**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 March 31, 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 May
        1, 2007, registrant had outstanding 5,641,041 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 May 14, 2007)
        was
        approximately $1,570,000.
 
 
 Transitional
        Small Business Disclosure Format (check one): Yes [ ] No [X]
 
 
  *-
            1
            -*
  
 
 **FORM
        10-QSB**
 **GREEN
        ENERGY HOLDING CORP.**
 
 **TABLE
        OF CONTENTS**
 
 
 PagePART
                  I FINANCIAL INFORMATIONItem
                  1. Financial Statements for the period ended March 31, 2007
              4Consolidated
                  Balance Sheet(Unaudited)
              5Consolidated
                  Statements of Operations (Unaudited)
              6Consolidated
                  Statements of Cash Flows (Unaudited)
              7Item
                  2. Management's Discussion and Analysis and Plan of Operation
              10Item
                  3. Controls and Procedures
              25PART
                  II OTHER INFORMATIONItem
                  1. Legal Proceedings
              25Item
                  2. Changes in Securities
              25Item
                  3. Defaults Upon Senior Securities
              25Item
                  4. Submission of Matters to a Vote of Security Holders
              25Item
                  5. Other Information
              25Item
                  6. Exhibits and Reports on Form 8-K
              25Signatures
              27


*-
          2
          -*






Green
        Energy Holding Corp.
 Financial
        Statements
 (Unaudited)
 
 
  *-
            3
            -*




**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)





**BALANCE
      SHEET**


(Unaudited)




**Mar.
                31, 2007****ASSETS****Current
                assets**Cash
            
            $
            238**Total
                current assets**
            
            
            238Fixed
                assets
            
            
            1,120Accumulated
                depreciation
            
            
            (564
            )556**Total
                Assets**
            
            $
            794**LIABILITIES
                & STOCKHOLDERS' EQUITY****Current
                liabilities**Accrued
                payables
            
            $
            20,130Related
                party
                payables
            
            
            70,200Notes
                payable - related party
            
            
            13,000**Total
                current liabilties**
            
            
            103,330**Total
                Liabilities**
            
            
            103,330**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;5,641,041
                shares issued and outstanding
            
            
            5,641Additional
                paid in capital
            
            
            571,101Deficit
                accumulated during the development stage
            
            
            (679,278
            )**Total
                Stockholders' Equity**
            
            
            (102,536
            )**Total
                Liabilities and Stockholders' Equity**
            
            $
            794








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**
            
            **Nine
                Months**
            
            **Nine
                Months**
            
            **Dev.
                Stage)****Ended**
            
            **Ended**
            
            **Ended**
            
            **Ended**
            
            **Through****Mar.
                31, 2006**
            
            **Mar.
                31, 2007**
            
            **Mar.
                31, 2006**
            
            **Mar.
                31, 2007**
            
            **Mar.
                31, 2007**Revenue
            
            $
            -
            
            $
            10,000
            
            $
            -
            
            $
            10,000
            
            $
            10,000Operating
                expenses:Depreciation
            
            
            56
            
            
            56
            
            
            168
            
            
            168
            
            
            564Research
                and
                development
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            307General
                and
                administrative
            
            
            51,893
            
            
            36,862
            
            
            131,717
            
            
            136,620
            
            
            671,884Write-offs
            
            
            
            
            
            
            
            
            10,621
            
            
            
            
            
            10,62151,949
            
            
            36,918
            
            
            142,506
            
            
            136,788
            
            
            683,376Income
                (loss) from operations
            
            
            (51,949
            )
            
            (26,918
            )
            
            (142,506
            )
            
            (126,788
            )
            
            (673,376
            )Other
                income (expense):Interest
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            621Interest
                expense
            
            
            (840
            )
            
            (568
            )
            
            (1,963
            )
            
            (1,812
            )
            
            (6,523
            )(840
            )
            
            (568
            )
            
            (1,963
            )
            
            (1,812
            )
            
            (5,902
            )Income
                (loss) before provisionfor income taxes
            
            
            (52,789
            )
            
            (27,486
            )
            
            (144,469
            )
            
            (128,600
            )
            
            (679,278
            )Provision
                for income tax
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -**Net
                income (loss)**
            
