the Board.

Also on August 4, 2009 Mr. George Ring was appointed CEO and board member.  Mr. John Stanton was appointed to the board and elected Chairman.








CRITICAL ACCOUNTING POLICIES AND ESTIMATES





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








RISKS and UNCERTAINTIES


GOING CONCERN RISK





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





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





18


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





IMPLEMENTATION OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING





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





Development Stage Company





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





Going Concern





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





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





Costs of Conducting Business





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





Technological Change





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





Contracts





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





Fluctuations in Operating Results





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





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





Seasonality





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





19


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





OFF BALANCE SHEET ARRANGEMENTS.





For the period ended June 30, 2009, we did not engage in any off balance sheet transactions.








Item 3. Quantitative and Qualitative Disclosures about Market Risk





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








Item 4T. Controls and Procedures





Evaluation of Disclosure Controls





As of the end of the period of this report, management performed an assessment of our internal controls over financial reporting as of June 30, 2009  as required by Exchange Act Rule 13a-15(c).  This assessment was carried out under the supervision and with the participation of our management, including our Chief Executive
Officer and Acting Principal Financial Officer. Based on that evaluation, our Chief Executive Officer and Acting Principal Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s periodic reports to the Securities and Exchange Commission.   During 2009 assessments were made to ensure that the disclosure controls and procedures previously found not effective had been
corrected and that the improvements were being followed.








MANAGEMENT REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING





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





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





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





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





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








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





Limitations on the Effective of Controls





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





Conclusions





Based upon their evaluation of our controls, 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.








20




PART II - OTHER INFORMATION





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





Item 6. Exhibits





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








SIGNATURES





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


NEW GREEN TECHNOLOGIES INC.Date: September 18, 2009
By
/s/ GEORGE RINGCHIEF EXECUTIVE OFFICER AND ACTING PRINCIPAL FINANCIAL OFFICER









































21