UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q





(Mark One)





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2011





or





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





For the transition period from __________________ to __________________________Commission file number: 000-54395





GREEN ENVIROTECH HOLDINGS CORP.(Exact name of registrant as specified in its charter)





DELAWARE

32-0218005(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





PO Box 692 5300 Claus Road

Riverbank, CA

95367(Address of principal executive offices)

(Zip Code)





(209) 863-9000(Registrant's telephone number, including area code)





N/A(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.





Yes xNo o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes oNo o





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





Large accelerated filer o

Accelerated filer oNon-accelerated filer o

(Do not check if smaller reporting company)

Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)





Yes oNo x





Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date, 66,797,447 shares of common stock are issued and outstanding as of May 5, 2011.




1





TABLE OF CONTENTS


PART I. - FINANCIAL INFORMATIONPage No.Item 1.

Financial Statements.

F - 1Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010

F - 2Condensed Consolidated Statements of Income and Comprehensive Income for the Three  Months Ended  March 31, 2011 and 2010 (Unaudited)

F - 3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010 (Unaudited)

F - 5Notes to Unaudited Condensed Consolidated Financial Statements

F - 6Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

4Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

11Item 4T

Controls and Procedures.

11PART II - OTHER INFORMATIONItem 1.

Legal Proceedings.

12Item 1A.

Risk Factors.

12Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

12Item 3.

Defaults Upon Senior Securities.

12Item 4.

(Removed and Reserved)

12Item 5.

Other Information.

12Item 6.

Exhibits.

12








2





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION








Statements in this quarterly report on Form 10-Q may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this quarterly report on Form 10-Q, including the risks described under  “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report on Form 10-Q and in other documents which we file with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to our ability to raise any financing which we may require for our operations, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and, except as may be required under applicable securities laws, we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this quarterly report on Form 10-Q.











3








PART 1. - FINANCIAL INFORMATION





Item 1. Financial Statements.


GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  Condensed Consolidated Financial Statements:Report of Independent Registered Public Accounting FirmCondensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
F - 2Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) For the Three Months Ended March 31, 2011 and 2010 and Period October 6, 2008 (Inception) through March 31, 2011
F - 3Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Three Months Ended March 31, 2011(Unaudited) and the Year Ended December 31, 2010
F - 4Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2011 and 2010 and Period October 6, 2008 (Inception) through March 31, 2011
F - 5Notes to Condensed Consolidated Financial Statements
F - 6
  F - 1




GREEN ENVIROTECH HOLDINGS CORP.(FORMERLY WOLFE CREEK MINING, INC.)(A DEVELOPMENT STAGE COMPANY)CONDENSED CONSOLIDATED BALANCE SHEETS(IN US$)(Unaudited)March 31,


December 31,2011


2010ASSETSCURRENT ASSETSCash

$
76,300


$
26,184Accounts receivable


387,048



-Inventory


1,316,313



15,496Other current assets


139,596



5,000Total current assets


1,919,257



46,680Fixed AssetsPlant Equipment


1,861,084



120,000Construction in  progress


113,929



113,9291,975,013



233,929Other Assets:Deposits


510,959



263,990Goodwill


5,148,377



-5,659,336



263,990TOTAL ASSETS

$
9,553,606


$
544,599LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued expenses

$
2,025,120


$
528,914Secured debentures payable, net of discount of $82,624 and $0, respectively


297,376



330,000Loan payable - other


814,500



372,500Current portion of loan payable - bank


277,710



-Loan payable - acquisition


700,000



-Loan payable - related party


311,296



304,696Total current liabilities


4,426,002



1,536,110LONG TERM  LIABILITIESLoan payable - bank, net of current portion


1,175,597



-TOTAL LIABILITIES


5,601,599



1,536,110STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock, $0.001 par value, 25,000,000 shares authorized,1,000,000  and 0 shares issued and outstanding


1,000



-Common stock, $0.001 par value, 250,000,000 shares authorized,63,832,008 and  63,516,758 shares issued and outstanding


63,832



63,517Additional paid in capital


8,333,068



3,130,753Additional paid in capital - warrants


141,362



-Deficit accumulated during the development stage


(4,588,092
)


(4,185,781
)Accumulated other comprehensive income


837



-Total stockholders' equity (deficit)


3,952,007



(991,511
)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$
9,553,606


$
544,599The accompanying notes are an integral part of these condensed consolidated financial statements.







F - 2




GREEN ENVIROTECH HOLDINGS CORP.(FORMERLY WOLFE CREEK MINING, INC.)(A DEVELOPMENT STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ANDCOMPREHENSIVE LOSS (UNAUDITED)FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 ANDFOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH MARCH 31, 2011IN US$OCTOBER 6, 2008(INCEPTION)THREE MONTHS


THREE MONTHS


THROUGHMARCH 31, 2011


MARCH 31, 2010


MARCH 31, 2011REVENUE

$
34,505


$
-


$
34,505COST OF REVENUES


11,759



-



17,061GROSS PROFIT


22,746



-



17,444OPERATING EXPENSESWages and professional fees


205,505



347,626



1,464,229Professional fees - common stock issued and warrants issued


116,992



-



2,303,009General and administrative


39,022



10,439



492,662Total operating expenses


361,519



358,065



4,259,900NON-OPERATING EXPENSESAmortization of debt discount


40,496



-



40,496Interest expense


23,042



11,293



76,938Total non-operating expenses


63,538



11,293



117,434NET (LOSS)

$
(402,311
)

$
(369,358
)

$
(4,359,890
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING


63,559,219



59,999,895



61,232,130NET (LOSS) PER SHARE

$
(0.01
)

$
(0.01
)

$
(0.07
)STATEMENT OF COMPREHENSIVE LOSSNet loss

$
(402,311
)

$
(369,358
)

$
(4,359,890
)Currency translation


837



-



837Total Comprehensive Loss

$
(401,474
)

$
(369,358
)

$
(4,359,053
)The accompanying notes are an integral part of these condensed consolidated financial statements.





F - 3




GREEN ENVIROTECH HOLDINGS CORP.(FORMERLY WOLFE CREEK MINING, INC.)(A DEVELOPMENT STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND THE YEAR ENDED DECEMBER 31, 2010(UNAUDITED)IN US$DeficitAdditional


Accumulated


AccumulatedAdditional


Paid-In


During the


OtherPreferred Stock


Common Stock


Paid-In


Capital -


Development


ComprehensiveShares


Amount


Shares


Amount


Capital


Warrants


Stage


Income


TotalBalance - June 26, 2007 (Inception of Wolfe

Creek Mining, Inc.)


-


$
-



-


$
-


$
-


$
-


$
-


$
-


$
-Common shares issued to founders for cash


-



-



44,999,895



45,000



(30,000
)


-



-







15,000Net loss for the period


-



-



-



-



-



-



(9,105
)






(9,105
)Balance - December 31, 2007


-



-



44,999,895



45,000



(30,000
)


-



(9,105
)


-



5,895Common shares issued for cash


-



-



15,000,000



15,000



10,000



-



-







25,000Net loss for the year


-



-



-



-



-



-



(19,608
)






(19,608
)Balance - December 31, 2008


-



-



59,999,895



60,000



(20,000
)


-



(28,713
)


-



11,287Net loss for the period January 1, 2009 through November 20, 2009 - date of merger with Green EnviroTech Corp.


-



-



-



-



-



-



(9,845
)






(9,845
)Net effect of recapitalization with GreenEnviroTech Corp. including repurchase and subsequent cancellation of shares and issuance of new shares


-



-



-



-



(208,202
)


-



(310,350
)






(518,552
)To reclassify negative paid in capital to retained earnings


-



-



-



-



228,202



-



(228,202
)






-Net loss for the period November 21, 2009 through December 31, 2009


-



-



-



-



-



-



(347,179
)






(347,179
)Balance - December 31, 2009


-



-



59,999,895



60,000



-



-



(924,289
)


-



(864,289
)Common shares issued to consultants and officers


-



-



2,510,375



2,511



2,125,271



-



-







2,127,782Conversion of notes payable  to common stock


-



-



1,006,488



1,006



1,005,482



-



-







1,006,488Net loss for the year ended December 31, 2010


-



-



-



-



-



-



(3,261,492
)






(3,261,492
)Balance - December 31, 2010


-



-



63,516,758



63,517



3,130,753



-



(4,185,781
)


-



(991,511
)Issued Preferred Stock in purchase Magic Bright


1,000,000



1,000



-



-



4,999,000



-



-



-



5,000,000Issued Common Stock in purchase of Magic Bright


-



-



184,000



184



104,696



-



-



-



104,880Common shares issued to consultants for fees


-



-



131,250



131



98,619



-



-



-



98,750Warrants issued to secured debenutre holders


-



-



-



-



-



123,120



-



-



123,120Warrants issued to brokers


-



-



-



-



-



18,242



-



-



18,242Net loss for three months ended March 31, 2011


-



-



-



-



-



-



(402,311
)


-



(402,311
)Other comprehensive income for three months ended March 31, 2011


-



-



-



-



-



-



-



837



837Balance - March 31, 2011


1,000,000


$
1,000



63,832,008


$
63,832


$
8,333,068


$
141,362


$
(4,588,092
)

$
837


$
3,952,007The accompanying notes are an integral part of these condensed consolidated financial statements.