            $
            (52,789
            )
            $
            (27,486
            )
            $
            (144,469
            )
            $
            (128,600
            )
            $
            (679,278
            )**Net
                income (loss) per share**(Basic
                and fully diluted)
            
            $
            (0.01
            )
            $
            (0.00
            )
            $
            (0.03
            )
            $
            (0.02
            )Weighted
                average number ofcommon
                shares outstanding
            
            
            5,267,000
            
            
            5,641,041
            
            
            5,179,556
            
            
            5,641,041







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****Nine
                Months**
            
            **Nine
                Months**
            
            **Dev.
                Stage)****Ended**
            
            **Ended**
            
            **Through****Mar.
                31, 2006**
            
            **Mar.
                31, 2007**
            
            **Mar.
                31, 2007****Cash
                Flows From Operating Activities:**Net
                income (loss)
            
            $
            (144,469
            )
            $
            (128,600
            )
            $
            (679,278
            )Adjustments
                to
                reconcile net loss tonet
                cash provided by (used for)operating
                activities:Depreciation
            
            
            168
            
            
            168
            
            
            564Accrued
                payables
            
            
            4,098
            
            
            12,581
            
            
            61,156Receivables
            
            
            
            
            
            
            
            
            (621
            )Related
                party
                payables
            
            
            (6,526
            )
            
            34,153
            
            
            29,174Write-offs
            
            
            10,621
            
            
            
            
            
            10,621Compensatory
                stock issuances
            
            
            
            
            
            13,501
            
            
            13,851**Net
                cash provided by (used for)****operating
                activities**
            
            
            (136,108
            )
            
            (68,197
            )
            
            (564,533
            )**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)








**Oct.
                14, 2003****(Inception
                of****Nine
                Months**
            
            **Nine
                Months**
            
            **Dev.
                Stage)****Ended**
            
            **Ended**
            
            **Through****Mar.
                31, 2006**
            
            **Mar.
                31, 2007**
            
            **Mar.
                31, 2007****Cash
                Flows From Financing Activities:**Notes
                payable related party - borrowings
            
            
            20,000
            
            
            
            
            
            60,000Notes
                payable related party - payments
            
            
            
            
            
            
            
            
            (47,000
            )Sales
                of common stock
            
            
            121,500
            
            
            43,000
            
            
            552,891Option
                issuance
            
            
            
            
            
            
            
            
            10,000**Net
                cash provided by (used for)****financing
                activities**
            
            
            141,500
            
            
            43,000
            
            
            575,891**Net
                Increase (Decrease) In Cash**
            
            
            5,392
            
            
            (25,197
            )
            
            238**Cash
                At The Beginning Of The Period**
            
            
            2,124
            
            
            25,435
            
            
            -**Cash
                At The End Of The Period**
            
            $
            7,516
            
            $
            238
            
            $
            238Schedule
                Of Non-Cash Investing And Financing ActivitiesIn
                2006 the Company issued 500,000 shares of common stock for assets
                recorded
                at $0.Supplemental
                DisclosureCash
                paid for interest
            
            $
            789
            
            $
            1,032
            
            $
            4,090Cash
                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 March 31, 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 $27,486 for the fiscal quarter ended March 31, 2007,
          $128,600 for the nine months ended March 31, 2007 and a total of
          $679,278 from inception through March 31,2007. At March 31,2007, we
          reported a stockholders’ deficit of $102,536. 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:
 
 ཉ
                our
                    ability to locate projects which will use our licensed technology;
                    and
 
 ཉ
                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 year ending December 31, 2007. 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 December 31, 2006, we owed our our shareholder , Pinnacle
          Resources,Inc *.* ,
          $36,047
          including accrued interest. Repayment of our debt to our shareholder ,
          Pinnacle
          Resources,Inc, which accrues interest at 8% per annum, is unsecured. Principal
          and interest on our debt to Pinnacle Resources,Inc. is currently due. If
          our
          shareholder , Pinnacle Resources, Inc demands payment and we default, we
          could
          be unable to continue as a viable business..
 
