SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-QSB
 
 [x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the
Quarterly period ended   December 31, 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)
 
 2101 N.W.
Boca Raton Blvd
 Suite
260
 Boca
Raton, FL  33431
 (Address
of principal executive offices)  (zip code)
 
 (561)
400-1050
 (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:February 6,2009was 15,476,409.
 
  
  FORM
10-QSB
 
 Green
Energy Holding Corp.
 
 TABLE OF
CONTENTS
 
 
 PART
      I  FINANCIAL INFORMATIONItem
      1. Financial Statements for the period ended December 31,
    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
              15Item
      1A. Risk Factors
              15Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              20Item
      3. Defaults Upon Senior Securities
              20Item
      4. Submission of Matters to a Vote of Security Holders
              21Item
      5. Other Information
              21Item
      6. Exhibits
              21Signatures
              21
  
  -
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.
 (A
Development Stage Company)
  
 FINANCIAL
STATEMENTS
 (Unaudited)
 
 Quarter
Ended December 31, 2008
 
 
 
 
  -
3 -
  Green
Energy Holding Corp.
 Consolidated
Financial Statements
 (Unaudited)
 
 
 PageCONSOLIDATED FINANCIAL
      STATEMENTSConsolidated balance
      sheet
                  5Consolidated
      statements of operation
                  6Consolidated
      statements of cash flows
                  7Notes
      to consolidated financial statements
                  9
 
  -
4 -
  
 GREEN
      ENERGY HOLDING CORP.(A
      Development Stage Company)CONSOLIDATED
      BALANCE SHEETSDec.
      31, 2008June
      30, 2008
                                      
                                      
                                      (Unaudited)ASSETSCurrent
      assetsCash
                                      
                                      $
                                      57
                                      
                                      
                                      $
                                      19Total current
      assets
                                      
                                      
                                      57
                                      
                                      
                                      
                                      19Fixed
      assets - net
                                      
                                      
                                      276
                                      
                                      
                                      
                                      -Total
      Assets
                                      
                                      $
                                      333
                                      
                                      
                                      $
                                      19LIABILITIES&
      STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccrued
      payables
                                      
                                      $
                                      41,614
                                      
                                      
                                      $
                                      -Related
      party payables
                                      
                                      
                                      18,000Interest
      payable
                                      
                                      
                                      4,796Notes
      payable - related party
                                      
                                      
                                      13,000Notes
      payable
                                      
                                      
                                      15,000Total current
      liabilties
                                      
                                      
                                      92,410
                                      
                                      
                                      
                                      -Total
      Liabilities
                                      
                                      
                                      92,410
                                      
                                      
                                      
                                      -Stockholders'
      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
      (June 2008) and 15,476,109 (Dec. 2008)shares
      issued and outstanding
                                      
                                      
                                      1,106
                                      
                                      
                                      
                                      15,476Additional
      paid in capital
                                      
                                      
                                      675,836
                                      
                                      
                                      
                                      843,669Deficit
      accumulated during the development stage
                                      
                                      
                                      (769,019
                                      )
                                      
                                      
                                      (859,126
                                      )Total
      Stockholders' Equity
                                      
                                      
                                      (92,077
                                      )
                                      
                                      
                                      19Total
      Liabilities and Stockholders' Equity
                                      
                                      $
                                      333
                                      
                                      
                                      $
                                      19
  The
accompanying notes are an integral part of the financial
statements.
  -
5 -
  
 GREEN
      ENERGY HOLDING CORP.(A
      Development Stage Company)STATEMENTS
      OF OPERATIONS(Unaudited)Oct.
      14, 2003(Inception
      ofThree
      Months
                                    
                                    
                                    Three
      Months
                                    
                                    
                                    Six
      Months
                                    
                                    
                                    Six
      Months
                                    
                                    
                                    Dev.
      Stage)Ended
                                    
                                    
                                    Ended
                                    
                                    
                                    Ended
                                    
                                    
                                    Ended
                                    
                                    
                                    ThroughDec.
      31, 2007
                                    
                                    
                                    Dec.
      31, 2008
                                    
                                    
                                    Dec.
      31, 2007
                                    
                                    
                                    Dec.
      31, 2008
                                    
                                    
                                    Dec.
      31, 2008Revenue
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    10,000Operating
      expenses:Depreciation
                                    