F - 4





GREEN ENVIROTECH HOLDINGS CORP.(FORMERLY WOLFE CREEK MINING, INC.)(A DEVELOPMENT STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 ANDFOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH MARCH 31, 2011IN US$(Unaudited)OCTOBER 6, 2008THREE MONTHS


THREE MONTHS


(INCEPTION)ENDED


ENDED


THROUGHMarch 31, 2011


March 31, 2010


March 31, 2011CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss)

$
(402,311
)

$
(369,358
)

$
(4,359,890
)Adjustments to reconcile net (loss)to net cash used in operating activities:Common stock issued for services, net of cancelations


98,750



-



2,284,767Warrants issued as loan fees to brolers


18,242



-



18,242Amortization of debt discount


40,496



-



40,496Cash received in acquisition of Magic Bright


54,378







54,378Change in assets and liabilities(Increase) in accounts receivable


(19,689
)


-



(19,689
)(Increase) in inventory


(6,566
)


-



(22,062
)(Increase) in deposits and other current assets


(2,729
)


-



(271,719
)Increase in accounts payable and accrued expenses


70,899



208,171



601,924Total adjustments


253,781



208,171



2,686,337Net cash (used in) operating activities


(148,530
)


(161,187
)


(1,673,553
)CASH FLOWS FROM INVESTING ACTIVITIES:Expenditures related to purchase of equipment for Riverbank plant


-



-



(120,000
)Expenditures related to construction of building


-



-



(113,929
)Cash paid for acquisition of Magic Bright


(300,000
)


-



(300,000
)Net cash (used in) investing activities


(300,000
)


-



(533,929
)CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of stock for cash


-



-



30,000Proceeds received from loan payable - related party


6,600



321,316



1,211,656Proceeds received from loan payable - other


442,000



235,000



1,118,063Proceeds received from secured debentures


50,000



-



380,000Payments on loan payable - related party


-



-



(145,983
)Payments on loan payable - other


-



(200,000
)


(310,000
)Net cash provided by financing activities


498,600



356,316



2,283,736Effect of foreign currencies on cash


46







46NET INCREASE IN CASH AND CASH EQUIVALENTS


50,116



195,129



76,300CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD


26,184



23



-CASH AND CASH EQUIVALENTS - END OF PERIOD

$
76,300


$
195,152


$
76,300SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid during the period for:Interest

$
-


$
5,960


$
40,026NON-CASH SUPPLEMENTAL INFORMATION:Stock issued for services

$
98,750


$
-


$
2,284,767Payment of common shares by third party

$
-


$
-


$
256,437Conversion of loans payable for common stock

$
-


$
-


$
1,006,488Acquisition of Magic Bright for cash, debt and stock:Acquired assets and liabilities:Cash

$
54,378


$
-


$
54,378Accounts receivable


367,038



-



367,038Inventory


1,293,118



-



1,293,118Prepaid expenses and other current assets


378,504



-



378,504Fixed assets


1,739,560



-



1,739,560Goodwill


5,148,377



-



5,148,377Accounts payable and accrued expenses


(1,410,137
)


-



(1,410,137
)Deferred tax liability


(13,923
)


-



(13,923
)Long-term debt


(1,452,035
)


-



(1,452,035
)6,104,880



-



6,104,880Consideration for acquisition:Loan payable - acquisition


700,000



-



700,000Preferred stock


5,000,000



-



5,000,000Common stock


104,880



-



104,8805,804,880



-



5,804,880Cash paid for acquisition of Magic Bright\

$
300,000


$
-


$
300,000The accompanying notes are an integral part of these condensed consolidated financial statements.











F - 5


GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)


NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
 The unaudited financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes.  Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these financial statements be read in conjunction with the December 31, 2010 Form 10-K filed with the SEC, including the audited financial statements and the accompanying notes thereto.  While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.
 
 These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
 
 Green EnviroTech Holdings Corp. (the “Company”) was incorporated on June 26, 2007 under the name Wolfe Creek Mining, Inc. under the laws of the State of Delaware. The Company up until November 20, 2009 was primarily engaged in the acquisition and exploration of mining properties.
 
 On November 20, 2009, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Green EnviroTech Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Subsidiary”) and Green EnviroTech Corp., a Nevada corporation (“Green EnviroTech”).
 
 On October 6, 2008, Green EnviroTech (formerly EnviroPlastics Corp) was incorporated in the State of Nevada.
 
 The Company is a plastics recovery, separation, cleaning, and recycling company, with the intent to supply recycled commercial plastics to industries such as the automotive and consumer products industries, and it plans to construct large-scale plastics recycling facilities near automotive shredder locations nationwide. Operating in conjunction with large national recycling partners, the Company using a patent pending process developed in conjunction with Thar Process, Inc. will produce recycled commercial grade plastics ready to be re-introduced into commerce. Additionally, the Company will convert waste and scrap plastic into high-value energy products, including synthetic oil.
 
 F - 6
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
 
 Pursuant to the Merger Agreement, on November 20, 2009 (the “Closing Date”), the Subsidiary merged with and into Green EnviroTech resulting in Green EnviroTech becoming a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company issued 45,000,000 shares of its common stock (the “Acquisition Shares”) to the shareholders of Green EnviroTech, representing 75% of the issued and outstanding common stock following the closing of the Merger. The outstanding shares of Green EnviroTech were cancelled.
 
 In October 2009, Kristen Paul, the owner of 44,999,895 shares of the Company’s common stock sold her shares to Green EnviroTech Corp. These shares were cancelled. With the
 
 cancellation of those shares, Kristen Paul resigned as the sole officer and director and was replaced by former officers of Green EnviroTech.
 
 The transaction was recorded as a reverse merger, and the historical financial information is that of Green EnviroTech Corp.
 
 On December 12, 2009, Green EnviroTech entered into an (i) equipment purchase and installation agreement (the “Purchase Agreement”) with Agilyx (formally Plas2Fuel) Corporation (“Agilyx (formally Plas2Fuel)”), (ii) oil marketing and distribution agreement with Agilyx (formally Plas2Fuel) (the “Oil Marketing Agreement”), and (iii) license agreement with Agilyx (formally Plas2Fuel) (the “License Agreement”).  Plas2Fuel Corporation changed its name to Agilyx Corporation effective June 8, 2010.
 
 All agreements and contracts negotiated as Plas2Fuel Corporation are still in full force and will be honored by Agilyx Corporation.
 
 Pursuant to the Purchase Agreement, Green EnviroTech agreed to purchase, and Agilyx (formally Plas2Fuel) agreed to sell and install, a twelve vessel waste plastic to oil recycling system (the “System”), for a purchase price of $5,595,645. Green EnviroTech agreed to pay the purchase price over five installments.  On December 31, 2009, Agilyx (formally Plas2Fuel) issued a waiver to Green EnviroTech leaving it to the discretion of Green EnviroTech to implement the first installment due date before the equipment would be shipped.  As of March 31, 2011, the first installment date had not been determined.
 
 Pursuant to the Oil Marketing Agreement, Green EnviroTech agreed to provide to Agilyx (formally Plas2Fuel), on an exclusive basis, the crude oil generated by the System, meeting the specifications set forth in the Oil Marketing Agreement, and Agilyx (formally Plas2Fuel) agreed to broker the oil for sale to third parties, for a commission of 10%. The Oil Marketing Agreement has a term of five years commencing on December 12, 2009, which will renew automatically for successive one year terms unless either party provides written notice at least 90 days prior to such renewal.
 
 
 
 F - 7
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
 
 Pursuant to the License Agreement, Agilyx (formally Plas2Fuel) agreed to grant Green EnviroTech a limited license to use Agilyx (formally Plas2Fuel)’s proprietary technology and information in connection with operation of the System at Green EnviroTech’s facilities, for a license fee of 10% of Net Oil Revenue. On May 18, 2010, the License Agreement was amended to give Green EnviroTech an exclusive provisional right to the Auto Shredder Residue (“ASR”) market within North America. The right expires on January 1, 2021. Agilyx (formally Plas2Fuel) excluded producers they are servicing on Exhibit A which indicated “none”.  The exclusive right is contingent upon the Company purchasing from Agilyx (formally Plas2Fuel) and paying in full for Plastic Reclamation Units on a prearranged schedule as follows:
 
 a)
Twelve (12) Plastic Reclamation Units (“PRU’s”) between January 1, 2010 and December 31, 2010; (As of March 31, 2011, no units had been ordered.  Even though no units have been ordered as set forth in the agreement, Agilyx still recognizes the Company as having exclusive rights with no liability to Agilyx until the first order. The Company expects to order their first units by the end of June 2011.)
 b)
Twenty (20) PRU’s between January 1, 2011 and December 31, 2011; and
 c)
Forty (40) PRU’s between January 1, 2012 and December 31, 2012; and
 d)
Forty (40) PRU’s between January 1, 2013 and December 31, 2013; and
 e)
Forty (40) PRU’s between January 1, 2014 and December 31, 2014; and
 f)
Forty (40) PRU’s between January 1, 2015 and December 31, 2015; and
 g)
Forty (40) PRU’s between January 1, 2016 and December 31, 2016; and
 h)
Forty (40) PRU’s between January 1, 2017 and December 31, 2017; and
 i)
Forty (40) PRU’s between January 1, 2018 and December 31, 2018; and
 j)
Forty (40) PRU’s between January 1, 2019 and December 31, 2019; and
 k)
Forty (40) PRU’s between January 1, 2020 and December 31, 2020.
 
 On December 4, 2009, the Company formed Green EnviroTech Wisconsin, Inc., (“GET WISC”) a Wisconsin Corporation in anticipation of opening a plant in Wisconsin. As of March 31, 2011, the Company is in discussions regarding the construction of a plant in Wisconsin, however, the original location in Fond de Lac, was abandoned as the lot was not large enough to facilitate a railroad spur, which would be needed.
 
 On August 9, 2010, the Company formed Green EnviroTech Riverbank, Inc., (“GETRB”) a California Corporation in anticipation of opening a plant in Riverbank, CA.  The Company is currently leasing space in Riverbank, CA and anticipates operations to commence in the fourth quarter of 2011.
 
 On March 30, 2011, the Company acquired Magic Bright Limited (“Magic Bright”), a Hong Kong Corporation.  Magic Bright is a plastics brokerage company brokering waste plastic in Europe and Asia.
 
 
 F - 8
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
 
 Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.
 
