**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**








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


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      Quarterly period ended September 30, 2007





Commission
      File No. 0-52631





**GREEN
      ENERGY HOLDING CORP.**


(Exact
      Name of Small Business Issuer 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 shell company (as defined in Rule
      12b-2 of the Exchange Act)   Yes [X ]     No
      []





As
      of
      November 1, 2007, registrant had outstanding 1,106,109 shares of the
      registrant's common stock. The aggregate market value of the voting stock held
      by nonaffiliates computed by reference to the price at which the stock was
      sold,
      or the average bid and asked prices of such stock, as and the aggregate market
      value of such shares held by non-affiliates of the registrant (based upon the
      closing bid price of such shares as listed on the OTC Bulletin Board on November
      1, 2007) was approximately $62,000.





Transitional
      Small Business Disclosure Form at
      (check
      one):  Yes [ ]    No [X]

















**FORM
      10-QSB**


**GREEN
      ENERGY HOLDING CORP.**





**TABLE
      OF CONTENTS**











PagePART
                I  FINANCIAL INFORMATIONItem
                1. Financial Statements for the period ended September 30,
                2007Consolidated
                Balance Sheet(Unaudited)
            4Consolidated
                Statements of Operations (Unaudited)
            5Consolidated
                Statements of Cash Flows (Unaudited)
            6Item
                2. Management's Discussion and Analysis and Plan of
                Operation
            10Item
                3. Controls and Procedures
            23PART
                II  OTHER INFORMATIONItem
                1. Legal Proceedings
            23Item
                2. Changes in Securities
            24Item
                3. Defaults Upon Senior Securities
            24Item
                4. Submission of Matters to a Vote of Security Holders
            24Item
                5. Other Information
            24Item
                6. Exhibits and Reports on Form 8-K
            24Signatures
            25






*-
            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.**





**FINANCIAL
      STATEMENTS**


**(Unaudited)**





**Quarter
      Ended September 30, 2007**














*-
            3 -*








**GREEN
      ENERGY HOLDING CORP.**


**(A
      Development Stage Company)**


**BALANCE
      SHEET**


**(Unaudited)**








**Sept.
                30, 2007****ASSETS****Current
                assets**Cash
            
            $
            2,259**Total
                current assets**
            
            
            2,259Fixed
                assets
            
            
            1,120Less
                accumulated depreciation
            
            
            (676
            )444**Total
                Assets**
            
            $
            2,703**LIABILITIES****&
                STOCKHOLDERS' EQUITY****Current
                liabilities**Accrued
                payables
            
            $
            52,098Related
                party payables
            
            
            89,300Notes
                payable - related party
            
            
            13,000Notes
                payable
            
            
            15,000**Total
                current liabilties**
            
            
            169,398**Total
                Liabilities**
            
            
            169,398**Stockholders'
                Equity**Preferred
                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
            
            
            1,106Additional
                paid in capital
            
            
            575,636Deficit
                accumulated during the development stage
            
            
            (743,437
            )**Total
                Stockholders' Equity**
            
            
            (166,695
            )**Total
                Liabilities and Stockholders' Equity**
            
            $
            2,703




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





*-
            4 -*





**GREEN
      ENERGY HOLDING CORP.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF OPERATIONS**


**(Unaudited)**





**Oct.
                14, 2003****(Inception
                of****Three
                Months**
            
            
            **Three
                Months**
            
            
            **Dev.
                Stage)****Ended**
            
            
            **Ended**
            
            
            **Through****Sept.
                30, 2006**
            
            
            **Sept.
                30, 2007**
            
            
            **Sept.
                30, 2007**Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            10,000Operating
                expenses:Depreciation
            
            
            56
            
            
            
            56
            
            
            
            676Research
                and development
            
            
            
            
            
            
            
            
            
            
            307General
                and administrative
            
            
            62,159
            
            
            
            13,241
            
            
            
            734,556Write-offs
            
            
            
            
            
            
            
            
            
            
            10,62162,215
            
            
            
            13,297
            
            
            
            746,160Income
                (loss) from operations
            
            
            (62,215
            )
            
            
            (13,297
            )
            
            
            (736,160
            )Other
                income (expense):Interest
                income
            
            
            
            
            
            
            
            
            
            
            621Interest
                expense
            
            
            (628
            )
            
            
            (609
            )
            
            
            (7,898
            )(628
            )
            
            
            (609
            )
            
            
            (7,277
            )Income
                (loss) before provisionfor
                income taxes
            
            
            (62,843
            )
            
            
            (13,906
            )
            
            
            (743,437
            )Provision
                for income tax
            
            
            -
            
            
            
            -
            
            
            
            -**Net
                income (loss)**
            
            $
            (62,843
            )
            