                                    
                                    56
                                    
                                    
                                    
                                    56
                                    
                                    
                                    
                                    112
                                    
                                    
                                    
                                    112
                                    
                                    
                                    
                                    956Research
      and development
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    307General
      and administrative
                                    
                                    
                                    7,261
                                    
                                    
                                    
                                    77,562
                                    
                                    
                                    
                                    20,502
                                    
                                    
                                    
                                    87,321
                                    
                                    
                                    
                                    838,875Write-offs
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    10,6217,317
                                    
                                    
                                    
                                    77,618
                                    
                                    
                                    
                                    20,614
                                    
                                    
                                    
                                    87,433
                                    
                                    
                                    
                                    850,759Income
      (loss) from operations
                                    
                                    
                                    (7,317
                                    )
                                    
                                    
                                    (77,618
                                    )
                                    
                                    
                                    (20,614
                                    )
                                    
                                    
                                    (87,433
                                    )
                                    
                                    
                                    (840,759
                                    )Other
      income (expense):Interest
      income
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    621Interest
      expense
                                    
                                    
                                    (839
                                    )
                                    
                                    
                                    (433
                                    )
                                    
                                    
                                    (1,448
                                    )
                                    
                                    
                                    (2,674
                                    )
                                    
                                    
                                    (18,988
                                    )(839
                                    )
                                    
                                    
                                    (433
                                    )
                                    
                                    
                                    (1,448
                                    )
                                    
                                    
                                    (2,674
                                    )
                                    
                                    
                                    (18,367
                                    )Income
      (loss) before provisionfor
      income taxes
                                    
                                    
                                    (8,156
                                    )
                                    
                                    
                                    (78,051
                                    )
                                    
                                    
                                    (22,062
                                    )
                                    
                                    
                                    (90,107
                                    )
                                    
                                    
                                    (859,126
                                    )Provision
      for income tax
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      income (loss)
                                    
                                    $
                                    (8,156
                                    )
                                    
                                    $
                                    (78,051
                                    )
                                    
                                    $
                                    (22,062
                                    )
                                    
                                    $
                                    (90,107
                                    )
                                    
                                    $
                                    (859,126
                                    )Net
      income (loss) per share(Basic
      and fully diluted)
                                    
                                    $
                                    (0.01
                                    )
                                    
                                    $
                                    (0.05
                                    )
                                    
                                    $
                                    (0.02
                                    )
                                    
                                    $
                                    (0.07
                                    )Weighted
      average number ofcommon
      shares outstanding
                                    
                                    
                                    1,106,109
                                    
                                    
                                    
                                    1,425,442
                                    
                                    
                                    
                                    1,106,109
                                    
                                    
                                    
                                    1,265,776
  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)Oct.
      14, 2003(Inception
      ofSix
      Months
                                        
                                        
                                        Six
      Months
                                        
                                        
                                        Dev.
      Stage)Ended
                                        
                                        
                                        Ended
                                        
                                        
                                        ThroughDec.
      31, 2007
                                        
                                        
                                        Dec.
      31, 2008
                                        
                                        
                                        Dec.
      31, 2008Cash
      Flows From Operating Activities:Net
      income (loss)
                                        
                                        $
                                        (22,062
                                        )
                                        
                                        $
                                        (90,107
                                        )
                                        
                                        $
                                        (859,126
                                        )Adjustments
      to reconcile net loss tonet
      cash provided by (used for)operating
      activities:Depreciation
                                        
                                        
                                        112
                                        
                                        
                                        
                                        112
                                        
                                        
                                        
                                        956Accrued
      payables
                                        
                                        
                                        10,746
                                        
                                        
                                        
                                        (39,043
                                        )
                                        
                                        
                                        56,393Receivables
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (621
                                        )Related
      party payables
                                        
                                        
                                        9,600
                                        
                                        
                                        
                                        (18,000
                                        )
                                        
                                        
                                        51,174Write-offs
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        10,621Note
      discount
                                        
                                        
                                        
                                        
                                        
                                        
                                        1,000
                                        
                                        
                                        
                                        1,000Compensatory
      debt issuances
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        15,000Compensatory
      stock issuances
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        14,351Net cash provided by (used
      for)operating
      activities
                                        
                                        
                                        (1,604
                                        )
                                        