 Going Concern
 
 These condensed consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company acquired Magic Bright Limited (“Magic Bright”), a Hong Kong Corporation, on March 30, 2011.  Magic Bright is a plastics brokerage company brokering waste plastic in Europe and Asia.   The Company generated revenues for the first time since inception as a result of the Magic Bright acquisition.  The Company recorded only one day of revenue in the amount of $34,505 from Magic Bright to coincide with the date of acquisition.   The Company  generated losses totaling $402,311 and $369,358 for the three months ended March 31, 2011 and 2010 and for the period October 6, 2008 (Inception) through March 31, 2011 of $4,359,890 and needs to raise additional funds to carry out their business plan. The Company has raised debt financing of $1,194,500 from non-related third parties through March 31, 2011 and $311,296 from the Company’s CEO through March 31, 2011.The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, and the ability of the Company to obtain necessary equity financing to continue and expand operations.
 
 The Company has had very little operating history to date. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.
 
 F - 9
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
 
 Going Concern(Continued)
 
 Besides generating revenues from proposed operations, the Company may need to raise additional funds to expand operations to the point at which the Company can achieve profitability. The terms of new debt or equity that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company’s officers and directors may need to contribute additional funds to sustain operations.
 
 In February of 2011, the Company retained the services of the Strategic Tactical Asset Trading LLC. to handle its investor relations program and to communicate the Company’s business and growth strategy to the investment community.
 
 The Company entered into a twelve (12) month agreement with AME Holdings Group, LLC (Consultant) on March 3, 2011 wherein Consultant will provide consulting services designed to assist Company in growing its business through mergers, acquisitions, debt financing, structured finance, strategic capital assistance and/or other legal means.
 
 NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Development Stage Company
 
 The Company is considered to be in the development stage as defined in ASC 915, “Accounting and Reporting by Development Stage Enterprises”. The Company has devoted substantially all of its efforts to the corporate formation and the raising of capital. With the acquisition of Magic Bright, the Company anticipates emerging from the development stage in the second fiscal quarter of 2011.
 
 Use of Estimates
 
 The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
 
 
 
 
 
 
 
 
 F - 10
 
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Currency Translation
 
 The Company’s subsidiary, Magic Bright Limited acquired on March 30, 2011, is located in Hong Kong and certain accounts of the Company are reflected in currencies other than the U.S. dollar. The Company translates income and expense amounts at average exchange rates for the year, translates assets and liabilities at year-end exchange rates and equity at historical rates for currencies in the Hong Kong dollar. The Company’s functional currency is the Hong Kong dollar, while the Company reports its currency in the US dollar. The Company records these translation adjustments as accumulated other comprehensive income (loss). For the three months ended March 31, 2011 and 2010, the Company recorded approximately $837 and $0 in translation income, respectively. Gains and losses from foreign currency transactions are included in other income (expense) in the results of operations.
 
 Comprehensive Income (Loss)
 
 The Company adopted ASC 220-10, “Reporting Comprehensive Income.” ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.
 
 Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.
 
 Cash and Cash Equivalents
 
 The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
 
 The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.
 
 Fixed Assets
 
 Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred. The Company through March 31, 2011, incurred some engineering and design costs on a facility they are planning to build or purchase to refurbish. All of these costs are non-depreciable until the facility is in service.
 
 
 F - 11
 
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)
 
 Recoverability of Long-Lived Assets
 
 The Company reviews long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.
 
 Fair Value of Financial Instruments
 
 The carrying amount reported in the condensed consolidated balance sheets for cash and cash equivalents, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.
 
 Income Taxes
 
 The Company accounts for income taxes utilizing the liability method of accounting.  Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
 
 Revenue Recognition
 
 The Company will generate revenue from sales as follows:
 
 1)
Persuasive evidence of an arrangement exists;
 2)
Delivery has occurred or services have been rendered;
 3)
The seller’s price to the buyer is fixed or determinable, and
 4)
Collectable is reasonably assured.
 
 The Company anticipates that the plastics that are recovered will be their main source of revenue, with the automotive parts manufacturers being the primary market. However, the use of the Company’s recycled materials is not limited to just automotive parts, therefore the Company will market numerous other industries both domestically and internationally.
 
 In addition, the Company believes that they will generate revenue from joint ventures with companies in the waste oil and waste plastics recycling businesses, including royalties generated by the sale of synthetic oil products developed by the joint venture partners.
 
 F - 12
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 (Loss) Per Share of Common Stock
 
 Basic net loss per common share is computed using the weighted average number of common shares outstanding.  Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.  Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS:
 
 March 31,


March 31,2011


2010Net loss

$
(402,311
)

$
(369,358
)Weighted-average common sharesoutstanding (Basic)


63,559,219



59,999,895Weighted-average common stockEquivalentsStock options


-



-Warrants


-



-Weighted-average common sharesoutstanding (Diluted)


63,559,219



59,999,895
 
 Inventory
 
 Inventory is valued at the lower of cost (on a first-in, first-out (FIFO) basis) or market. Inventory of $1,316,313 as of March 31, 2011 consists of the plastic raw materials that are awaiting conversion. Magic Bright Limited inventory was $1,300,817 and Green EnviroTech Riverbank, Inc. (GETRB) inventory was $15,496.  GETRB inventory has been accumulated in anticipation of opening the Riverbank facility.  There has been no reserve for obsolescence of inventory and inventory is only removed upon use. The Company includes in its Cost of Revenues its costs of materials as well as other direct costs in the delivery of its materials to the warehouse and products to its customers as well as freight and other costs. When the Company commences the conversion process they will also include the work in process inventory and finished goods in its inventory.
 
 
 
 F - 13
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Goodwill and Other Intangible Assets
 
 Impairment of Excess Purchase Price over Net Assets Acquired (Goodwill and Other Long-Term Assets)– The Company determines impairment by comparing the fair value of the goodwill, using the undiscounted cash flow method, with the carrying amount of that goodwill. The Company recognized goodwill in the amount of $5,148,377 as a result of the Magic Bright Limited acquisition on March 30, 2011.  ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually in accordance with ASC 350. ASC 350 also requires that intangible assets with finite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with ASC 360, "Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.”  The Company’s assessment for impairment of assets involves estimating the undiscounted cash flows expected to result from use of the asset and its eventual disposition. An impairment loss
 recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset, and considers year-end the date for its annual impairment testing, unless information during the year becomes available that requires an earlier evaluation of impairment testing.
 
 Uncertainty in Income Taxes
 
 The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and has determined that as of March 31, 2011, no additional accrual for income taxes is necessary.
 
 Recent Issued Accounting Standards
 
 In September 2006, ASC issued 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of ASC 820 is not expected to have a material impact on the condensed consolidated financial statements.
 
 
 
 
 
 F - 14
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Issued Accounting Standards(Continued)
 
 In February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of ASC 320-10, (“ASC 825-10”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.
 
 In December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in Condensed Consolidated Financial Statements. ASC 810-10-65 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.
 
 ASC 810-10-65 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of ASC 810-10-65 will have on the Company’s financial position, results of operations or cash flows.
 
 In December 2007, the Company adopted ASC 805,Business Combinations (“ASC 805”). ASC 805 retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination.
 
 ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  ASC 805 will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  ASC 805 will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.
 
 
 
 
 
 
 
 F - 15
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 2-                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Issued Accounting Standards(Continued)
 
 ASC 805 will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, ASC 805 will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted and the ASC is to be applied prospectively only.  Upon adoption of this ASC, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed.  The adoption of ASC 805 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.
 
 In March 2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging Activities”, (“ASC 815”). ASC 815 requires enhanced disclosures about an entity’s derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that ASC 815 will have an impact on their results of operations or financial position.
 
 Effective April 1, 2009, the Company adopted ASC 855, Subsequent Events (“ASC 855”). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued.
 
 This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition.
 
 In April 2008, the FASB issued ASC 350, “Determination of the Useful Life of Intangible Assets”. The Company adopted ASC 350 on October 1, 2008. The guidance in ASC 350 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe ASC 350 will materially impact their financial position, results of operations or cash flows.
 
 F - 16
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 2-                SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Issued Accounting Standards(Continued)
 
 Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability.
 
 ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.
 
 In January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and Disclosures (Topic 820)- Improving Disclosures about Fair Value Measurements(“ASU 2010-06”). These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require new disclosures of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. These new disclosures are effective beginning with the first interim filing in 2010. The disclosures about the rollforward of information in Level 3 are required for the Company with its first interim filing in 2011. The Company does not believe this standard will impact their financial statements.
 
 In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements”. This update addresses both the interaction of the requirements of Topic 855, “Subsequent Events”, with the SEC’s reporting requirements and the intended breadth of the reissuance disclosures provision
 related to subsequent events (paragraph 855-10-50-4). The amendments in this update have the potential to change reporting by both private and public entities, however, the nature of the change may vary depending on facts and circumstances. Adoption of ASU 2010-09 did not have a material impact on the Company’s consolidated results of operations or financial condition.
 
 Other ASU’s that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.
 
 NOTE 3-
STOCKHOLDERS’ EQUITY (DEFICIT)
 
 Preferred Stock
 
 The Company has 25,000,000 shares of $0.001 par value stock authorized. The Company had not issued preferred stock until March 30, 2011 when they issued 1,000,000 shares of preferred stock to the shareholders of Magic Bright to complete the Magic Bright acquisition.
 
 Common Stock
 
 The Company was established with two classes of stock, common stock – 250,000,000 shares authorized at a par value of $0.001; and preferred stock – 25,000,000 shares authorized at a par value of $0.001.  On June 28, 2010, the Company approved the increase in the authorized common shares from 75,000,000 to 250,000,000.
 
 On October 17, 2007, the Company issued 44,999,895 shares of common stock to one director for cash in the amount of $0.000334 per share for a total of $15,000.
 
 On July 17, 2008, the Company sold 15,000,000 shares of common stock to a group of 26 investors for cash in the amount of $0.001667 per share for a total of $25,000 pursuant to a registration statement on Form S-1 which became effective on April 8, 2008.
 
