SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
Quarterly period ended   September 30,
2008





[]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Commission
File No. 0-52631





GREEN ENERGY HOLDING
CORP.


(Exact
Name of Registrant as specified in its charter)





Nevada
            52-2404983(State
      or other jurisdiction
            (IRS
      Employer File Number)of
      incorporation)





9600 East
Arapahoe Road


Suite
260


Englewood, Colorado
80112





(Address
of principal executive offices)  (zip code)





(303)
790-8503


(Registrant's
telephone number, including area code)





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 [ ]





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





Large
accelerated filer
[]                                                                                                     
Accelerated filer []


Non-accelerated
filer [] (Do not check if a smaller reporting
company)        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 []    No
[X]





The
number of shares outstanding of the Registrant's common stock, as of the latest
practicable date: November 1, 2008, was 1,106,109.











FORM
10-Q





Green
Energy Holding Corp.





TABLE OF
CONTENTS











PagePART
      I  FINANCIAL INFORMATIONItem
      1. Financial Statements for the period ended September 30,
      2008Balance
      Sheet(Unaudited)
            5Statements of
      Operations (Unaudited)
            6Statements of
      Cash Flows (Unaudited)
            7Notes
      to Financial Statements
            9Item
      2. Management’s Discussion and Analysis and Plan of
    Operation
            11Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
            15Item
      4. Controls and Procedures
            15Item
      4T. Controls and Procedures
            15PART
      II  OTHER INFORMATIONItem
      1. Legal Proceedings
            16Item
      1A. Risk Factors
            16Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
            25Item
      3. Defaults Upon Senior Securities
            25Item
      4. Submission of Matters to a Vote of Security Holders
            25Item
      5. Other Information
            25Item
      6. Exhibits
            25Signatures
            26








-
2 -











PART
I  FINANCIAL INFORMATION





References
in this document to "us," "we," or "Company" refer to GREEN ENERGY HOLDING CORP.
and its subsidiary.





ITEM
1.  FINANCIAL STATEMENTS
















GREEN
ENERGY HOLDING CORP.





CONSOLIDATED
FINANCIAL STATEMENTS


(Unaudited)





Quarter
Ended September 30, 2008




















-
3 -







Green
Energy Holding Corp.


Consolidated
Financial Statements


(Unaudited)








TABLE
OF CONTENTS








PageFINANCIAL
      STATEMENTSConsolidated balance
      sheets
            5Consolidated statements of
      operations
            6Consolidated statements of cash
      flows
            7Notes to consolidated financial
      statements
            9








-
4 -




GREEN
ENERGY HOLDING CORP.


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS





Sept.
      30, 2008June
      30, 2008
            
            
            (Unaudited)ASSETSCurrent
      assetsCash
            
            $
            57
            
            
            $
            35Total current
      assets
            
            
            57
            
            
            
            35Fixed
      assets - net
            
            
            276
            
            
            
            220Total
      Assets
            
            $
            333
            
            
            $
            255LIABILITIES&
      STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccrued
      payables
            
            $
            41,614
            
            
            $
            43,081Related
      party payables
            
            
            18,000
            
            
            
            21,400Interest
      payable
            
            
            4,796
            
            
            
            5,407Notes
      payable - related party
            
            
            13,000
            
            
            
            13,000Notes
      payable
            
            
            15,000
            
            
            
            21,500Total current
      liabilties
            
            
            92,410
            
            
            
            104,388Total
      Liabilities
            
            
            92,410
            
            
            
            104,388Stockholders'
      EquityPreferred
      stock, $.10 par value;1,000,000
      shares authorized;none
      issued and outstanding
            
            
            -
            
            
            
            -Common
      stock, $.001 par value;50,000,000
      shares authorized;1,106,109
      shares issued and outstanding
            
            
            1,106
            
            
            
            1,106Additional
      paid in capital
            
            
            675,836
            
            
            
            675,836Deficit
      accumulated during the development stage
            
            
            (769,019
            )
            
            
            (781,075
            )Total
      Stockholders' Equity
            
            
            (92,077
            )
            
            
            (104,133
            )Total
      Liabilities and Stockholders' Equity
            
            $
            333
            
            
            $
            255




The
accompanying notes are an integral part of the consolidated financial
statements.





-
5 -





GREEN
ENERGY HOLDING CORP.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)





Oct.
      14, 2003(Inception
      ofThree
      Months
            
            
            Three
      Months
            
            
            Dev.
      Stage)Ended
            
            
            Ended
            
            
            ThroughSept.
      30, 2007
            
            
            Sept.
      30, 2008
            
            
            Sept.
      30, 2008Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            10,000Operating
      expenses:Depreciation
            
            
            56
            
            
            
            56
            
            
            
            900Research
      and development
            
            
            -
            
            
            
            -
            
            
            
            307General
      and administrative
            
            
            13,241
            
            
            
            9,759
            
            
            
            761,313Write-offs
            
            
            -
            
            
            
            -
            
            
            
            10,62113,297
            
            
            
            9,815
            
            
            
            773,141Income
      (loss) from operations
            
            
            (13,297
            )
            
            
            (9,815
            )
            
            
            (763,141
            )Other
      income (expense):Interest
      income
            
            
            -
            
            
            
            -
            
            
            
            621Interest
      expense
            
            
            (609
            )
            
            
            (2,241
            )
            
            
            (18,555
            )(609
            )
            
            
            (2,241
            )
            
            
            (17,934
            )Income
      (loss) before provisionfor
      income taxes
            
            
            (13,906
            )
            
            
            (12,056
            )
            
            
            (781,075
            )Provision
      for income tax
            
            
            -
            
            
            
            -
            
            
            
            -Net
      income (loss)
            
            $
            (13,906
            )
            
            $
            (12,056
            )
            
            $
            (781,075
            )Net
      income (loss) per share(Basic
      and fully diluted)
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
      average number ofcommon
      shares outstanding
            
            
            1,106,109
            
            
            
            1,106,109





The
accompanying notes are an integral part of the consolidated financial
statements.