            $
            (13,906
            )
            
            $
            (743,437
            )**Net
                income (loss) per share**(Basic
                and fully diluted)
            
            $
            (0.01
            )
            
            $
            (0.01
            )Weighted
                average number ofcommon
                shares outstanding
            
            
            5,558,702
            
            
            
            1,106,109








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





*-
            5 -*








**GREEN
      ENERGY HOLDING CORP.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**





**Oct.
                14, 2003****(Inception
                of****Three
                Months**
            
            
            **Three
                Months**
            
            
            **Dev.
                Stage)****Ended**
            
            
            **Ended**
            
            
            **Through****Sept.
                30, 2006**
            
            
            **Sept.
                30, 2007**
            
            
            **Sept.
                30, 2007****Cash
                Flows From Operating Activities:**Net
                income (loss)
            
            $
            (62,843
            )
            
            $
            (13,906
            )
            
            $
            (743,437
            )Adjustments
                to reconcile net loss tonet
                cash provided by (used for)operating
                activities:Depreciation
            
            
            56
            
            
            
            56
            
            
            
            676Accrued
                payables
            
            
            (922
            )
            
            
            7,768
            
            
            
            93,124Receivables
            
            
            
            
            
            
            
            
            
            
            (621
            )Related
                party payables
            
            
            (2,474
            )
            
            
            6,600
            
            
            
            48,274Write-offs
            
            
            
            
            
            
            
            
            
            
            10,621Compensatory
                debt issuance
            
            
            
            
            
            
            
            
            
            
            15,000Compensatory
                stock issuances
            
            
            13,501
            
            
            
            
            
            
            
            14,351**Net
                cash provided by (used for)****operating
                activities**
            
            
            (52,682
            )
            
            
            518
            
            
            
            (562,012
            )**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 financial
      statements.





*-
            6 -*





**GREEN
      ENERGY HOLDING CORP.**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**








(Continued
      From Previous Page)








**Three
                Months**
            
            
            **Three
                Months**
            
            
            **Dev.
                Stage)****Ended**
            
            
            **Ended**
            
            
            **Through****Sept.
                30, 2006**
            
            
            **Sept.
                30, 2007**
            
            
            **Sept.
                30, 2007****Cash
                Flows From Financing Activities:**Notes
                payable related party - borrowings
            
            
            
            
            
            
            
            
            60,000Notes
                payable related party - payments
            
            
            
            
            
            
            
            
            (47,000
            )Sales
                of common stock
            
            
            42,500
            
            
            
            
            
            
            552,391Option
                issuance
            
            
            
            
            
            
            
            
            
            10,000**Net
                cash provided by (used for)****financing
                activities**
            
            
            42,500
            
            
            
            -
            
            
            
            575,391**Net
                Increase (Decrease) In Cash**
            
            
            (10,182
            )
            
            
            518
            
            
            
            2,259**Cash
                At The Beginning Of The Period**
            
            
            25,435
            
            
            
            1,741
            
            
            
            -**Cash
                At The End Of The Period**
            
            $
            15,253
            
            
            $
            2,259
            
            
            $
            2,259Schedule
                Of Non-Cash Investing And Financing ActivitiesIn
                2006 the Company issued 500,000 shares of common stock for assets
                recorded
                at $0.In
                2007 the Company issued a note payable for $15,000 in exchange for
                the
                cancellation of100,000
                common stock options.Supplemental
                DisclosureCash
                paid for interest
            
            $
            208
            
            
            $
            161
            
            
            $
            1,978Cash
                paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -





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


*-
            7 -*





**GREEN
      ENERGY HOLDING CORP.**


**NOTES
      TO 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. At September 30, 2007 the Company had no balance in its
      allowance for doubtful accounts.





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.





*-
            8 -*








**GREEN
      ENERGY HOLDING CORP.**


**NOTES
      TO 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.







*-
            9 -*





**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-QSB. 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-QSB and the documents incorporated herein by
      reference contain forward-looking. 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 Report on
      Form 10-KSB, Form 10-QSB and any Current Reports on Form 8-K.





Risk
      Factors





**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 $13,906 for the fiscal quarter ended September 30, 2007, $62,843
      for the fiscal quarter ended September 30, 2006 and a total of
      $743,437 from inception through September 30, 2007. At September 30,2007,
      we reported a stockholders’ deficit of $166,695. 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.





*-
            10 -*




***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 December 31, 2006, 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:





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





♦
            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, 2008. 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 2007, which will increase our debt and
      make repayment more difficult.***




Because
      it is
      expected that our business will not generate substantial revenues in 2007,
      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 2007, 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, 2007, we owed our shareholder, Pinnacle Resources, Inc*.*,
      $102,300 including accrued interest. Repayment of our debt to our shareholder,
      Pinnacle Resources, Inc, $13,000 of 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, 2007, we had cash of $2,259 . 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.