                                        
                                        (146,038
                                        )
                                        
                                        
                                        (710,252
                                        )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.
  -
7 -
  
 GREEN
      ENERGY HOLDING CORP.(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWS(Unaudited)(Continued
      From Previous Page)Oct.
      14, 2003(Inception
      ofSix
      Months
                                          
                                          
                                          Six
      Months
                                          
                                          
                                          Dev.
      Stage)Ended
                                          
                                          
                                          Ended
                                          
                                          
                                          ThroughDec.
      31, 2007
                                          
                                          
                                          Dec.
      31, 2008
                                          
                                          
                                          Dec.
      31, 2008Cash
      Flows From Financing Activities:Notes
      payable related party - borrowings
                                          
                                          
                                          
                                          
                                          
                                          5,500
                                          
                                          
                                          
                                          65,500Notes
      payable related party - payments
                                          
                                          
                                          
                                          
                                          
                                          (34,500
                                          )
                                          
                                          
                                          (81,500
                                          )Sales
      of common stock
                                          
                                          
                                          
                                          
                                          
                                          175,000
                                          
                                          
                                          
                                          727,391Option
      issuance
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          10,000Net cash provided by (used
      for)financing
      activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          146,000
                                          
                                          
                                          
                                          721,391Net
      Increase (Decrease) In Cash
                                          
                                          
                                          (1,604
                                          )
                                          
                                          
                                          (38
                                          )
                                          
                                          
                                          19Cash
      At The Beginning Of The Period
                                          
                                          
                                          1,741
                                          
                                          
                                          
                                          57
                                          
                                          
                                          
                                          -Cash
      At The End Of The Period
                                          
                                          $
                                          137
                                          
                                          
                                          $
                                          19
                                          
                                          
                                          $
                                          19Schedule 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. In 2009 the Company recorded paid in capital
      fromdebt
      relief of $7,203.Supplemental DisclosureCash
      paid for interest
                                          
                                          $
                                          724
                                          
                                          
                                          $
                                          4,241
                                          
                                          
                                          $
                                          14,862Cash
      paid for income taxes
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
  The
accompanying notes are an integral part of the 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.
 
 NOTE
2. OTHER MATTERS
  On December 29, 2008 the Company
completed a stock purchase agreement with outside investors, selling the
investors 14,370,000 common shares for $175,000 in cash. In addition, current
Company shareholders transferred an additional 575,000 common shares to the
outside investors, leaving the outside investors with approximately 96.5% of the
Company’s issued and outstanding common shares.Pursuant to
the terms of the Agreement, immediately following the closing, the Company had
no financial obligations to any third parties.   The purchase
price was negotiated between the parties and has no bearing of the price of the
Company’s common stock.  The sale of common stock was made to
unrelated third parties.
 
  -
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-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 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-QSB and any Current Reports
on Form 8-K.
  Overview
and History
 
 Green
Energy Corp., originally organized as a Colorado 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
  The
Company was originally organized in October 2003 to capitalize on the growing
market for alternative fuels and its co-products.  The Company
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.
 
 Through
the end of calendar 2008, our growth strategy has encompassed 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:
  -
11 -
  
 *
              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.
 
 Following
the sale of 96.5% of the Company’s capital stock at the end of calendar 2008,
the Company decided to modify its focus, concentrating on acquiring cash
producing oil and gas properties in middle region of the United States, as well
as venturing with non-producing properties with a potential upside to increase
production and value, utilizing our expertise and
experience.  Additionally, it expects to also focus on all developing
aspects of green energy in the Middle East and Africa regions.
  
 Our
corporate headquarters are located at 2101 N.W. Boca Raton Blvd, Suite 1, Boca
Raton, FL  33431, and our telephone number is (561) 445-1050. We do
not currently have a website.
 
 Results
of Operations
 
 Net Loss. We incurred a net
loss of $78,051 for the three months ended December 31, 2008 compared to a net
loss of $8,156 for the three months ended December 31, 2007. We incurred a net
loss of $859,126 from inception through December 31, 2008.
 
 The net
loss for the three months ended December 31, 2008 and for the three months ended
December 31, 2007 results primarily from operating general and administrative
expenses. The increase in the net loss was based on accrued amounts due to
investor financial advisors ($35,000) and for legal fees
($37,000).  These obligations have not included as part of the accrued
payables in the financial statements.  The remainder 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 the third quarter of our 2009 fiscal year, which commences July 1, 2009;
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.
 