-
6 -








GREEN
ENERGY HOLDING CORP.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)





Oct.
      14, 2003(Inception
      ofThree
      Months
            
            
            Three
      Months
            
            
            Dev.
      Stage)Ended
            
            
            Ended
            
            
            ThroughSept.
      30, 2007
            
            
            Sept.
      30, 2008
            
            
            Sept.
      30, 2008Cash
      Flows From Operating Activities:Net
      income (loss)
            
            $
            (13,906
            )
            
            $
            (12,056
            )
            
            $
            (781,075
            )Adjustments
      to reconcile net loss tonet
      cash provided by (used for)operating
      activities:Depreciation
            
            
            56
            
            
            
            56
            
            
            
            900Accrued
      payables
            
            
            7,768
            
            
            
            2,078
            
            
            
            97,514Receivables
            
            
            
            
            
            
            
            
            
            
            (621
            )Related
      party payables
            
            
            6,600
            
            
            
            3,400
            
            
            
            72,574Write-offs
            
            
            
            
            
            
            
            
            
            
            10,621Discount
      interest
            
            
            -
            
            
            
            1,000
            
            
            
            1,000Compensatory
      debt issuance
            
            
            -
            
            
            
            -
            
            
            
            15,000Compensatory
      stock issuances
            
            
            
            
            
            
            
            
            
            
            14,351Net cash provided by (used
      for)operating
      activities
            
            
            518
            
            
            
            (5,522
            )
            
            
            (569,736
            )Cash
      Flows From Investing Activities:Fixed
      assets
            
            
            -
            
            
            
            -
            
            
            
            (1,120
            )Loans
            
            
            
            
            
            
            
            
            
            
            (10,000
            )Net
      cash provided by (used for)investing
      activities
            
            
            -
            
            
            
            -
            
            
            
            (11,120
            )








(Continued
On Following Page)





The
accompanying notes are an integral part of the consolidated financial
statements.





-
7 -








GREEN
ENERGY HOLDING CORP.


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)








(Continued
From Previous Page)





Oct.
      14, 2003(Inception
      ofThree
      Months
            
            
            Three
      Months
            
            
            Dev.
      Stage)Ended
            
            
            Ended
            
            
            ThroughSept.
      30, 2007
            
            
            Sept.
      30, 2008
            
            
            Sept.
      30, 2008Cash
      Flows From Financing Activities:Notes
      payable related party - borrowings
            
            -
            
            
            
            5,500
            
            
            
            65,500Notes
      payable related party - payments
            
            -
            
            
            
            -
            
            
            
            (47,000
            )Sales
      of common stock
            
            -
            
            
            
            -
            
            
            
            552,391Option
      issuance
            
            -
            
            
            
            -
            
            
            
            10,000Net cash provided by (used
      for)financing
      activities
            
            
            -
            
            
            
            5,500
            
            
            
            580,891Net
      Increase (Decrease) In Cash
            
            
            518
            
            
            
            (22
            )
            
            
            35Cash
      At The Beginning Of The Period
            
            
            1,741
            
            
            
            57
            
            
            
            -Cash
      At The End Of The Period
            
            $
            2,259
            
            
            $
            35
            
            
            $
            35Schedule Of Non-Cash
      Investing And Financing ActivitiesIn
      2007 the Company issued a note payable for $15,000 in exchange for the
      cancellation of100,000
      common stock options. In 2008 a related party contributed $100,200 to the
      capitalof
      the Company through related party debt relief.Supplemental
      DisclosureCash
      paid for interest
            
            $
            161
            
            
            $
            630
            
            
            $
            11,251Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -




The
accompanying notes are an integral part of the consolidated financial
statements.




-
8 -





GREEN
ENERGY HOLDING CORP.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:





Green
Energy Holding Corp. (the “Company”), was incorporated in the State of Nevada on
November 30, 2006 as a successor corporation to Green Energy Corp. which was
incorporated in the State of Colorado on October 14, 2003. Green Energy Corp.
acquired Green Energy Holding Corp. on December 18, 2006. The Company is a
holding corporation currently exploring various opportunities in the energy
area.





Basis of
Presentation





The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and do not include all of the information
and disclosures required by generally accepted accounting principles for
complete financial statements. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods have been made and are of a recurring nature unless
otherwise disclosed herein. The results of operations for such interim periods
are not necessarily indicative of operations for a full year.





Cash and cash
equivalents





The
Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.





Accounts
receivable





The
Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary.





Property and
equipment





Property
and equipment are recorded at cost and depreciated under accelerated methods
over each item's estimated useful life, which is five years for vehicles,
computers and other items.





Revenue
recognition





Revenue
is recognized on an accrual basis after services have been performed under
contract terms, the event price to the client is fixed or determinable, and
collectibility is reasonably assured. Standard contract policy calls for partial
payment up front with balance due upon receipt of final billing.





Principles of
consolidation





The
accompanying consolidated financial statements include the accounts of Green
Energy Holding Corp. and its wholly owned subsidiary. All intercompany accounts
and transactions have been eliminated in consolidation.





-
9 -





GREEN
ENERGY HOLDING CORP.


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)








NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):





Use of
Estimates





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





Income
tax





The
Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a
liability method whereby deferred tax assets are recognized for deductible
temporary differences and operating loss carryforwards and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.





Net income (loss) per
share





The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.





Financial
Instruments





The
carrying value of the Company’s financial instruments, including cash and cash
equivalents and accrued payables, as reported in the accompanying balance sheet,
approximates fair value.




-
10 -




ITEM
2.   MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION




The
following discussion of our financial condition and results of operations should
be read in conjunction with, and is qualified in its entirety by, the
consolidated financial statements and notes thereto included in, Item 1 in this
Quarterly Report on Form 10-Q. This item contains forward-looking statements
that involve risks and uncertainties. Actual results may differ materially from
those indicated in such forward-looking statements.





Forward-Looking
Statements




This
Quarterly Report on Form 10-Q and the documents incorporated herein by reference
contain forward-looking statements.  Such forward-looking statements
are based on current expectations, estimates, and projections about our
industry, management beliefs, and certain assumptions made by our
management.  Words such as “anticipates”, “expects”, “intends”,
“plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar
expressions are intended to identify such forward-looking
statements.  These statements are not guarantees of future performance
and are subject to certain risks, uncertainties, and assumptions that are
difficult to predict; therefore, actual results may differ materially from those
expressed or forecasted in any such
forward-looking  statements.  Unless required by law, we
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events, or
otherwise.  However, readers should carefully review the risk factors
set forth herein and in other reports and documents that we file from time to
time with the Securities and Exchange Commission, particularly the Annual
Reports on Form 10-KSB, Quarterly reports on Form 10-Q and any Current Reports
on Form 8-K.




Overview
and History




History





GREEN ENERGY
CORP., a corporation organized under the laws of the State of Colorado and
referred to in this document as “Old Green Energy”, commenced operations in 2003
as a marketer of a specific gasification technology for commercial
applications to produce fuels and chemicals.





On November
20, 2003, Old Green Energy filed with the Colorado Division of Securities (the
"Division"), Denver, Colorado, a Limited Registration Offering Statement under
cover of Form RL pursuant to the Colorado Securities Code, relating to a
proposed offering of up to 1,800,000 Common Shares of the Company. The
Registration was declared effective by the Division on January 21, 2004. The
offering was closed on June 29, 2004. Old Green Energy raised $263,850 and sold
a total of 527,700 shares in the offering.