 ***Our
          biomass-to syngas -technology is unproven on a large-scale commercial basis
          and
          could fail to perform in a commercial production environment.***
 
 Technologies
          for production of syngas from biomass are still in a development stage.
          The
          technologies which we are pursuing for syngas production from biomass have
          never
          been utilized on a large-scale commercial basis. All of the tests which
          we have
          conducted to date with respect to our biomass technologies, have been
          performed on limited quantities of feedstocks, and we cannot assure you
          that the
          same or similar results could be obtained at competitive costs on a large-scale
          commercial basis. We have never utilized these biomass technologies under
          the
          conditions or in the volumes that will be required to be profitable and
          cannot
          predict all of the difficulties that may arise. It is possible that the
          technologies, when used, may require further research, development, design
          and
          testing prior to implementation of a larger-scale commercial application.
          Accordingly, we cannot assure you that these technologies will perform
          successfully on a large-scale commercial basis or that they will be profitable
          to us.
 
 *-
                11
                -*
 
  ***We
          will need to raise additional funds in order to achieve our business
          objectives.***
 
 As
          of  March 31, 2007, we had cash of $238 . 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.
  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., 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.
 
 
 *-
                12
                -*
 
 ***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.
  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.
 
 
 *-
                13
                -*
 
 ***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.
  ***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.***
 
 
 *-
                14
                -*
 
 ***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.
  *-
                15
                -*
 ***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 May 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
          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.
 
 *-
                16
                -*
 
 
  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 January 1,
          2007,
          the high and low bid or sales price for our common stock has been $1.80 and
          $0.50 per share, respectively. Factors which could affect the market price
          of
          our common stock include the following:
  ཉ
                our
                    inability to manufacture syngas as efficiently as we expect due
                    to factors
                    related to costs and supply of feedstocks, energy or
                    water,
  ཉ
                market
                    factors affecting the demand for syngas such as price, competition
                    and
                    general economic conditions,
  ཉ
                discontinuation
                    or limitations on state and federal alternative energy
                    subsidies,
  ཉ
                negative
                    public sentiment toward alternative energy production and use,
                    and
  ཉ
                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.
  
 *-
                17
                -*
 
 ***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
          5,641,041 shares were issued and outstanding as of January 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 January 1, 2007, 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 January 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 December 31, 2005, 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.
 
 *-
                18
                -*
 
 
  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.
  ***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.
 
 *-
                19
                -*
 
 
 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.
  
 *-
                20
                -*
 
 The
          gasification process converts any carbon-containing material into a synthesis
          gas composed primarily of carbon monoxide, hydrogen and methane, which
          can be
          used as a fuel to generate electricity when combined with a steam engine
          or
          generator unit or used as a basic chemical building block for a large number
          of
          applications in the automotive fuels, petrochemical and refining industries.
          Steam reforming gasification is a form of thermal decomposition in an
          environment with limited or no oxygen. The concept is that material is
          indirectly heated to very high temperatures, for example, 800degrees C,
          at which
          point organic material decomposes into gases, “Syngas”, such as H2, CO, CO2,
          CH4, and ash that may contain useful minerals. The product gas is separated
          from
          the mineral ash using cyclones and gas cleaners. The product gas has a
          combustion value similar to low grade natural gas and can be used to fuel
          a
          generator or micro-turbine for the production of electricity. A benefit
          of this
          process is that any bio-active compound, such as dioxins, furans, or viruses,
          will be destroyed. The other process is to catalytically recombine these
          gases
          to produce products such as methanol or ethanol. This is achieved by compressing
          the gases and injecting them at high temperature into a matrix of molybdenum
          sulfide for the production of methanol into iron silicon dioxide for the
          production of ethanol. The fuels that are produced can be stored and
          transported. Gasification adds value to low or negative-value feedstock
          by
          converting them to marketable gases, fuels and chemical products. If the
          syngas
          is to be used to produce electricity, it is typically used as a fuel in
          reciprocating engine generator sets. Waste heat from the engine or the
          syngas
          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.
 