 In October 2009, Kristen Paul, the owner of 44,999,895 shares of the Company’s common stock sold her shares to Green EnviroTech Corp. These shares were cancelled. With the cancellation of those shares, Kristen Paul resigned as the sole officer and director and was replaced by former officers of Green EnviroTech.
 
 Pursuant to the Merger Agreement, on November 20, 2009 (the “Closing Date”), the Subsidiary merged with and into Green EnviroTech resulting in Green EnviroTech becoming a wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company issued 44,999,895 shares of its common stock (the “Acquisition Shares”) to the shareholders of Green EnviroTech, representing 75% of the issued and outstanding common stock following the closing of the Merger. The outstanding shares of Green EnviroTech were cancelled.
 
 On March 11, 2010, the Company effected a fifteen to 1 forward stock split in the form of a stock dividend. The shares and per share amounts included herein have been reflected retroactive to the stock split.
 
 During the year ended December 31, 2010, the Company issued 2,600,000 shares of common stock with a fair value of $2,195,000 (between $0.65 and $1.00 per share). In addition, the Company issued 1,006,488 shares of common stock to convert loans payable that were outstanding to a related party (754,377) and to a non-related party (252,111). These shares were converted at $1.00 which was the fair value of the stock at the date of conversion. The Company also canceled 89,625 shares of common stock valued at $67,218 to a consultant for services not performed, as the certificate was returned.
 
 
 
 F - 17
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 3-
STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED
 
 Common Stock (Continued)
 
 During the first three months ended March 31, 2011, the Company issued 131,250 shares of common stock with a fair value of $98,750 (100,000 shares valued at $.80 and 31,250 shares valued at $.60) for professional services.  The Company also issued 184,000 shares of common stock with a fair value of $104,880 (valued at $.57 per share) to employees of Magic Bright Limited as a condition for the acquisition of Magic Bright.
 
 As of March 31, 2011, there were 63,832,008 shares issued and outstanding.
 
 Warrants
 
 On January 24, 2011, the Company issued 190,000 warrants to the investors who subscribed to the Secured Debenture financing. These warrants are five-year warrants to purchase an aggregate of 190,000 shares of common stock at an exercise price of $0.40 per share, which may be exercised on a cashless basis.
 
 The value of these warrants was $123,120 at inception which represents the debt discount on the Secured Debentures issued on January 24, 2011. The debt discount will be amortized over the life of the debt which is six months.
 
 In addition, the Company issued 19,000 five-year warrants to the brokers as commission on the Secured Debenture transaction. These warrants carry the same term as the investor warrants. The value of these warrants was $18,242 and were reflected as loan fees in statement of operations for the three months ended March 31, 2 011.
 
 The following is a breakdown of the warrants:
 
 
 Exercise

DateWarrants

Price

Issued

Term190,000

$0.40

1/24/2011

5 years19,000



1/24/2011

5 years209,000
 
 
 F - 18
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 4-
LOAN PAYABLE – RELATED PARTY
 
 The Company had an unsecured, loan payable in the form of a line of credit with their CEO. The CEO had provided a line of credit up to $200,000 at 4% interest per annum to the Company to cover various expenses and working capital infusions until the Company can be funded. This loan was extended from the original due date of December 31, 2009 to December 31, 2010 and the amount was increased from $200,000 to $1,000,000. This loan has been extended again to December 31, 2011.  The CEO has advanced $1,224,856 from inception through March 31, 2011 and the Company repaid $908,860 of these advances.  The Company converted $754,377 of these advances into shares of common stock on May 11, 2010at a $1 per share. The remaining principal under this loan due as of March 31, 2011 is $311,296.  $18,735 of interest is accrued the loan at March 31, 2011. The Company anticipates the CEO to convert the balance of these advances into common stock sometime in the future.
 
 NOTE 5-
LOAN PAYABLE – OTHER
 
 The Company received $215,000 on March 31, 2010 and an additional $35,000 on April 9, 2010 from HE Capital, SA as a loan.    These notes accrue interest at 8% annually. The Company accrued interest of $2,111 on the loans through May 11, 2010.  These amounts were converted into shares of common stock at a $1 per share.
 
 On August 6, 2010, HE Capital, S.A. loaned the Company $100,000 and loaned the Company an additional $50,000 on September 13, 2010.  These loans are for one year and have an annual interest rate of 8%. The loans were used for operations of the Company during its development stage.
 
 On October 13, 2010, HE Capital, S.A. loaned the Company $22,500.  This loan is for one year and has an annual 8% interest rate.  This loan was used to pay fees in connection with the equipment lease signed with Naranza Capital Partners LLC.
 
 On December 3, 2010, HE Capital S.A. loaned the Company $170,000.  This loan is for one year and has an annual 8% interest rate.  This loan was used to pay the first and last lease payments on the Naranza Capital Partners LLC equipment lease (see Note 10).
 
 On December 3, 2010, HE Capital S.A. loaned the Company $20,000.  This loan is for one year and has an annual 8% interest rate.  This loan was used to pay additional fees on the Naranza Capital Partners LLC equipment lease (see Note 11).   An addendum was agreed to by the Company and HE Capital on February 10, 2011 to increase this loan amount to an incremental amount not to exceed $500,000.  The balance of this loan amount at March 31, 2011 was $462,000. $300,000 of this amount was the cash payment needed in the closing of the Magic Bright Limited acquisition on March 30, 2011 (see Note 7).  The remainder of $142,000 was used in the Company for working capital.
 
 
 F - 19
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 NOTE 5-
LOAN PAYABLE – OTHER  (CONTINUED)
 
 The total balance outstanding with HE Capital at March 31, 2011 is $804,500. Interest incurred for the three months ended March 31, 2011 and 2010 were $8,590 and $0, and interest accrued through March 31, 2011 on these HE Capital notes is $15,378.
 
 The Company also entered into a loan payable with an individual in the amount of $20,000 at 10% due on demand. The Company repaid $10,000 of this note on August 10, 2010.  As of March 31, 2011 the loan still has an outstanding balance of $10,000.  On April 13, 2011 the Company made a $2,500 payment toward the principal and accrued interest. Interest expense for the three months ended March 31, 2011 and 2010, was $247 and $192, respectively. Accrued interest as of March 31, 2011 was $1,551.
 
 On March 31, 2011, the Company signed a Promissory Note in the amount of $50,000 from JDS Squared.  The proceeds were not received until April 5, 2011 in exchange for the Note.
 
 The note was recorded on the books on the date received.  The note calls for interest in the amount of five percent (5%) per annum from the date of issue until due on September 30, 2011.  The Company has the right to prepay the note with interest anytime following the issue date of the note.    The funds were used for working capital.
 
 NOTE 6-
SECURED DEBENTURES
 
 On January 24, 2011, the Company entered into a series of securities purchase agreements with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of $380,000 in 12% secured debentures (the “Debentures”). Legend Securities, Inc. a broker dealer which is a member of FINRA, received a commission of $45,600 and 19,000 warrants at an exercise price of $0.40 in connection with the sale of the Debentures. The Debentures are due at the earlier of 6 months from the date of issuance or upon the Company receiving gross proceeds from subsequent financings in the aggregate amount of $1,000,000. The Debentures bear interest at the rate of 12% per annum, payable upon maturity. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between the Company and the Investors.
 
 The Company also issued to the Investors five-year warrants to purchase an aggregate of 190,000 shares of common stock at an exercise price of $0.40, which may be exercised on a cashless basis.
 
 The Company as of March 31, 2011, raised $380,000 from the investors.
 
 Interest on these notes for the three months ended March 31, 2011 was $11,067 and accrued as of March 31, 2011 (12%) was $13,717.
 
 F - 20
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 6-
SECURED DEBENTURES  (CONTINUED)
 
 The $380,000 in proceeds from the financing transaction was allocated to the debt features and the warrants based upon their fair values.  The value of the warrants ($123,120) was recorded as a debt discount on the secured debentures. This discount will be amortized over the life of the secured debentures, six months. During the three months ended March 31, 2011, the Company amortized $40,496. After the discount, there was $256,880 of remaining value to be allocated to the note on the financial statements.
 
 The estimated fair value of the 190,000 warrants to the investors at issuance on January 24, 2011 was $141,362 and has been classified as Additional Paid In Capital - Warrants on the Company’s condensed consolidated balance sheet. The estimated fair value of the warrants was determined using the Black-Scholes option-pricing model.
 
 On October 22, 2010, the Company entered into an engagement for independent introducing agent services with Legend Securities, Inc. (“LSI”) where in LSI has agreed to introduce investors to the Company in the form of equity and/or debt.  In accordance with the agreement, LSI received 10% of the cash equivalent received by the Company as a fee and 2% of the cash equivalent as an expense allowance.  LSI received as compensation for this agreement, $39,600 in fees and expenses in 2010 and $6,000 on January 21, 2011 as well as 19,000 warrants valued at $18,242.
 
 NOTE 7-
LOAN PAYABLE – ACQUISITION
 
 As part of the acquisition of Magic Bright on March 30, 2011, the Company agreed to pay $1,000,000 in cash and $5,000,000 in the form of 1,000,000 preferred shares. At closing , the Company paid $300,000. They agreed to a payment schedule of $300,000 due on June 16, 2011; $200,000 on September 16, 2011; and $200,000 on December 16, 2011. The remaining $700,000 is non-interest bearing.
 
 NOTE 8-
LOAN PAYBALE - BANK
 
 The Company incurred in its acquisition of Magic Bright Limited on March 30, 2011 a bank debt to DBS Bank Limited of Hong Kong in the amount of $1,453,307 at an interest rate of .75 % above the Hong Kong prime rate.  Currently the prime rate is 5.25%., so the loan has an interest rate of 6% at March 31, 2011.  The note matures on November 18, 2015. The maturitites of the notes are as follows: For periods ending March 31: 2012 - $277,710; 2013 - $283,880; 2014 - $290,052; $296,224; and November 18, 2015 - $305,441.
 