In December,
2006, Old Green Energy structured a transaction, which is commonly referred to
as a “change of domicile.” In connection with this transaction, a new
corporation was formed under the laws of the State of Nevada with the name GREEN
ENERGY HOLDING CORP. (the “Company”). Thereafter, Old Green Energy merged into
the Company, which became the surviving corporation. The stockholders of the
Company. received the same number of shares they previously held in Old Green
Energy. The Company succeeded to the business of Old Green Energy as its sole
line of business.




Our
Business




We are a
marketer of a specific gasification technology for commercial applications
to produce fuels and chemicals. Old Green Energy was formed in October, 2003 to
capitalize on the growing market for alternative fuels and its co-products. Old
Green Energy was a biotechnology-driven company with the primary goal of
becoming a leader in the waste-to-alternative fuels industry. Old Green Energy
acquired a non-exclusive license to a specific technology for the conversion of
biomass to synthesis gas (“syngas”). The technology includes the ability to
produce a consistent, high-quality syngas product that can be used for energy
production or as a building block for other chemical manufacturing
processes.











-
11 -





Gasification
is a technology that has been widely used in commercial applications for more
than fifty years in the production of fuels and chemicals. The Company believes
that current trends in the chemical manufacturing and petroleum refinery
industries indicate that use of gasification facilities to produce synthesis gas
will continue to increase. In addition, The Company believes that gasification
will begin to take a very significant role in the disposal of waste
materials.




The
gasification process converts any carbon-containing material into a synthesis
gas composed primarily of carbon monoxide, hydrogen and methane, which can be
used as a fuel to generate electricity when combined with a steam engine or
generator unit or used as a basic chemical building block for a large number of
applications in the automotive fuels, petrochemical and refining industries.
Steam reforming gasification is a form of thermal decomposition in an
environment with limited or no oxygen. The concept is that material is
indirectly heated to very high temperatures, for example, 800degrees C, at which
point organic material decomposes into gases, “Syngas”, such as H2, CO, CO2,
CH4, and ash that May contain useful minerals. The product gas is separated from
the mineral ash using cyclones and gas cleaners. The product gas has a
combustion value similar to low grade natural gas and can be used to fuel a
generator or micro-turbine for the production of electricity. A benefit of this
process is that any bio-active compound, such as dioxins, furans, or viruses,
will be destroyed. The other process is to catalytically recombine these gases
to produce products such as methanol or ethanol. This is achieved by compressing
the gases and injecting them at high temperature into a matrix of molybdenum
sulfide for the production of methanol into iron silicon dioxide for the
production of ethanol. The fuels that are produced can be stored and
transported. Gasification adds value to low or negative-value feedstock by
converting them to marketable gases, fuels and chemical products. If the syngas
is to be used to produce electricity, it is typically used as a fuel in
reciprocating engine generator sets. Waste heat from the engine or the syn-gas
can also be used to fire a boiler to create steam to drive a turbine. Because
the Company believes this technology can create a lower carbon dioxide content
and a higher BTU value than existing gasification technologies, the Company
expects that the technology will have an advantage over
competitors.





The
technology will have the ability to treat a wide variety of gaseous, liquid, and
solid feedstock. Gasification customarily adds value to low or negative-value
feedstock by converting them to marketable fuels and products.Conventional fuels such
as coal and oil, as well as low or negative value materials and waste such as
petroleum coke, heavy refinery residuals, secondary oil-bearing refinery
materials, municipal sewage sludge, hydrocarbon contaminated soils, and
chlorinated hydrocarbon byproducts have all been used in gasification
operations. The syngas can also be processed using commercially available
technologies to produce a wide range of products, such as fuels, chemicals,
fertilizer or industrial gases.





The
technology as been field tested and demonstrated to work outside the laboratory.
Bio Conversion Technologies (BCT), who has licensed the technology to the
Company, conducted the tests. The relationship between the parties is strictly a
licensee-licensor relationship. Neither is an affiliate of the other. The
Company has obtained a non-exclusive license from BCT to use the technology for
the Company’s internal business purposes, including, but not limited to,
developing, building and operating projects, as well as entering into
sublicenses to do these activities. The Company has the right to identify,
install, and operate gasification and commercial production installations in the
Rocky Mountain States, which include Montana, Utah, Wyoming, Colorado, and New
Mexico.





BCT
completed its first 15-ton per day bio-conversion plant. This plant is specially
designed to process wood chips, sawdust and other tree remains. Secondly, BCT
has also completed a 5-ton per day demonstration unit which is used as a test
unit for a variety of feedstocks. This test unit is located in the Denver
metropolitan area and is expected to remain there indefinitely. Additionally, in
early 2003, BCT built and shipped to North Carolina State University a one-ton
per day unit for treating pig waste. BCT’s test and demonstration system in
Denver can be utilized by the Company to demonstrate the use of feedstock for
conversion to electric power and or Syngas. The Company plans to utilize
consulting services of BCT for the purpose of analyzing projects and additional
uses of the system. BCT will work with the Company on a non-exclusive and
project by project basis to insure that qualified sources for product design,
engineering, construction and maintenance services are available for the
Company’s projects.





The Company
has not carried, and has no plans to carry, no substantial inventories or
accounts receivable. At the present time, other than the financing from
construction and permanent financing for specific gasification projects, the
Company has no plans to raise any additional funds within the next twelve
months. Any working capital will be expected to be generated from internal
operations. However, the Company reserves the right to examine possible
additional sources of funds, including, but not limited to, equity or debt
offerings, borrowings, or joint ventures. No independent market surveys have
ever been conducted to determine demand for the Company's products and services.
Therefore, there can be no assur-ance that any of its objectives will be
achieved.





-
12 -








Our growth
strategy encompasses a multi-pronged approach which is geared at ultimately
developing production levels and lowering production costs, thereby driving
profitability. This approach is summarized as follows:




Ÿ
            Develop
      production capacity using our licensed technology;Ÿ
            Acquire
      dormant industrial facilities with adaptable infrastructure for conversion
      to alternative energy production;Ÿ
            Adopt
      a flexible feedstock approach to plant development enabling use of various
      feedstocks, where applicable;Ÿ
            Employ
      a sector strategy to expansion by focusing on the forests products
      industry, a prolific provider of biomass waste streams and an area where
      we believe we have significant technological advantages;
    andŸ
            Manufacture
      and market products for use with fuels other than syngas, such as a
      biodiesel and to produce and sell these products in certain U.S.
      territories.





Our
corporate headquarters are located at 9600 East Arapahoe Road, Suite 260,
Englewood, Colorado 80112,and our telephone number is (303) 790-8503. We do not currently have a
website.





Results
of Operations




Net Loss. We incurred a net
loss of $12,056 for the three months ended September 30, 2008 compared to a net
loss of $13,906 for the three months ended September 30, 2007. We incurred a net
loss of $781,075 from inception through September 30, 2008.