 During
the three months ended December 31, 2008, the Company wrote off $77,618 of
obligations to third parties (included some to related
parties).  Portions of these obligations were forgiven by certain of
the Company’s creditors.
 
 Revenue. We had $-0- in
revenue for the three months ended December 31, 2008 compared to $-0- in revenue
for the three months ended December 31, 2007. We have had $10,000 in revenue
from inception through December 31, 2008.
 
 Operating Expenses. We
incurred operating expenses of $77.618 for the three months ended December 31,
2008 compared to operating expenses of $7.317 for the three months ended
December 31, 2007.  We incurred operating expenses of $840.759 from
inception through December 31, 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 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 December 31,
2008.
  -
12 -
 
 
 Research and Development.
Research and development expenses have been negligible since
inception.
 
 Liquidity
and Capital Resources
  As of
December 31, 2008, we had cash totaling $57.
 
 For the
six months ended December 31, 2008, we had net cash of $146,038used for operating
activities, compared to $1,604provided by operating
activities for the six months ended December 31, 2007. From inception through
December 31, 2008, we had net cash of $710,252 used for operating
activities.
 
 For the
six months ended December 31, 2008, we had net cash of $146,000 provided by
financing activities, compared to $-0-  for the six months ended
December 31, 2007. From inception through December 31, 2008, we had net cash of
721,391 provided by financing activities. Most of the financing came from the
sale of common stock.
 
 This increase in net cash was a result
of the Company’s selling 14,370,700 shares of our common stock for an aggregate
of $175,000.  Following the closing of the sale, the new stockholders
owned 96.5% of our outstanding shares immediately following the transaction,
with the transaction cost not to exceed $500,000.  The proceeds from
the sale were used to satisfy all of our outstanding liabilities and we received
releases from our creditors.The purchase price was negotiated
between the parties and has no bearing of the price of the Company’s common
stock.  The sale of common stock was made to unrelated third
parties.  Pursuant to the terms of the Agreement, immediately
following the closing, the Company had no financial obligations to any third
parties.
 
 Following
the sale, the purchasers currently intend to continue the Company’s business
focus of in the areas of  oil and gas, including exploration and
development, as well as other energy projects including power development, both
domestically and internationally.  We are currently in discussions
with several intermediaries, advisors and investors to structure and raise the
funds to optimally finance various potential projects, both domestically and in
the Middle East. We are evaluating debt and equity placements at the corporate
level as well as project specific capital opportunities. At the present time, 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.
  Subsequent
Events
 
 Following the closing of the sale of the common stock, the Company received an
additional $325,000 for foreign investors in connection with the sale of
11,585,700 shares.  These
proceeds are being used to cover closing costs not to exceed
$500,000.
 These shares have been reserved, but will not be issued until the proposals
described in an Information Statement to be filed with the Securities and
Exchange Commission and mailed to the Company’s stockholders become
effective.  The proposals include (i) changing the Company’s name,
(ii) increasing its authorized shares, (iii) effectuating a change in the
majority of its directors, and (iv) opting out of certain provisions of Nevada
law relating to combinations with interested stockholders.
 
  -
13 -
  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 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.
  -
14 -
  
 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.
 
 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..
 
  -
15 -
  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. 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 $78,051 for the fiscal quarter ended December 31, 2008,
$8,156 for the fiscal quarter ended December 31, 2007 and a total of
$859,126 from inception through December 31, 2008. At December 31,2008, we
reported a stockholders’ equity of $19. Through December 28, 2008, we have been
funding our operations primarily through the sale of our securities and loans
from our major shareholder.  Effective December 29, 2008, we sold
approximately 96.5% of newly issued stock for $175,000, which does not include
the transaction fees and services not to exceed $500,000,  and expect
to continue doing so for the foreseeable future. We expect to continue to incur
net losses for the foreseeable future as focus on seeking potential joint
venture partners and acquisitions in the area of oil, gas, and alternative
energy.  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:
 
 *
              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..
 