 
 
 
 F - 21
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 NOTE 9-
PROVISION FOR INCOME TAXES
 
 Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities.  Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return.  Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
 
 As of March 31, 2011, there is no provision for income taxes, current or deferred.
 
 Net operating losses

$
1,496,131Valuation allowance


(1,496,131
)$
-
 
 At March 31, 2011, the Company had a net operating loss carry forward in the amount of $4,400,386, available to offset future taxable income through 2031.  The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
 
 A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended March 31, 2011 and 2010 is summarized below.
 
 Federal statutory rate
(34.0)%State income taxes, net of federal benefits
0.0Valuation allowance
34.00%
 
 
 F - 22
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 10-              FAIR VALUE MEASUREMENTS
 
 The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:
 
 Level 1 inputs: Quoted prices for identical instruments in active markets.
 
 Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
 
 Level 3 inputs: Instruments with primarily unobservable value drivers.
 
 NOTE 11-
COMMITMENTS
 
 Agilyx Agreements
 
 On December 12, 2009, Green EnviroTech entered into an (i) equipment purchase and installation agreement (the “Purchase Agreement”) with Agilyx (formally Plas2Fuel) Corporation (“Agilyx (formally Plas2Fuel)”), (ii) oil marketing and distribution agreement with Agilyx (formally Plas2Fuel) (the “Oil Marketing Agreement”), and (iii) license agreement with Agilyx (formally Plas2Fuel) (the “License Agreement”).  Plas2Fuel Corporation changed its name to Agilyx Corporation effective June 8, 2010.  All agreements and contracts negotiated as Plas2Fuel Corporation are still in full force and will be honored by Agilyx Corporation.
 
 Pursuant to the Purchase Agreement, Green EnviroTech agreed to purchase, and Agilyx (formally Plas2Fuel) agreed to sell and install, a twelve vessel waste plastic to oil recycling system (the “System”), for a purchase price of $5,595,645. Green EnviroTech agreed to pay the purchase price over five installments.  On December 31, 2009, Agilyx (formally Plas2Fuel) issued a waiver to Green EnviroTech leaving it to the discretion of Green EnviroTech to implement the first installment due date before the equipment would be shipped.  As of December 31, 2010, the first installment date had not been determined.
 
 Pursuant to the Oil Marketing Agreement, Green EnviroTech agreed to provide to Agilyx (formally Plas2Fuel), on an exclusive basis, the crude oil generated by the System, meeting the specifications set forth in the Oil Marketing Agreement, and Agilyx (formally Plas2Fuel) agreed to broker the oil for sale to third parties, for a commission of 10%. The Oil Marketing Agreement has a term of five years commencing on December 12, 2009, which will renew automatically for successive one year terms unless either party provides written notice at least 90 days prior to such renewal.
 
 
 F - 23
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 NOTE 11-
COMMITMENTS  (CONTINUED)
 
 Agilyx Agreements (Continued)
 
 Pursuant to the License Agreement, Agilyx (formally Plas2Fuel) agreed to grant Green EnviroTech a limited license to use Agilyx (formally Plas2Fuel)’s proprietary technology and information in connection with operation of the System at Green EnviroTech’s facilities, for a license fee of 10% of Net Oil Revenue. On May 18, 2010, the License Agreement was amended to give Green EnviroTech an exclusive provisional right to the Auto Shredder Residue (“ASR”) market within North America.  The right expires on January 1, 2021.
 
 Agilyx (formally Plas2Fuel) excluded producers they are servicing on Exhibit A which indicated “none”.  The exclusive right is contingent upon the Company purchasing from Agilyx (formally Plas2Fuel) and paying in full for Plastic Reclamation Units on a prearranged schedule as follows:
 
 a)
Twelve (12) Plastic Reclamation Units (“PRU’s”) between January 1, 2010 and December 31, 2010; (as of March 31, 2011 no Units had been ordered.  Even though no units have been ordered as set forth in the agreement, Agilyx still recognizes the Company as having exclusive rights with no liability to Agilyx until the first order.  The Company expects to order their first units by the end of June 2011 as previously discussed)
 b)
Twenty (20) PRU’s between January 1, 2011 and December 31, 2011; and
 c)
Forty (40) PRU’s between January 1, 2012 and December 31, 2012; and
 d)
Forty (40) PRU’s between January 1, 2013 and December 31, 2013; and
 e)
Forty (40) PRU’s between January 1, 2014 and December 31, 2014; and
 f)
Forty (40) PRU’s between January 1, 2015 and December 31, 2015; and
 g)
Forty (40) PRU’s between January 1, 2016 and December 31, 2016; and
 h)
Forty (40) PRU’s between January 1, 2017 and December 31, 2017; and
 i)
Forty (40) PRU’s between January 1, 2018 and December 31, 2018; and
 j)
Forty (40) PRU’s between January 1, 2019 and December 31, 2019; and
 k)
Forty (40) PRU’s between January 1, 2020 and December 31, 2020.
 
 Wisconsin Site
 
 The Company had previously announced it was exploring the idea of opening a plant in Fond du Lac, Wisconsin.  However, the decision has now been decided to locate the plant in another city in Wisconsin.  There were no incentives offered by Fond du Lac other than to offer to sale land suitable for plant construction when no building for lease was found suitable for the Company’s needs.  The Industrial Park location appeared to be suitable and the Company started design work on the location.  The site called for a rail spur which was turned down by the railroad for lack of enough space to meet their requirements.  The Company looked elsewhere and decided to direct its efforts to Sheboygan where the city has offered incentives and the city has commercial building space available suitable for the needs of the plant.  The area also has a pool of experienced work force available to compliment the employee requirements needed for the plant.
 
 F - 24
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 11-
COMMITMENTS  (CONTINUED)
 
 Wisconsin Site (Continued)
 
 The Company received on September 23, 2010 an Incentive Offer from the City of Sheboygan laying out its proposal of incentives for the Company to consider locating its plant in Sheboygan.  Sheboygan offered a low-interest loan in the amount of $400,000 to be used for equipment, working capital, or training purposes from its Business Development Loan Program.  The city offered to sponsor a bond resolution for the Industrial Revenue Bonds which can be used for funding of a large portion of the project.  The city will sponsor and prepare the grant application for a Transportation Economic Assistance Grant for assistance of up to 50% of the costs of a railroad spur if the Company qualifies.  The city is working with a Bay-Area Workforce Development Board in conjunction with a Technical College who are proposing a $100,000 grant for training associated with start-up of the new building and equipment.
 
 The city spoke to Alliant Energy who offers a Shared Savings program that is available if the efficiency levels of our equipment, meets their energy savings.  This could equate to 2% money toward a five year loan.
 The city reports there are energy efficiency incentives from the Wisconsin Public Service as well.
 
 In January of 2011, the State of Wisconsin Investment Board indicated its interest to commit $5 million in a low interest loan to the Company for the purchase of a building in Sheboygan, Wisconsin to be used for the Sheboygan Plant.  As of March 31, 2011, the Company had not received a letter of commitment for financial assistance from the State of Wisconsin.
 
 Employment Agreements
 
 The Company executed on February 19, 2010 employment contracts for the hire of its Chief Executive Officer for a term of 36 months with one year automatic extensions and its President and Chief Technology Officer for a term of 12 months with one year automatic extensions. Each contract provided for base and incentive salary as well as carried a ten year stock option incentive for the purchase of up to 200,000 of the Company’s common shares at the exercise price of $0.30 which was the closing price of the Company’s common stock on the OTCBB on February 18, 2010.  These shares shall vest in 66,667 amounts on each of November 1, 2010 and 2011 and 66,666 on November 1, 2012, assuming the Executive is employed by the Company on such vesting dates.  The employment agreements were terminated on October 1, 2010. The employment agreements were terminated until the Company can raise funds. Once the appropriate funds have been raised, the Company will enter into new employment agreements with senior management. Any amounts that were accrued as salary for these individuals was reversed and no stock options were issued.
 
 
 F - 25
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 NOTE 11-
COMMITMENTS  (CONTINUED)
 
 Employment Agreements (Continued)
 
 On August 9, 2010, the Chief Technology Officer with consent of the Company resigned his position with the Company as its CTO in order to work as a consultant to the Company for Ergonomy, LLC, a company the CTO helped form and is already an officer.  The Company has a long standing contract with Ergonomy to use its technology.
 
 On January 25, 2011, Jeffrey Chartier resigned as President and as a director of Green EnviroTech Holdings Corp. (the “Company”). In connection with Mr. Chartier’s resignation, the Company and Mr. Chartier entered into a separation agreement pursuant to which he agreed to a six month lock-up of the 4,495,680 shares of the Company’s common stock he owns (the “JC Shares”), and subsequent “leak-out” selling of no more than 1% of the Company’s issued and outstanding shares of common stock in any 90 day period, in consideration for which the Company agreed to issue Mr. Charter 50,000 shares of common stock (the “LL Transfer Shares”).
 
 Mr. Chartier relinquished voting rights to his 4,495,680 shares of common stock, giving Gary DeLaurentiis (the Company’s Chief Executive Officer and Chairman) the proxy to vote such shares, in consideration for which the Company agreed to issue Mr. Chartier 25,000 shares of common stock (the “Proxy Transfer Shares”).  Mr. Chartier provided the Company a right of first refusal on any proposed sale of the JC Shares, LL Transfer Shares, Proxy Transfer Shares, and an additional 25,000 shares the Company agreed to issue to Mr. Chartier as partial reimbursement for $30,000 of outstanding expenses. The Company agreed to issue and/or caused the transfer of an additional 50,000 shares of common stock for Mr. Chartier as severance.  Mr. Chartier provided a general release.
 