The net
loss for the three months ended September 30, 2008 and for the three months
ended September 30, 2007 results primarily from operating general and
administrative expenses. The difference in loss is attributable to the amount of
our operating general and administrative expenses. Our ability to achieve
profitable operations is dependent on developing revenue. Our expectations are
that we will not begin to show profitable operating results before December
2008; however, given the uncertainties surrounding the timing of adding new
capacity as well as predicting gross margin, we cannot assure you that we will
show profitable results at any time.





Revenue. We had $-0- in
revenue for the three months ended September 30, 2008 compared to $-0- in
revenue for the three months ended September 30, 2007. We have had $10,000 in
revenue from inception through September 30, 2008.





Operating Expenses. We
incurred operating expenses of $9,815 for the three months ended September 30,
2008 compared to operating expenses of $13,297 for the three months ended
September 30, 2007.  We incurred operating expenses of $773,141 from
inception through September 30, 2008.





Our
operating expenses are comprised primarily of general and administrative
expenses. The primary components of general and administrative expenses are the
expenses of our corporate office, professional fees, general and administrative
expenses. The decrease in operating expenses is directly related to the decrease
in General and Administrative expenses during the relevant periods.





Gross Profit (Loss). We had no
gross profit since inception, including for the three months ended September 30,
2008.





Research and Development.
Research and development expenses have been negligible since
inception.





-
13 -





Liquidity
and Capital Resources




As of
September 30, 2008, we had cash totaling $35.





For the
three months ended September 30, 2008, we had net cash of $5,522 used for
operating activities, compared to $518 provided by operating activities for the
three months ended September 30, 2007. From inception through September 30,
2008, we had net cash of $569,736 used for operating activities.








For the
three months ended September 30, 2008, we had net cash of $5,500 provided by
financing activities, compared to $-0-  for the three months ended
September 30, 2007. From inception through September 30, 2008, we had net cash
of $580,891 provided by financing activities. Most of the financing came from
the sale of common stock.





We do not
anticipate significant capital expenditures and investments over the next 12
months. We are continuing to evaluate several opportunities to construct new
syngas facilities. We do not plan to use any of our current cash to fund these
site acquisitions. We will use additional loans from Pinnacle Resources and cash
on hand to fund corporate overhead.




We are
currently in discussions with several intermediaries, advisors and investors to
structure and raise the funds to optimally finance various potential projects.
We are evaluating debt and equity placements at the corporate level as well as
project specific capital opportunities. At the present time, except for Pinnacle
Resources, Inc., we have no commitments for any additional financing, and there
can be no assurance that, if needed, additional capital will be available to use
on commercially acceptable terms or at all. Our failure to raise capital as
needed would significantly restrict our growth and hinder out ability to
compete. We may need to curtail expenses, reduce investments in technology and
research and development and forego business opportunities. Additional equity
financings are likely to be dilutive to holders of our common stock and debt
financing, if available, may involve significant payment obligation and
covenants that restrict how we operate our business.




Off-Balance Sheet
Arrangements




We have
not entered into any transactions with unconsolidated entities in which we have
financial guarantees, subordinated retained interests, derivative instruments or
other contingent arrangements that expose us to material continuing risks,
contingent liabilities or any other obligations under a variable interest in an
unconsolidated entity that provides us with financing, liquidity, market risk or
credit risk support.




Critical
Accounting Policies





Our
discussion and analysis of results of operations and financial condition are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these consolidated financial statements requires us
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. We evaluate our estimates on an ongoing basis, including those
related to provisions for uncollectible accounts receivable, inventories,
valuation of intangible assets and contingencies and litigation. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
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.





The
accounting policies that we follow are set forth in Note 2 to our financial
statements as included in this prospectus. These accounting policies conform to
accounting principles generally accepted in the United States, and have been
consistently applied in the preparation of the financial
statements.





-
14 -





Recently
Issued Accounting Pronouncements




In
December 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 123R "Share Based Payment." This
statement is a revision of SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees, and its related implementation guidance. SFAS No. 123R addresses all
forms of share based payment ("SBP") awards including shares issued under
employee stock purchase plans, stock options, restricted stock and stock
appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will
be measured at fair value on the awards' grant date, based on the estimated
number of awards that are expected to vest. This statement is effective for
public entities that file as Registrants, as of the beginning of the first
interim or annual reporting period that begins after December 15, 2005. We
adopted this pronouncement during the first quarter of 2005.





In
December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets -
An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for non-monetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of non-monetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The adoption of SFAS No. 153 on its effective date did not have a
material effect on our consolidated financial statements.





In March
2005, the FASB issued Financial Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations - an Interpretation of FASB Statement
No. 143", which specifies the accounting treatment for obligations associated
with the sale or disposal of an asset when there are legal requirements
attendant to such a disposition. We adopted this pronouncement in 2005, as
required, but there was no impact as there are no legal obligations associated
with the future sale or disposal of any assets.





In
November 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections — A Replacement of APB Opinion No. 20 and SFAS Statement No. 3".
SFAS No. 154 changes the requirements for the accounting and reporting of a
change in accounting principle by requiring retrospective application to prior
periods' financial statements of the change in accounting principle, unless it
is impracticable to do so. SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005. We
do not expect the adoption of SFAS No. 154 to have any impact on our
consolidated financial statements.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





None.





ITEM
4. CONTROLS AND PROCEDURES





Not applicable





ITEM
4T. CONTROLS AND PROCEDURES





As of the
end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a -15(e) and
15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief
Financial Officer each have concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in our Exchange Act reports is recorded, processed, summarized, and reported
within the applicable time periods specified by the SEC’s rules and
forms.





There
were no changes in our internal controls over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





-
15 -





This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal control over financial reporting. Identified
in connection with the evaluation required by paragraph (d) of Rule 240.13a-15
or Rule 240.15d-15 of this chapter that occurred during the registrant’s last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.







PART
II.  OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





There are
no legal proceedings, to which we are a party, which could have a material
adverse effect on our business, financial condition or operating
results.





ITEM
1A. RISK FACTORS





You
should carefully consider the risks and uncertainties described below and the
other information in this document before deciding to invest in shares of our
common stock.





The
occurrence of any of the following risks could materially and adversely affect
our business, financial condition and operating result. In this case, the
trading price of our common stock could decline and you might lose all or part
of your investment.





Risks
Related to Our Business and Industry





We
have a limited operating history.





We
began operations in October 2003. Since the inception of our current business
operations, we have been engaged in organizational activities, including
developing a strategic operating plan, entering into contracts, hiring
personnel, developing processing technology, raising private capital and seeking
acquisitions. We have no production facilities. Accordingly, we have a limited
relevant operating history upon which an evaluation of our performance and
future prospects can be made.