 We
recently expanded our business plan to include oil and gas, as well as
alternative energy.  There will be additional costs to the Company as
we expand focus.  We expect our operating costs to range between
$200,000 and $250,000 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 could cause us to go out of business.
  We
will be forced to continue to seek financing partners, either through debt or
equity, to fund our ongoing business.
  We
recently sold approximately 96.5% of our Company to unrelated third
parties.  While the new stockholders expect to enter into agreements
with third parties in the energy arena, no agreements have been entered
into.  Because it is expected that our business will not generate
substantial revenues through the end of our fiscal year, June 30, 2009, we will
be required to find financing resources.
  -
16 -
  We
will need to raise additional funds in order to achieve our business
objectives.
 
 As
of December 31, 2008, we had cash of $146,038.  We will
need significant capital expenditures and investments over the next twelve
months related to our growth program.  We are also currently
evaluating potential joint venture partners.  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 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. 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 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.
  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 oil, gas and
alternative energy industries are highly competitive,  we believe that
the personal contacts of our officers and key personnel within the industry and
within the scientific community engaged in related businesses 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 energy focused
companies, we may not be able to successfully compete in the very competitive
industry.
 
 There are
significant competition among existing oil, gas, and alternative energy
companies.  Our business faces competition from a number of entities
that have the financial and other resources that would enable them to expand
their businesses.  Even if we are able to enter into joint venture
agreements, our competitors may be 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.
   -
17 -
  The
United States oil, gas, 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
  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.
  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 January 31, 2009, the high and
low bid or sales price for our common stock has been $7.19and $.15 per
share, respectively.  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.
  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 50.0 million shares of common stock, of
which 15,476,409 shares were issued and outstanding as of January 31,
2009.  This amount does not include an additional 11,585,700 shares
that will be issued once the number of authorized shares has increase as
follows:  we will increase the number of our authorized shares to
100.0 million shares of common stock, and 25.0 million shares of preferred
stock.   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.
 
  -
18 -
  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, 2010, 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, 2010, 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 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.
  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.
 
  -
19 -
  We may issue shares of preferred
stock without stockholder approval that may adversely affect your rights as a
holder of our common stock.
 
 Upon our
amending our certificate of incorporation authorizes us to issue up to 25.0
million 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.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
 
 Effective
December 29, 2008, we sold a total of 14,370,700 newly issued common shares,
representing approximately  96.5% of its outstanding common stock
after the sale.  The purchase price for these shares was an aggregate
of $175,000, the proceeds of which were used to pay outstanding Company
liabilities.  This amount does not include additional acquisition
expenses, which include legal fees, accounting expenses
and administrative expenses with the total transaction cost not to
exceed  $500,000.
 
 The
shares were sold to accredited investors pursuant to Section 4(2) and
Regulation  D of the Securities Act of 1933, as
amended.  Additionally, 72% were also sold to non-U.S. persons
pursuant to Regulation S of the Securities Act.  Each of the
purchasers was provided with, or had access to, information including financial
information about the Company.  We also filed a Form D with the
Securities and Exchange Commission.
 
 In
January 2009, we received proceeds of $325,000 from foreign investors in
connection with the purchase of 11,585,700 shares of our common
stock.  These proceeds will to be used for working
capital.  The shares were sold to accredited investors pursuant to
Section 4(2) and Regulation S of the Securities Act of 1933, as
amended.  Each of the purchasers was provided with, or had access to,
information including financial information about the Company.
 
 
 ITEM
3.  DEFAULTS UPON SENIOR SECURITIES
 
 None
 
  -
20 -
   ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 On or about December 27, 2008, upon a
recommendation by our Board, a majority of the Company’s shareholders approved
the sale of approximately 96.5% of the Company for $175,000.
 
 
 ITEM
5.  OTHER INFORMATION
 
 None
 
 ITEM
6.  EXHIBITS
 
 Exhibits
 
 3.1*
                    Articles
      of Incorporation3.2*
                    Bylaws21
      *
                    List
      of Subsidiaries.10.1
                    Stock
      Purchase Agreement between the Company and the Representative of the
      Stockholders, effective December 29, 2008 (filed with the Securities and
      Exchange Commission on Form 8-K on January 5, 2009).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.
 
  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 February 11, 2009.
 
 GREEN
      ENERGY HOLDING CORP.By:
              /s/
      John AdairJohn
      Adair,Chief
      Executive Officer, President, and Chief Financial Officer (principal
      executive officer and Principal Financial and Accounting
      Officer)
   -
21 -