 
 *-
                21
                -*
 
 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:
  ཉ
                Develop
                    production capacity using our licensed technology;ཉ
                Acquire
                    dormant industrial facilities with adaptable infrastructure for
                    conversion
                    to alternative energy production;ཉ
                Adopt
                    a flexible feedstock approach to plant development enabling use
                    of various
                    feedstocks, where applicable;ཉ
                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;
                    andཉ
                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 $27,486 for the three months ended March 31, 2007
          compared to a net loss of $52,789 for the three months ended March 31,
          2006. We
          incurred a net loss of $128,600 for the nine months ended March 31, 2007
          compared to a net loss of $144,469 for the nine months ended March 31,
          2006. We
          incurred a net loss of $679,278 from inception through March 31, 2007.
 
 The
          net
          loss for the three months ended March 31, 2007 and for the three months
          ended
          March 31, 2006 results primarily from 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
          $10,000 in revenue for the three months ended March 31, 2007. Otherwise,
          we have
          had no revenue since inception, including for the three months ended March
          31,
          2007.
 
 **Operating
          Expenses.** We
          incurred operating expenses of $36,918 for the three months ended March
          31, 2007
          compared to operating expenses of $51,949 for the three months ended March
          31,
          2006. We incurred operating expenses of $136,788 for the nine months ended
          March
          31, 2007 compared to operating expenses of $142,506 for the nine months
          ended
          March 31, 2006. We incurred operating expenses of $683,376 from inception
          through March 31, 2007.
 
 *-
                22
                -*
 
 
 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 March
          31,
          2007.
 
 **Research
          and Development.** Research
          and development expenses have been negligible since inception.
 
 **Liquidity
          and Capital Resources**
  As
          of
          March 31, 2007, we had cash totaling $238.
 
 For
          the
          nine months ended March 31, 2007, we had net cash of $68,197 used for operating
          activities, compared to $136,108 for the nine months ended March 31, 2006.
          From
          inception through March 31, 2007, we had net cash of $564,533 used for
          operating
          activities.
 
 
 For
          the
          nine months ended March 31, 2007, we had net cash of $43,000 provided by
          financing activities, compared to $141,500 for the nine months ended March
          31,
          2006. From inception through March 31, 2007, we had net cash of $575,891
          provided by financing activities. Most of the financing came from the sale
          of
          common stock.
 
 We
          do not
          anticipate significant capital expenditures and investments over the next
          12
          months. We are continuing to evaluate several opportunities to construct
          new
          syngas facilities. We do not plan to use any of our current cash to fund
          these
          site acquisitions. We will use additional loans from Pinnacle Resources
          and cash
          on hand to fund corporate overhead.
  We
          are
          currently in discussions with several intermediaries, advisors and investors
          to
          structure and raise the funds to optimally finance various potential projects.
          We are evaluating debt and equity placements at the corporate level as
          well as
          project specific capital opportunities. At the present time, except for
          Pinnacle
          Resources, Inc,, we have no commitments for any additional financing, and
          there
          can be no assurance that, if needed, additional capital will be available
          to use
          on commercially acceptable terms or at all. Our failure to raise capital
          as
          needed would significantly restrict our growth and hinder out ability to
          compete. We may need to curtail expenses, reduce investments in technology
          and
          research and development and 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.
  
 *-
                23
                -*
 
 **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.
 
 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
          May
          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.
 
 *-
                24
                -*
 
 
 
 **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.
 
 
 **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
 
 
 
 *-
                25
                -*
 
 **ITEM
          6. EXHIBITS AND REPORTS ON FORM 8-K**
 
 Exhibits
  3.1*
                  Articles
                      of Incorporation3.2*
                  Bylaws21
                      *
                  List
                      of Subsidiaries.31.1
                  Certification
                      of CEO pursuant to Sec. 30231.2
                  Certification
                    of CFO pursuant to Sec. 30232.1
                  Certification
                      of CEO pursuant to Sec. 90632.2
                  Certification
                    of CFO pursuant to Sec. 906
  *
          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 March
          31,
          2007.
 
  *-
                26
                -*
 
 **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:
                    May 14, 2007
                By:
                /s/
                    Dennis C. MurphyDennis
                    C. Murphy,Chief
                    Executive Officer and President
                  (principal
                    executive officer)
   Date:
                    May 14, 2007
                By:
                /s/
                    Robert A. HildebrandRobert
                    A. Hildebrand,Chief
                    Financial Officer
                  (principal
                    financial and accounting officer)
  
 *-
                27
                -*