We
have had a history of net losses.





We incurred
net losses of $12,056 for the fiscal quarter ended September 30, 2008, $13,906
for the fiscal quarter ended September 30, 2007 and a total of
$781,075 from inception through September 30, 2008. At September 30,2008,
we reported a stockholders’ deficit of $104,133. We have been funding our
operations primarily through the sale of our securities and loans from our major
shareholder and expect to continue doing so for the foreseeable future. We
expect to continue to incur net losses for the foreseeable future as we continue
to further develop our technologies. Our ability to generate and sustain
significant additional revenues or achieve profitability will depend upon the
factors discussed elsewhere in this “Risk Factors” section. We cannot assure you
that we will achieve or sustain profitability or that our operating losses will
not increase in the future. If we do achieve profitability, we cannot be certain
that we can sustain or increase profitability on a quarterly or annual basis in
the future.





Because
we have a history of losses and have a working capital deficit, our accountants
have expressed doubts about our ability to continue as a going
concern.





For the
fiscal year ended June 30, 2008, our accountants have expressed doubt about our
ability to continue as a going concern as a history of losses and a working
capital deficit. Our ability to achieve and maintain profitability and positive
cash flow is dependent upon:





-
16 -











Ÿ
            our
      ability to locate projects which will use our licensed technology;
      and





Ÿ
            our
      ability to generate revenues from this and other technology which we may
      acquire..





Based upon
current plans, we expect to incur operating losses in future periods because we
will be incurring expenses and not generating sufficient revenues. We
expect our operating costs to range between $100,000 and $120,000 for
the fiscal year ending June 30, 2009. We cannot guarantee that we will
be successful in generating sufficient revenues or other funds in the future to
cover these operating costs. Failure to generate sufficient revenues will cause
us to go out of business.




We
will be forced to continue to borrow money from our shareholder , Pinnacle
Resources, Inc. until at least December 2008, which will increase our debt and
make repayment more difficult.




Because it
is expected that our business will not generate substantial revenues in 2008, we
will be required to continue to borrow money from our shareholder , Pinnacle
Resources, Inc., to finance operations. Pinnacle Resources, Inc.has
committed to funding our working capital needs until December 2008, but our
increased debt to it could make repayment more difficult.




If
we default in the repayment of advances owed our our shareholder , Pinnacle
Resources,Inc, we could be unable to continue as a viable business.





As of
September 30, 2008, we owed our shareholder , Pinnacle Resources,Inc., $34,400 including accrued
interest. Repayment of our debt to our shareholder , Pinnacle Resources,Inc,
which accrues interest at 8% per annum, is unsecured. Principal and interest on
our debt to Pinnacle Resources,Inc. is currently due. If our shareholder ,
Pinnacle Resources, Inc demands payment and we default, we could be unable to
continue as a viable business..





Our
biomass-to syngas -technology is unproven on a large-scale commercial basis and
could fail to perform in a commercial production environment.





Technologies
for production of syngas from biomass are still in a development stage. The
technologies which we are pursuing for syngas production from biomass have never
been utilized on a large-scale commercial basis. All of the tests which we have
conducted to date with respect to our biomass technologies, have been
performed on limited quantities of feedstocks, and we cannot assure you that the
same or similar results could be obtained at competitive costs on a large-scale
commercial basis. We have never utilized these biomass technologies under the
conditions or in the volumes that will be required to be profitable and cannot
predict all of the difficulties that may arise. It is possible that the
technologies, when used, may require further research, development, design and
testing prior to implementation of a larger-scale commercial application.
Accordingly, we cannot assure you that these technologies will perform
successfully on a large-scale commercial basis or that they will be profitable
to us.




We
will need to raise additional funds in order to achieve our business
objectives.





As of 
September 30, 2008, we had cash of $35. We will need significant
capital expenditures and investments over the next twelve months related to
our growth program.  We are also currently evaluating several sites to
construct new syngas facilities. We do not plan to use a portion of our
current cash to fund these site acquisitions or provide seed equity for the
projects while we analyze financing options. We will use additional loans from
Pinnacle Resources and will cash on hand to fund corporate overhead and
opportunistically invest in technology and research and
development.







-
17 -








We are
currently in discussions with several intermediaries, advisors and investors to
structure and raise the funds to optimally finance potential projects. We are
evaluating debt and equity placements at the corporate level as well as project
specific capital opportunities. At the present time, except for Pinnacle
Resources, Inc., we have no commitments for any additional financing, and there
can be no assurance that, if needed, additional capital will be available to use
on commercially acceptable terms or at all. Our failure to raise capital as
needed would significantly restrict our growth and hinder out ability to
compete. We may need to curtail expenses, reduce planned investments in
technology and research and development and forego business opportunities.
Additional equity financings are likely to be dilutive to holders of our common
stock and debt financing, if available, may involve significant payment
obligation and covenants that restrict how we operate our business.





Strategic
acquisitions could have a dilutive effect on your investment. Failure to make
accretive acquisitions and successfully integrate them could adversely affect
our future financial results.





As part of
our growth strategy, we will seek to acquire or invest in complementary
(including competitive) businesses, facilities or technologies and enter into
co-location joint ventures. Our goal is to make such acquisitions, integrate
these acquired assets into our operations and reduce operating expenses. The
process of integrating these acquired assets into our operations may result in
unforeseen operating difficulties and expenditures, and may absorb significant
management attention that would otherwise be available for the ongoing
development of our business. We cannot assure you that the anticipated benefits
of any acquisitions will be realized. In addition, future acquisitions by us
could result in potentially dilutive issuances of equity securities, the
incurrence of debt and contingent liabilities and amortization expenses related
to goodwill and other intangible assets, any of which can materially and
adversely affect our operating results and financial position. As of September
30, 2008, we have issued no shares of our common stock in connection with
strategic acquisitions. Acquisitions also involve other risks, including
entering geographic markets in which we have no or limited prior experience and
the potential loss of key employees.




We may also
seek to enter into joint ventures to construct and operate facilities to
manufacture syngas. Those facilities may be managed by us or by our
co-venturers. If those facilities are managed by our co-venturers, we may have
little or no control over their success. In any event, the construction and
operation of those facilities could entail unforeseen difficulties and
expenditures, and may absorb significant management attention that would
otherwise be available for the ongoing development of our business. We cannot
assure you that the anticipated benefits of any such joint ventures will be
realized. The formation and operation of such joint ventures could also require
the expenditure of our funds and require us to incur debt and other liabilities,
which could materially and adversely affect our operating results or financial
position.





The
success of our business depends, in part, upon proprietary technologies and
information which may be difficult to protect and may infringe on the
intellectual property rights of third parties.