*-
            11 -*







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.,e 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 forgo 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 January
      1,
      2007, 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.







*-
            12 -*





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 energy******plants 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.





*-
            13 -*







***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.





***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.








*-
            14 -*







***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.





***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





*-
            15 -*





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, 2007, 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:




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




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




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




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




♦
            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.




***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.





*-
            16 -*







***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, 2007. 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.




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 augmenteda
      nd
      continue to augment our internal controls procedures and expand our accounting
      staff, but there is no guarantee that this effort will be adequate.





*-
            17 -*









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
      and**may**take actions that**may**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.




***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.





*-
            18 -*





Overview





**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.





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, 800 degrees 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





*-
            19 -*





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.




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:




*-
          20 -*






♦
            Develop
                production capacity using our licensed technology;♦
            Acquire
                dormant industrial facilities with adaptable infrastructure for conversion
                to alternative energy production;♦
            Adopt
                a flexible feedstock approach to plant development enabling use of
                various
                feedstocks, where applicable;♦
            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;
                and♦
            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 $13,906 for the three months ended
      September 30, 2007 compared to a net loss of $62,843 for the three months ended
      September 30, 2006. We incurred a net loss of $743,437 from inception through
      September 30, 2007.





The
      net
      loss for the three months ended September 30, 2007 and for the three months
      ended September 30, 2006 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
      2007; 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, 2007 compared
      to
      $-0- in revenue for the three months ended September 30, 2006. We have had
      $10,000 in revenue from inception through September 30, 2007.





**Operating
      Expenses.** We incurred operating expenses of $13,297 for the three
      months ended September 30, 2007 compared to operating expenses of $62,215 for
      the three months ended September 30, 2006.  We incurred operating
      expenses of $736,160 from inception through September 30, 2007.





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 increase in operating expenses is directly related to the increase
      in salaries during the relevant periods.





**Gross
      Profit (Loss).** We had no gross profit since inception, including for
      the three months ended September 30, 2007.





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





**Liquidity
      and Capital Resources**




As
      of
      September 30, 2007, we had cash totaling $2,259.





For
      the
      three months ended September 30, 2007, we had net cash of $518 provided by
      operating activities, compared to $52,682 used for operating activities for
      the
      three months ended September 30, 2006. From inception through September 30,
      2007, we had net cash of $562,012 used for operating activities.








For
      the
      three months ended September 30, 2007, we had net cash of $-0- provided by
      financing activities, compared to $42,500 for the three months ended September
      30, 2006. From inception through September 30, 2007, we had net cash of $575,391
      provided by financing activities. Most of the financing came from the sale
      of
      common stock.





*-
            21 -*








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 forgo 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.





**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 small business issuers, 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.





*-
            22 -*








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. CONTROLS AND PROCEDURES**





As
      of the
      end of the period covered by this Quarterly Report on Form 10-QSB, we evaluated
      the effectiveness of the design and operation of its disclosure controls and
      procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
      and 15d-15(e)). That evaluation was performed under the supervision and with
      the
      participation of its management, including its Chief Executive Officer and
      its
      Chief Financial Officer. Based on that evaluation, our Chief Executive
      Officer  and Chief Financial Officer concluded that the Company's
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed in the reports we file or submit under the Exchange
      Act
      is recorded, processed, summarized and reported within the time periods
      specified by the SEC rules and forms, and that such information is accumulated
      and communicated to our management, including our certifying officer, to allow
      timely decisions regarding the required disclosure. There was no change in
      internal control over financial reporting identified in connection with the
      evaluation required under paragraph (d) of Rules 13a-15 or 15d-15 during the
      period covered by this Quarterly Report of Form 10-QSB that has materially
      affected or is reasonably likely to materially affect our 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.







*-
            23 -*






ITEM 2. CHANGES IN SECURITIES


None








**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**


None








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


None








**ITEM
      5. OTHER INFORMATION**


Not
      Applicable








**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





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.





(b)  Reports
      on Form 8-K.





The
      Company filed no reports on Form 8-K during the fiscal quarter ended September
      30, 2007.







*-
            24 -*





**SIGNATURES**





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








**GREEN
                ENERGY HOLDING CORP.**Date:
                November 13, 2007
            By:
            /s/
                Dennis C. MurphyDennis
                C. Murphy,Chief
                Executive Officer and President
              (principal
                executive officer)






Date:
                November 13, 2007
            By:
            /s/
                Robert A. HildebrandRobert
                A. Hildebrand,Chief
                Financial Officer
              (principal
                financial and accounting officer)




*-
      25
      -*