 On January 27, 2011, Wayne Leggett was elected to the Board of Directors of the Company, and Lou Perches was appointed Chief Operating Officer of the Company. Mr. Leggett has been the Company’s Chief Financial Officer since March 2010. Mr. Perches will receive a salary of $7,500 per month for six months during which he will devote 100% of his business time to the Company.
 
 Lease Agreements - Riverbank
 
 On September 1, 2010, the Company signed a five year lease for office space and opened its Riverbank, California offices and changed its corporate offices to California.  The office is staffed by the CEO and three office personnel.  The office space is approximately 1,100 sq ft.  The lease calls for lease payments in the amount of $600 per month the first year, $618 per month the 2nd year, $637 per month the 3rd year, $656 per month the 4th year and $675 per month the 5th year.
 
 
 
 F - 26
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 11-
COMMITMENTS  (CONTINUED)
 
 Lease Agreements – Riverbank (Continued)
 
 On December 1, 2010, the Company signed a five year lease for plant space in Riverbank, California in anticipation of opening its Riverbank Plant.  The plant space is approximately 37,800 sq ft.  The lease calls for lease payments in the amount of $1,900 per month the first 6 months, $10,584 for the next 6 months, $10,902 per month the 2nd year, $11,229 per month the 3rd year, $11,565 per month the 4th year and $11,912 per month the 5th year.
 
 On December 1, 2010, the Company signed a six month lease for 5,175 sq. ft. of space in Riverbank, California to store non-hazardous plastic material that is covered.  The lease calls for lease payments in the amount of $518 per month.
 
 Capital Lease – Riverbank
 
 On September 24, 2010, the Company received a “term sheet” from Naranza Capital Partners for the lease purchase of $5,000,000 of equipment to be placed in the Riverbank facility.   On November 23, 2010, the Company signed an Equipment Lease Agreement with Naranza Capital Partners for the lease of the equipment needed in the Riverbank Plant.  This Capital Lease also included the installation of this equipment and has a $1 (one dollar) buyout clause.  The term of the lease is for five years (60 months) starting from the date the equipment is operational. The Company paid an application fee of $12,500 plus the first and last month’s lease payments in the amount of $128,945 each.  The Company also paid $10,000 doc fees, site visit fee and legal fees.  As of December 31, 2010, the equipment had not been ordered for shipment.
 
 The plant will produce sweet crude oil using the Agilyx technology.  The material to be used in the technology is from an agricultural waste plastic stream, the Company will obtain at no cost to the Company.  The transportation of the waste plastic to the plant is the only cost.
 
 The Company has also received draft approval documents from the Air Resource Board with authority to proceed with the development of the plant.  This is the first license of its kind to be issued in California for construction of a facility to use this technology.
 
 The Company will recognize the assets and the obligation under the capital lease at the time that Naranza Capital Partners honors the commitment and places the order of the equipment and installs the equipment. The deposits are recognized as non-current assets on the Company’s consolidated balance sheets at March 31, 2011.    As of March 31, 2011, the equipment had not been ordered for shipment.  On April 1, 2011, a Demand Letter was sent to Naranza Capital Partners for the return of the Company’s deposit.
 
 
 
 
 
 F - 27
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 
 NOTE 11-
COMMITMENTS  (CONTINUED)
 
 Riverbank Site
 
 On October 4, 2010, the Company received a letter from the City of Riverbank’s Local Redevelopment Authority (LRA) outlining its support and enthusiasm for the Company’s decision to proceed with the development of a plant facility in Riverbank and for opening its corporate offices in their city.  To show their commitment to the Company’s success in Riverbank, the LRA is preparing the Community Development Block Grant (CDBG) Over-The-Counter (OTC) Grant Application in support of the Company.   The Grant provides for the creation and retention of jobs.  The funds are awarded at a rate of $35,000 per estimated new job created.  The LRA is working with the granting agency and the State’s Department of Housing & Community Development, to provide $5 million in funds over the next two years for site infrastructure improvements, business working capital, job training and equipment in the form of both grants and loans.  In addition, the LRA is prepared to offer the Company in-kind contributions totaling $2,000,000 to support the project, including staff support, building improvements, local building and processing fees, electrical upgrades, rail improvements and infrastructure upgrades.
 
 The Company appreciates the support the community of Riverbank is providing.  Before the close of the year, the City of Riverbank notified the Company that it had received instruction from the State of California’s Economic Development panel providing funds to the City of Riverbank for the use of the Company that it was unable to provide such funds presently.
 
 0n October 8, 2010 the Company received a Letter of Intent from Ravago Manufacturing Americas for joint activities with the Company. Ravago has experience as an engineering resin custom compounder, toll and producer services provider, and world class recycler of both engineering polymers and basic commodity plastics has made them one of America's leading resins suppliers. Their broad product portfolio and unique manufacturing assets allow for versatility beyond compare. Ravago has facilities strategically located to serve both the producer and end user, with activities in the Midwest, Southeast, and Gulf Coast regions.  In the Ravago Letter of Intent, Ravago will install and operate manufacturing equipment in Green EnviroTech’s facilities to produce compounded plastic products.  Ravago will provide all materials needed to make the compound to specification. The Company will purchase virgin plastic material from another division of Ravago, H. Muehlstein. This virgin material will be mixed with the reclaimed plastic to make compound plastic to specification.
 The Company will pay Ravago $0.15 per pound for the compound produced. Ravago, with its worldwide customer list, will take 100% of the compounded material produced at the Company facilities and market the material for a 10% commission thru its division ENTEC.
 
 
 
 F - 28
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 NOTE 11-
COMMITMENTS  (CONTINUED)
 
 Riverbank Site (Continued)
 
 This Letter of Intent from Ravago has the potential to save the Company millions of dollars for the purchase of compounding equipment, operations and maintenance of the equipment as well as provides the Company a Sales and Marketing Department. The Letter of Intent, if executed will make Ravago the Company’s only customer for its compound material. The Company met with executives of Ravago on February 23, 2011 and negotiated the final agreement between Ravago and the Company.  The Company is working towards executing this agreement by the end of June, 2011.
 
 NOTE 12-
ACQUISITION
 
 Magic Bright Transaction
 
 During the third quarter of 2010, the Company issued a Letter of Intent to explore the possibility of purchasing a Hong Kong based Trading Company, Magic Bright Limited  (Magic Bright), for stock and cash.   The company is a plastics brokerage company brokering waste plastic in Europe and Asia. On February 14, 2011, the Company entered into a securities purchase agreement with Magic Bright Pursuant to the Purchase Agreement, the Company agreed to purchase, and the Stockholders (Sellers) of Magic Bright agreed to sell, all of the issued shares of Magic Bright (the “Ordinary Shares”), subject to the terms and conditions therein.  Company agreed to pay to the Sellers, in consideration for the Ordinary Shares, an aggregate purchase price of $6,000,000, consisting of $1,000,000 in cash (the “Cash Consideration”) and $5,000,000 in securities. The Cash Consideration will be payable as follows: (i) $300,000 on the closing date; (ii) $300,000 on June 16, 2011; (iii) $200,000 on September 16, 2011; and (iv) $200,000 on December 16, 2011. The $5,000,000 in securities will be payable in the form of 1,000,000 shares of Magic Bright Acquisition Series Convertible Preferred Stock (with a stated value of $5.00 per share), which the Company shall issue to the Sellers on the closing date.  The Company agreed to use its reasonable best efforts to obtain at least $3,000,000 in net proceeds from financings and allocate such net proceeds towards the business and operations of Magic Bright by way of interest free loans from the Company to Magic Bright within the period of 15 months from the closing.
 
 
 
 
 
 
 
 F - 29
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 12-
ACQUISITION (CONTINUED)
 
 Magic Bright Transaction (Continued)
 
 The Company acquired the following assets and assumed the following liabilities in the acquisition of Magic Bright:
 
 Cash

$
54,378Accounts receivable


367,038Inventory


1,293,118Prepaid expenses and other assets


378,504Fixed assets


1,739,560Accounts payable and accrued expenses


(1,410,137
)Deferred tax liability


(13,923
)Long-term bank debt


(1,452,035
)Total of assets and liabilities acquired

$
956,503Consideration paid for acquisition of Magic Bright

$
6,104,880Value of Goodwill

$
5,148,377
 
 As of March 31, 2011, there is no impairment on the goodwill.
 
 If the Company (i) does not obtain and allocate at least $2,000,000 of such net proceeds towards the business and operations of Magic Bright by way of interest free loans from the Company to Magic Bright on or before the date falling on the expiry of 12 months from the closing or (ii) does not obtain and allocate at least $3,000,000 in aggregate of such net proceeds towards the business and operations of Magic Bright by way of interest free loans from the Company to Magic Bright on or before the date falling on the expiry of 15 months from the closing or (iii) fails to pay all of the Cash Consideration by December 16, 2011, each Seller shall have the option to re-purchase the Ordinary Shares sold by such Seller to the Company, in exchange for the Preferred Shares issued by the Company to such Seller.
 
 Three years from the closing, each Seller will have a one-time ninety (90) day option (“Buy Back Option”) to purchase back 50.1% of the  Ordinary Shares sold by such Seller to the Company, in exchange for the 50% of the Preferred Shares issued by the Company to such Seller (or the fair market equivalent in cash of such shares).  The Company agreed, on or prior to closing, to (i) have the Seller Wong Kwok Wing, Tony (“Tony”), appointed to the Company’s board of directors, (ii) enter into an employment agreement with Tony in form and substance satisfactory to Tony, and (iii) issue an aggregate of 184,000 shares of common stock to employees of Magic Bright.
 
 
 
 
 F - 30
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 
 NOTE 12-
ACQUISITION (CONTINUED)
 
 Magic Bright Transaction (Continued)
 
 On March 16, 2011, the Company entered into Amendment No. 1 to Securities Purchase Agreement, dated as of February 14, 2001, among the Company, Magic Bright Limited, a Hong Kong corporation and the members of Magic Bright.  Pursuant to the Amendment, the deadline for the closing of the acquisition by the Company of the issued shares of Magic Bright under the Purchase Agreement was extended from March 16, to March 25, 2011.
 