We believe
that the identification, acquisition and development of proprietary technologies
are key drivers of our business. Our success depends, in part, on our ability to
obtain patents, license the patents of others, maintain the secrecy of our
proprietary technology and information, and operate without infringing on the
proprietary rights of third parties. We currently license a number of issued
United States patents. We cannot assure you that the patents of others will not
have an adverse effect on our ability to conduct our business, that the patents
that we license will provide us with competitive advantages or will not be
challenged by third parties, that we will develop additional proprietary
technology that is patentable or that any patents issued to us will provide us
with competitive advantages or will not be challenged by third parties. Further,
we cannot assure you that others will not independently develop similar or
superior technologies, duplicate elements of our biomass technology or design
around it.





-
18 -








In order to successfully commercialize our proprietary technologies, it is
possible that we may need to acquire licenses to, or to contest the validity of,
issued or pending patents or claims of third parties. We cannot assure you that
any license acquired under such patents would be made available to us on
acceptable terms, if at all, or that we would prevail in any such contest. In
addition, we could incur substantial costs in defending ourselves in suits
brought against us for alleged infringement of another party’s patents or in
defending the validity or enforceability of our patents, or in bringing patent
infringement suits against other parties based on our patents.




In addition to the protection afforded by patents, we also rely on trade
secrets, proprietary know-how and technology that we seek to protect, in part,
by confidentiality agreements with our prospective joint venture partners,
employees and consultants. We cannot assure you that these agreements will not
be breached, that we will have adequate remedies for any such breach, or that
our trade secrets and proprietary know-how will not otherwise become known or be
independently discovered by others.




We
are dependent upon our officers and key personnel and the loss of any of these
persons could adversely affect our operations and results.




We believe that the implementation of our proposed expansion strategy and
execution of our business plan will depend to a significant extent upon the
efforts and abilities of our officers and key personnel. Because the syngas and
biomass industries are relatively small, we believe that the personal contacts
of our officers and key personnel within the industry and within the scientific
community engaged in related research are a significant factor in our continued
success. Our failure to retain our officers or key personnel, or to attract and
retain additional qualified personnel, could adversely affect our operations and
results. We do not currently carry key-man life insurance on any of our
officers.





Because
we are smaller and have fewer financial and other resources than many syngas
companies, we may not be able to successfully compete in the very competitive
syngas industry.





Syngas is a
commodity. There is significant competition among existing syngas producers. Our
business faces competition from a number of producers that can produce
significantly greater volumes of syngas than we can or expect to produce,
producers that can produce a wider range of products than we can, and producers
that have the financial and other resources that would enable them to expand
their production rapidly if they chose to. These producers may be able to
achieve substantial economies of scale and scope, thereby substantially reducing
their fixed production costs and their marginal productions costs. If these
producers are able to substantially reduce their marginal production costs, the
market price of syngas may decline and we may be not be able to produce syngas
at a cost that allows us to operate profitably. Even if we are able to operate
profitably, these other producers may be substantially more profitable than us,
which may make it more difficult for us to raise any financing necessary for us
to achieve our business plan and may have a materially adverse effect on the
market price of our common stock.




If
syngas prices drop significantly, we will also be forced to reduce our prices,
which potentially may lead to further losses.




Prices for
syngas products can vary significantly over time and decreases in price levels
could adversely affect our profitability and viability. We cannot assure you
that we will be able to sell our syngas profitably, or at all.




Increased
alternative energy production in the United States could increase the demand for
feedstocks and the resulting price of feedstocks, reducing our
profitability.




New
alternative energyplants
are under construction throughout the United States. This increased production
from alternative energy sources such as syngas and ethanol could increase
feedstock demand and prices, resulting in higher production costs and lower
profits.





-
19 -








Price
increases or interruptions in needed energy supplies could cause loss of
customers and impair our profitability.




Syngas
production requires a constant and consistent supply of energy. If there is any
interruption in our supply of energy for whatever reason, such as availability,
delivery or mechanical problems, we may be required to halt production. If we
halt production for any extended period of time, it will have a material,
adverse effect on our business. Natural gas and electricity prices have
historically fluctuated significantly. We purchase significant amounts of these
resources as part of our syngas production. Increases in the price of natural
gas or electricity would harm our business and financial results by increasing
our energy costs.




Risks
Related to Government Regulation and Subsidization




The
United States alternative energy industry is highly dependent upon federal and
state legislation and regulation and any changes in that legislation or
regulation could materially adversely affect our results of operations and
financial condition.





The
elimination or significant reduction in the federal tax incentive could have a
material adverse effect on our results of operations




The cost of
producing ethanol has historically been significantly higher than the market
price of gasoline. The production of ethanol is made significantly more
competitive by federal tax incentives. The federal excise tax incentive program,
which is scheduled to expire on December 31, 2010, allows gasoline
distributors who blend ethanol with gasoline to receive a federal excise tax
rate reduction for each blended gallon they sell regardless of the blend rate.
The current federal excise tax on gasoline is $0.184 per gallon, and is paid at
the terminal by refiners and marketers. If the fuel is blended with ethanol, the
blender may claim a $0.51 per gallon tax credit for each gallon of ethanol used
in the mixture. We cannot assure you, however, that the federal ethanol tax
incentives will be renewed in 2010 or if renewed, on what terms they will be
renewed. The elimination or significant reduction in the federal ethanol tax
incentive could have a material adverse effect on our results of
operations.




Waivers
of the minimum levels of renewable fuels included in gasoline mandated by the
Energy Policy Act of 2005 could have a material adverse affect on our results of
operations




The Energy
Policy Act of 2005 established a renewable fuel standard, or RFS, of 7.5 billion
gallons of renewable fuels to be included in gasoline. Under the Energy Policy
Act of 2005, the Department of Energy, in consultation with the Secretary of
Agriculture and the Secretary of Energy, may waive the RFS mandate with respect
to one or more states if the administrator determines that implementing the
requirements would severely harm the economy or the environment of a state, a
region or the United States, or that there is inadequate supply to meet the
requirement. In addition, the Department of Energy was directed under the Energy
Policy Act of 2005 to conduct a study by January 2006 to determine if the
RFS will have a severe adverse impact on consumers in 2006 on a national,
regional or state basis. Based on the results of the study, the Secretary of
Energy must make a recommendation to the EPA as to whether the RFS should be
waived for 2006. Any waiver of the RFS with respect to one or more states or
with respect to 2006 would adversely offset demand for ethanol and could have a
material adverse effect on our results of operations and financial
condition.








-
20 -





While
the Energy Policy Act of 2005 imposes a RFS, it does not mandate the use of
ethanol and eliminates the oxygenate requirement for reformulated gasoline in
the RFG program included in the Clean Air Act




The RFG
program's oxygenate requirements contained in the Clean Air Act, which accounted
for approximately 1.95 billion gallons of ethanol use in 2004, was
completely eliminated on may 5, 2006 by the Energy Policy Act of 2005.
While the RFA expects that ethanol should account for the largest share of
renewable fuels produced and consumed under the RFS, the RFS is not limited to
ethanol and also includes biodiesel and any other liquid fuel produced from
biomass or biogas. We cannot assure you that the elimination of the oxygenate
requirement for reformulated gasoline in the RFG program included in the Clean
Air Act will not result in a decline in ethanol consumption, which in turn could
have a material adverse effect on our results of operations and financial
condition.




Certain
countries can import ethanol into the United States duty free, which may
undermine the ethanol industry in the United States




Imported
ethanol is generally subject to a $0.54 per gallon tariff and a 2.5% ad valorem
tax that was designed to offset the $0.51 per gallon ethanol subsidy available
under the federal excise tax incentive program for refineries that blend ethanol
in their fuel. There is a special exemption from the tariff for ethanol imported
from 24 countries in Central America and the Caribbean islands which is limited
to a total of 7.0% of United States production per year (with additional
exemptions for ethanol produced from feedstock in the Caribbean region over the
7.0% limit). In November 2006, bills were introduced in both the U.S. House of
Representatives and U.S. Senate to repeal the $0.54 per gallon tariff. We do not
know the extent to which the volume of imports would increase or the effect on
United States prices for ethanol if this proposed legislation is enacted or if
the tariff is not renewed beyond its current expiration in December 2007. In
addition, under the North America Free Trade Agreement, Canada and Mexico are
exempt from this tariff. Imports from the exempted countries have increased in
recent years and are expected to increase further as a result of new plants
under development. In particular, the ethanol industry has expressed concern
with respect to a new plant under development by Cargill, Inc., the fifth
largest ethanol producer in the United States, in El Salvador that would take
the water out of Brazilian ethanol and then ship the dehydrated ethanol from El
Salvador to the United States duty-free. Since production costs for ethanol in
Brazil are estimated to be significantly less than what they are in the United
States, the import of the Brazilian ethanol duty free through El Salvador or
another country exempted from the tariff may negatively impact the demand for
domestic ethanol and the price at which we sell our ethanol.




Lax
enforcement of environmental and energy policy regulations may adversely affect
the demand for ethanol.




Our
success will depend, in part, on effective enforcement of existing environmental
and energy policy regulations. Many of our potential customers are unlikely to
switch from the use of conventional fuels unless compliance with applicable
regulatory requirements leads, directly or indirectly, to the use of ethanol.
Both additional regulation and enforcement of such regulatory provisions are
likely to be vigorously opposed by the entities affected by such requirements.
If existing emissions-reducing standards are weakened, or if governments are not
active and effective in enforcing such standards, our business and results of
operations could be adversely affected. Even if the current trend toward more
stringent emissions standards continues, our future prospects will depend on the
ability of ethanol to satisfy these emissions standards more efficiently than
other alternative technologies. Certain standards imposed by regulatory programs
may limit or preclude the use of our products to comply with environmental or
energy requirements. Any decrease in the emission standards or the failure to
enforce existing emission standards and other regulations could result in a
reduced demand for ethanol. A significant decrease in the demand for ethanol
will reduce the price of ethanol, adversely affect our profitability and
decrease the value of your stock.


-
21 -


Costs
of compliance with burdensome or changing environmental and operational safety
regulations could cause our focus to be diverted away from our business and our
results of operations to suffer.




Ethanol
production involves the emission of various airborne pollutants, including
particulate matter, carbon monoxide, carbon dioxide, nitrous oxide, volatile
organic compounds and sulfur dioxide. Our proposed plants also will discharge
water into the environment. As a result, we are subject to complicated
environmental regulations of the U.S. Environmental Protection Agency and
regulations and permitting requirements of the various states. These regulations
are subject to change and such changes may require additional capital
expenditures or increased operating costs. Consequently, considerable resources
may be required to comply with future environmental regulations. We did not
incur any capital expenditures for environmental control in 2006 and we do
not currently expect to incur material capital expenditures for environmental
controls in this or the succeeding fiscal year. In addition, our ethanol plants
could be subject to environmental nuisance or related claims by employees,
property owners or residents near the ethanol plants arising from air or water
discharges. Ethanol production has been known to produce an unpleasant odor to
which surrounding residents could object. Environmental and public nuisance
claims, or tort claims based on emissions, or increased environmental compliance
costs could significantly increase our operating costs.




Our proposed
new ethanol plants will also be subject to federal and state laws regarding
occupational safety. Risks of substantial compliance costs and liabilities are
inherent in ethanol production. We may be subject to costs and liabilities
related to worker safety and job related injuries, some of which may be
significant. Possible future developments, including stricter safety laws for
workers and other individuals, regulations and enforcement policies and claims
for personal or property damages resulting from operation of the ethanol plants
could reduce the amount of cash that would otherwise be available to further
enhance our business.




Risks
Related to an Investment in Our Common Stock




Our
common stock price has fluctuated considerably and stockholders may not be able
to resell their shares at or above the price at which such shares were
purchased.





The
market price of our common stock has fluctuated in the past, and may continue to
fluctuate significantly in response to factors, some of which are beyond our
control. For example, from December, 2004 through November 1, 2008, the high and
low bid or sales price for our common stock has been $1.80 and $0.30 per
share, respectively. Factors which could affect the market price of our common
stock include the following:




Ÿ
            our
      inability to manufacture syngas as efficiently as we expect due to factors
      related to costs and supply of feedstocks, energy or
  water,




Ÿ
            market
      factors affecting the demand for syngas such as price, competition and
      general economic conditions,




Ÿ
            discontinuation
      or limitations on state and federal alternative energy
      subsidies,




Ÿ
            negative
      public sentiment toward alternative energy production and use,
      and




Ÿ
            environmental
      restrictions increasing the costs and liabilities of alternative energy
      production.




The stock
market in general has experienced extreme price and volume fluctuations. The
market prices of securities of fuel-related companies have experienced
fluctuations that often have been unrelated or disproportionate to the operating
results of these companies. Continued market fluctuations could result in
extreme volatility in the price of our common stock, which could cause a decline
in the value of our common stock. Price volatility might be intensified under
circumstances where the trading volume of our common stock is low.





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We
may not be able to attract the attention of major brokerage firms for research
and support which may adversely affect the market price of our common
stock.




Securities
analysts of major brokerage firms may not publish research on our common stock.
The number of securities competing for the attention of such analysts is large
and growing. Coverage of a security by analysts at major brokerage firms
increases the investing public’s knowledge of and interest in the issuer, which
may stimulate demand for and support the market price of the issuer’s
securities. The failure of major brokerage firms to cover our common stock may
adversely affect the market price of our common stock.