 On March 25, 2011, the Company entered into Amendment No. 2 to Securities Purchase Agreement, dated as of February 14, 2001, among the Company, Magic Bright Limited, a Hong Kong corporation and the members of Magic Bright.  Pursuant to the Amendment, the deadline for the closing of the acquisition by the Company of the issued shares of Magic Bright under the Purchase Agreement was extended from March 25, to March 30, 2011.  Magic Bright Limited became a subsidiary of the Company on March 30, 2011 when the transaction closed.
 
 NOTE 13-
SUBSEQUENT EVENTS
 
 On April 8, 2011, Green EnviroTech Holdings Corp. (the “Company”) entered into an investment agreement with Centurion Private Equity, LLC (“Centurion”). Pursuant to the Investment Agreement, Centurion agreed to purchase from the Company, from time to time in the Company’s sole discretion (subject to the conditions set forth therein), for a period of up to 24 months commencing on the effective date of the registration statement to be filed by the Company for resale of the shares of common stock issuable under the Investment Agreement, but in no event extending beyond the date that is 30 months from April 8, 2011, up to $5,000,000 in the Company’s common stock.
 
 The Company issued to Centurion 290,641 shares of common stock as a commitment fee and 31,250 shares of common stock as a due diligence/legal and administrative fee.
 
 Pursuant to a registration rights agreement between the Company and Centurion entered into
 in connection with the Investment Agreement, the Company agreed to file a registration statement for the resale of not less than the maximum number of shares of common stock allowable pursuant to Rule 415 under the Securities Act of 1933, as amended, issuable under the Investment Agreement (including the Commitment Shares and the Fee Shares), within 60 days of execution of the Investment Agreement, and to have such registration statement declared effective by the Securities and Exchange Commission (the “SEC”) within 120 days of execution of the Investment Agreement (or 150 days if such registration statement is reviewed by the SEC).
 
 F - 31
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 13-              SUBSEQUENT EVENTS (CONTINUED)



The purchase price for the shares of common stock sold under the Investment Agreement will be equal to the lesser of (i) 97% of the “Market Price” for such Put, defined as average of the lowest 3 daily volume weighted average prices for the 15 trading days immediately following the “Put Date” date specified by the Company in any “Put Notice” in which the Company is deemed to provide notice of a sale of common stock under the Investment Agreement or (ii) the Market Price for such Put minus $0.01, but shall in no event be less than the Company Designated Minimum Put Share Price (as defined in the Investment Agreement) for such Put.



The maximum amount of common stock that Centurion shall be obligated to purchase with respect to any single closing under the Investment Agreement will be the lesser of (i) 2,000,000 shares, (ii) 15% of the sum of the aggregate daily reported trading volume in the Company’s common stock for all Evaluation Days (as defined in the Investment Agreement) in the Pricing Period (as defined in the Investment Agreement), excluding any block trades that exceed 20,000 shares of common stock, (iii) the number of Put Shares (as defined in the Investment Agreement) which, when multiplied by their respective Put Share Prices (as defined in the Investment Agreement), equals the Maximum Put Dollar Amount (as defined in the Investment Agreement), and (iv) such amount which would cause Centurion’s beneficial ownership of the Company’s common stock to exceed 4.9%.



In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.  This information was included in the 8-K filed on April 14, 2011.



On April 12, 2011, the Company received $53,000 from Asher Enterprises, Inc. in exchange for a Convertible Promissory Note.  The note calls for interest in the amount of eight percent (8%) per annum from the date of issue until due on January 12, 2012.  The Company has the right to prepay the note with interest anytime after sixty (60) days following the issue date of the note.  The Company has to issue a prepayment notice within three (3) trading days prior to the prepayment date.  The prepayment amount is one hundred twenty-five percent (125%) of the principal balance.  Asher Enterprises, Ins. has the right to convert the note or any part of the unpaid principal balance of the note into common shares of the Company anytime after one hundred eighty (180) days following the issue date of the note.  The conversion price is sixty three percent (63%) of the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.  The funds were used for working capital.
 F - 32
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2011 AND 2010 (UNAUDITED)
 
 NOTE 13-              SUBSEQUENT EVENTS (CONTINUED)
 
 On April 22, 2011, the Company signed a Letter of Intent with Mosaic Capital LLC (Mosaic) wherein Mosaic will act as the Company’s financial advisor and will assist the Company with providing growth capital for the Company’s subsidiary Magic Bright.  Mosaic will also assist with raising growth capital for the Company overall in the range of up to $15,000,000.  The term of the agreement is until the satisfaction of the funding or until 30-day written notice of termination by either party.
 
 On April 27, 2011, the Company received $42,500 from Asher Enterprises, Inc. in exchange for a Convertible Promissory Note.  The note calls for interest in the amount of eight percent (8%) per annum from the date of issue until due on January 12, 2012.  The Company has the right to prepay the note with interest anytime after sixty (60) days following the issue date of the note.  The Company has to issue a prepayment notice within three (3) trading days prior to the prepayment date.  The prepayment amount is one hundred twenty-five percent (125%) of the principal balance.  Asher Enterprises, Ins. has the right to convert the note or any part of the unpaid principal balance of the note into common shares of the Company anytime after one hundred eighty (180) days following the issue date of the note.  The conversion price is sixty one percent (61%) of the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.  The funds were used for working capital.





F - 33





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





Forward-Looking Statements





Statements in this quarterly report on Form 10-Q may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this quarterly report on Form 10-Q, including the risks described under “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and Exchange Commission, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report on Form 10-Q and in other documents which we file with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to our ability to raise any financing which we may require for our operations, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this quarterly report on Form 10-Q.





Corporate History





Green EnviroTech Holdings Corp. (formerly known as Wolfe Creek Mining, Inc. and referred to herein as (the “Company”)), was incorporated in the State of Delaware on June 26, 2007. On November 20, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Green EnviroTech Acquisition Corp., a Nevada corporation, and Green EnviroTech Corp. (“Green EnviroTech”), a waste plastics recovery, separation, cleaning, and recycling company. Green EnviroTech is a Nevada corporation formed on October 6, 2008 under the name EnviroPlastics Corporation.  On October 21, 2009, Enviroplastics Corporation changed its name to Green EnviroTech Corp.  On July 20, 2010, the Company filed an amendment to its certificate of incorporation with the secretary of state of Delaware to  (i) change its name from Wolfe Creek Mining, Inc. to Green EnviroTech Holdings Corp.  and (ii)  to increase its total authorized common shares to 250,000,000 common shares.














4








Pursuant to the Merger Agreement, on November 20, 2009 (the “Closing Date”), Green EnviroTech Acquisition Corp. merged with and into Green EnviroTech, resulting in Green EnviroTech becoming a wholly-owned subsidiary of the Company (the “Merger”). As a result of the consummation of the Merger, the Company issued approximately 45,000,000 shares of its common stock to the shareholders of Green EnviroTech, representing approximately 75% of the issued and outstanding common stock of the Company following the closing of the Merger. Further, the outstanding shares of common stock of Green EnviroTech were cancelled. The acquisition of Green EnviroTech is treated as a reverse acquisition, and the business of Green EnviroTech became the business of the Company. Immediately prior to the reverse acquisition, the Company was not engaged in any active business.





The Company’s common stock trades on the OTCBB under the symbol GETH effective May 10, 2011.





On December 4, 2009, the Company formed Green EnviroTech Wisconsin, Inc., (“GET WISC”) a Wisconsin corporation, in anticipation of opening a plant in Wisconsin. As of March 31, 2011, the Company is in discussions regarding the acquisition of a plant location in Sheboygan, Wisconsin.


On August 9, 2010, the Company formed Green EnviroTech Riverbank, Inc., (“GETRB”) a California corporation, in anticipation of opening the Riverbank, CA plant. The Company is currently leasing space in Riverbank, CA and the corporate office is located there.





References hereinafter to “Green EnviroTech”, “we”, “us”, “our” and similar words refer to the Company and its wholly-owned subsidiaries.





On February 14, 2011, the Company entered into a securities purchase agreement with Magic Bright Limited, a Hong Kong corporation (“Magic Bright”), and the members of Magic Bright listed on Schedule 1 thereof (the “Sellers”), and on March 16, 2011 and March 25, 2011, the Company entered into amendments to such purchase agreement (as amended, the “Purchase Agreement”). Pursuant to the Purchase Agreement,





·
The Company agreed to purchase, and the Sellers agreed to sell, all of the issued shares of Magic Bright (the “Ordinary Shares”), subject to the terms and conditions therein.





·
The Company agreed to pay to the Sellers, in consideration for the Ordinary Shares, an aggregate purchase price of $6,000,000, consisting of $1,000,000 in cash (the “Cash Consideration”) and $5,000,000 in securities. The Cash Consideration was payable as follows: (i) $300,000 on the closing date (which the parties agreed would occur on or prior to March 30, 2011); (ii) $300,000 on June 16, 2011; (iii) $200,000 on September 16, 2011; and (iv) $200,000 on December 16, 2011. The $5,000,000 in securities were payable in the form of 1,000,000 shares of Magic Bright Acquisition Series Convertible Preferred Stock (with a stated value of $5.00 per share), which the Company agreed to issue to the Sellers on the closing date.