Future
sales of common stock or other dilutive events may adversely affect prevailing
market prices for our common stock.





We are
currently authorized to issue up to 50,000,000 shares of common stock, of which
1,106,109 shares were issued and outstanding as of November 1, 2008. Our board
of directors has the authority, without further action or vote of our
stockholders, to issue any or all of the remaining authorized shares of our
common stock that are not reserved for issuance and to grant options or other
awards to purchase any or all of the shares remaining authorized. The board may
issue shares or grant options or awards relating to shares at a price that
reflects a discount from the then-current market price of our common stock. The
options and awards referred to above can be expected to include provisions that
require the issuance of increased numbers of shares of common stock upon
exercise or conversion in the event of stock splits, redemptions, mergers or
other transactions. The occurrence of any such event, the exercise of any of the
options or warrants described above and any other issuance of shares of common
stock will dilute the percentage ownership interests of our current stockholders
and may adversely affect the prevailing market price of our common
stock.





A
significant number of our shares will be eligible for sale, and their sale could
depress the market price of our common stock.





Sales of
a significant number of shares of our common stock in the public market could
harm the market price of our common stock. Virtually all shares of our common
stock may be offered from time to time in the open market, including the shares
offered pursuant to this prospectus. These sales may have a depressive effect on
the market for the shares of our common stock. Moreover, additional shares of
our common stock, including shares that have been issued in private placements,
may be sold from time to time in the open market pursuant to Rule 144. In
general, a person who has held restricted shares for a period of one year may,
upon filing with the SEC a notification on Form 144, sell into the market common
stock in an amount equal to the greater of 1% of the outstanding shares or the
average weekly number of shares sold in the last four weeks prior to such sale.
Such sales may be repeated at specified intervals.  Subject to satisfaction
of a two-year holding requirement, non-affiliates of an issuer may make sales
under Rule 144 without regard to the volume limitations and any of the
restricted shares may be sold by a non-affiliate after they have been held two
years. Sales of our common stock by our affiliates are subject to Rule
144.




Failure
to achieve and maintain effective internal controls in accordance with Section
404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on
our business and operating results. In addition, as a consequence of such
failure, current and potential stockholders could lose confidence in our
financial reporting, which could have an adverse effect on our stock
price.





Effective
internal controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide reliable financial reports or
prevent fraud, we could be subject to regulatory action or other litigation and
our operating results could be harmed.




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Commencing
with our fiscal year beginning July 1, 2008, we will be required to document and
test our internal control procedures in order to satisfy the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002, which requires our management to
annually assess the effectiveness of our internal controls over financial
reporting and, commencing with the fiscal year beginning July 1, 2008, our
independent registered public accounting firm to report on these assessments. In
connection with their audit of our financial statements for the fiscal year
ended June 30, 2007, our independent accountants notified us and our board of
directors that they had identified significant deficiencies that they considered
material weaknesses in our internal controls. The material weaknesses related to
the financial reporting process and segregation of duties. We have augmented and
continue to augment our internal controls procedures and expand our accounting
staff, but there is no guarantee that this effort will be adequate.




During
the course of our testing, we may r identify deficiencies which we may not be
able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act
for compliance with the requirements of Section 404. In addition, if we fail to
maintain the adequacy of our internal accounting controls, as such standards are
modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404. Failure to
achieve and maintain an effective internal control environment could cause us to
face regulatory action and also cause investors to lose confidence in our
reported financial information, either of which could have an adverse effect on
our stock price.




Pinnacle Resources, Inc. and our
officers and directors have significant voting power andmaytake actions thatmay not be in the best interest of all
other stockholders.





Pinacle
Resources, Inc. and our officers and directors beneficially own approximately 21
% of our currently outstanding shares of common stock. If these stockholders act
together, they may be able to exert significant control over our management and
affairs requiring stockholder approval, including approval of significant
corporate transactions. This concentration of ownership may have the effect of
delaying or preventing a change in control and might adversely affect the market
price of our common stock. This concentration of ownership may not be in the
best interests of all our stockholders.




Investors
should not anticipate receiving cash dividends on our common stock.




We have
never declared or paid any cash dividends or distributions on our capital stock.
We currently intend to retain our future earnings to support operations and to
finance expansion and, therefore, we do not anticipate paying any cash dividends
on our common stock in the foreseeable future.





We may issue shares of preferred
stock without stockholder approval that may adversely affect your rights as a
holder of our common stock.





Our
certificate of incorporation authorizes us to issue up to 1,000,000 shares of
“blank check” preferred stock with such designations, rights and preferences as
may be determined from time to time by our board of directors. Accordingly, our
board of directors is empowered, without stockholder approval, to issue a series
of preferred stock with rights to receive dividends and distributions upon
liquidation in preference to any dividends or distributions upon liquidation to
holders of our common stock and with conversion, redemption, voting or other
rights which could dilute the economic interest and voting rights of our common
stockholders. The issuance of preferred stock could also be used as a method of
discouraging, delaying or preventing a change in control of our company or
making removal of our management more difficult, which may not be in your
interest as holders of common stock.




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Provisions
in our articles of incorporation and bylaws and under Nevada law could inhibit a
takeover at a premium price.





As noted
above, our articles of incorporation authorizes us to issue up to 1,000,000
shares of “blank check” preferred stock with such designations, rights and
preferences as may be determined from time to time by our board of directors.
Our bylaws limit who may call a special meeting of stockholders and establish
advance notice requirements for nominations for election to our board of
directors or for proposing matters that can be acted upon at stockholder
meetings. Each of these provisions may have the effect to discouraging, delaying
or preventing a change in control of our company or making removal of our
management more difficult, which may not be in your interest as holders of
common stock.




ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.


None





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES


None





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


None





ITEM
5.  OTHER INFORMATION


None





ITEM
6.  EXHIBITS





Exhibits





3.1*
            Articles
      of Incorporation3.2*
            Bylaws21
      *
            List
      of Subsidiaries.31.1
            Certification
      of Chief Executive Officer pursuant to Rule
      13a-14(a)/15(d)-14(a)31.2
            Certification
      of Chief Financial Officer pursuant to Rule
      13a-14(a)/15(d)-14(a)32.1
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002








*
Previously filed under cover of Form SB-2 on February 27, 2007.





We filed
no under cover of Form 8K for the fiscal quarter ended September 30,
2008.





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SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized on November 13, 2008.













GREEN
      ENERGY HOLDING CORP.By:
            /s/
      Dennis C. MurphyDennis
      C. Murphy,Chief
      Executive Officer and President
              (principal
      executive officer)






By:
            /s/
      Robert A. HildebrandRobert
      A. Hildebrand,Chief
      Financial Officer
              (principal
      financial and accounting officer)




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