·
The Company agreed to use its reasonable best efforts to obtain at least $3,000,000 in net proceeds from financings and allocate such net proceeds towards the business and operations of Magic Bright by way of interest free loans from the Company to Magic Bright within the period of 15 months from the closing. If the Company (i) does not obtain and allocate at least $2,000,000 of such net proceeds towards the business and operations of Magic Bright by way of interest free loans from the Company to Magic Bright on or before the date falling on the expiry of 12 months from the closing or (ii) does not obtain and allocate at least $3,000,000 in aggregate of such net proceeds towards the business and operations of Magic Bright by way of interest free loans from the Company to Magic Bright on or before the date falling on the expiry of 15 months from the closing or (iii) fails to pay all of the Cash Consideration by December 16, 2011, each Seller shall have the option to re-purchase the Ordinary Shares sold by such Seller to the Company, in exchange for the Preferred Shares issued by the Company to such Seller.




5




·
Three years from the closing, each Seller will have a one-time ninety (90) day option (“Buy Back Option”) to purchase back 50.1% of the  Ordinary Shares sold by such Seller to the Company, in exchange for the 50% of the Preferred Shares issued by the Company to such Seller (or the fair market equivalent in cash of such shares).





·
The Company agreed, on or prior to closing, to (i) have the Seller Wong Kwok Wing, Tony (“Tony”), appointed to the Company’s board of directors, (ii) enter into an employment agreement with Tony in form and substance satisfactory to Tony, and (iii) issue an aggregate of 184,000 shares of common stock to employees of Magic Bright.





Effective March 30, 2011, the Company closed on the acquisition of the issued shares of Magic Bright in accordance with the terms of the Purchase Agreement. Magic Bright was founded in 2000 and is principally engaged in the trading of waste plastic material in the People’s Republic of China (the “PRC”) and Hong Kong. Its principal place of business is located at 18th Floor, 27 Lock Road, Tsim Sha Tsui, Kowloon, Hong Kong.





Pursuant to the employment agreement between the Company and Tony entered into in connection with the closing under the Purchase Agreement:





·
Tony will serve as President of the Company’s Magic Bright subsidiary for a term of six years commencing on March 31, 2011. During this period, Mr. Wong will also serve as Magic Bright’s sole director.





·
The Company agreed to pay Tony a base salary of $240,000, an annual bonus of 30% of the after tax net profit of Magic Bright, up to $1,500,000, plus 20% of the after tax net profit of Magic Bright with respect to any greater amount in the same year, a housing allowance of $6,000 per month, and a car allowance of $4,000 per month.





·
The employment agreement may be terminated by Tony upon not less than 3 months written notice, or by the Company upon not less than 6 months’ written notice (or forthwith upon payment of 6 months’ base salary).





The Company acquired the following assets and assumed the following liabilities in the acquisition of Magic Bright:





Cash

$
54,378Accounts receivable


367,038Inventory


1,293,118Prepaid expenses and other assets


378,504Fixed assets


1,739,560Accounts payable and accrued expenses


(1,410,137
)Deferred tax liability


(13,923
)Long-term bank debt


(1,452,035
)Total of assets and liabilities acquired

$
956,503Consideration paid for acquisition of Magic Bright

$
6,104,880Value of Goodwill

$
5,148,377





6




As of March 31, 2011, there is no impairment on the goodwill. (Magic Bright financial information for the nine months ended December 31, 2011 will be included in an amendment to the Company's 8-K filed with the SEC on April 1,2011.)





Overview of Our Business





We are a development stage waste plastics recovery, separation, cleaning, and recycling company. We intend to supply recycled commercial plastics to industries such as the automotive and consumer products industries, and plan to construct large-scale plastics recycling facilities near automotive shredder locations nationwide. Operating with large national metal recycling partners, the Company, using a patent-pending process developed in conjunction with Thar Process, Inc., and Ergonomy LLC, will produce recycled commercial grade plastics ready to be re-introduced into commerce.  Additionally, with other strategic partners, we will convert waste and scrap plastic (both from its own processing and from other sources) into high-value energy products, including synthetic oil.





Each year, millions of tons of automotive shredder residue (“Shredder Residue”) containing reusable and recyclable plastics are unnecessarily disposed of in landfills.  We believe this is because, while national and global demand for recycled plastic has increased dramatically over the past decade, the technology to efficiently and effectively recycle plastic material from this residue stream has lagged behind.   This has resulted in tremendous waste and created a huge unmet market for recycled commercial plastics, creating an opportunity for someone with a cost-effective recovery process.





We now have such a process. We were formed to capitalize on the growing market to supply recycled commercial plastic to businesses which currently use or want to use recycled plastics in their products, such as the automotive and consumer products industries.  Working with our metal shredder/recycling partners, we intend to utilize our proprietary cleaning technology to take the Shredder Residue headed to landfills tainted with contaminants and convert it into two streams of recyclable material with no remaining trace of contaminants.  Using our process, plastics, rubber, and foam, can be recovered from the shedder waste.  We will use our proprietary technology to process the plastic stream, removing the contaminants and creating recycled commercial plastic material ready to be re-introduced into commerce.





Our plastic recovery process is both highly cost effective and efficient, and it dramatically reduces the amount of Shredder Residue going to landfills. Our process is environmentally responsible on multiple levels, and it will assist our customers in reducing their carbon footprint by allowing them to utilize a greater percentage of recycled material in their products.





The recovered plastics by us will be our main source of revenue.  Automotive parts manufacturers are our primary target market.  However, the use of our recycled materials isn’t limited to automotive parts.  Numerous other durable goods manufacturers utilize plastics, and recycled plastic will work in many applications. As a result, we believe there is significant demand in both domestic and international markets for these materials, and we have identified multiple targets for our output stream of recycled material, beginning with a large multi-national supplier to the automotive industry worldwide.  We believe that our customers will be able to utilize a larger percentage of highly cost-effective recycled plastic in the manufacturing process of their products and create dramatic savings over the cost of using only virgin plastic (tied to the cost of petroleum).





Critical Accounting Policy and Estimates





Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value 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 most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.





The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2010, together with notes thereto as previously filed with our Annual Report on Form 10-K.  In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2011.











7








Results of Operations




Three Months Ended March 31, 2011 compared to Three Months Ended March 31, 2010





Revenues





We had $34,505 in revenues for the three months ended March 31, 2011, as compared to revenues of $0 for the three months ended March 31, 2010.  These revenues for the first three months were from one day of operations associated with the Company’s new foreign subsidiary, Magic Bright, acquired on March 30, 2011.  The Company had no revenues from October 6, 2008 (inception) through March 30, 2011, the date of acquisition of Magic Bright.





Cost of Revenues








Operating Expenses





The wages and professional fees for the three months ended March 31, 2011 were $322,497 as compared to $347,626 for the three months ended March 31, 2010. The wages and professional fees for the three months ended March 31, 2011 included $116,992 in professional fees paid by issuing 131,250 shares of common stock.  Though there was a decrease of $25,129 in wages and professional fees, the Company still maintains its efforts in engineering and design related to the equipment and building projections and landfill testing concerning the Sheboygan, Wisconsin plant. The Company anticipates an increase in legal and accounting fees as a result of its acquisition on March 30, 2011 of Magic Bright Limited, its foreign subsidiary located in Hong Kong   Magic Bright is a waste plastics brokerage company brokering waste plastic in Europe and Asia.





The general and administrative expenses for the three months ended March 31, 2011 were $39,022 as compared to $10,439 for the three months ended March 31, 2010, an increase of approximately 274%. This increase of $28,583 was the result of an increase in travel, entertainment, advertising and marketing concerning the promotion of the company.














8








Non-Operating Expenses





The non operating expenses for the three months ended March 31, 2011 were $63,538 as compared to $11,293 for the three months ended March 31, 2010, an increase of 463%.  The increase of $52,245 in non operating expenses was the result of the interest incurred on the working capital notes the Company incurred since inception through March 31, 2011 in the amount of $23,042 as compared to $11,293 in interest for the three months ended March 31, 2010.  The increase was also a result of the Company amortizing $40,496 of the debt discount assigned to the warrants issued with the debentures the Company sold to accredited investors on January 24, 2011.  The total amount of the debt was $380,000 of which $123,120 was assigned to the warrants as a debt discount.





As a result of the above, the Company had a net loss of $402,311 for the three months ended March 31, 2011 compared to $369,358 for the three months ended March 31, 2010.





Liquidity and Capital Resources





Green EnviroTech Holdings Corp on March 31, 2011 had a balance of cash in the bank in the amount of $76,300. The Company had accounts receivable in the amount of $387,048, Inventory in the amount of $1,316,313, and other current assets in the amount of $139,596. The Company had accounts payable to vendors and accrued expenses in the amount of $2,025,120.





The Company had an unsecured, loan payable in the form of a line of credit with its CEO. The CEO had provided a line of credit up to $200,000 at 4% interest per annum to the Company to cover various expenses and working capital infusions until the Company can be funded. This loan was extended from the original due date of December 31, 2009 to December 31, 2010 and the amount was increased from $200,000 to $1,000,000. This loan has been extended again to December 31, 2011.  The CEO has advanced $1,224,856 from inception through March 31, 2011 and the Company repaid $908,860 of these advances.  The Company converted $754,377 of these advances into shares of common stock on May 11, 2010 at $1 per share. The remaining principal under this loan due as of March 31, 2011 is $311,296.  $18,735 of interest is accrued the loan at March 31, 2011. The Company anticipates the CEO to convert the balance of these advances into common stock sometime in the future.




The Company received $215,000 on March 31, 2010 and an additional $35,000 on April 9, 2010 from HE Capital, SA as a loan.    These notes accrue interest at 8% annually. The Company accrued interest of $2,111 on the loans through May 11, 2010.  These amounts were converted into shares of common stock at a $1 per share.




On August 6, 2010, HE Capital, S.A. loaned the Company $100,000 and loaned the Company an additional $50,000 on September 13, 2010.  These loans are for one year and have an annual interest rate of 8%. The loans were used for operations of the Company during its development stage.




On October 13, 2010, HE Capital, S.A. loaned the Company $22,500.  This loan is for one year and has an annual 8% interest rate.  This loan was used to pay fees in connection with the equipment lease signed with Naranza Capital Partners LLC.





On December 3, 2010, HE Capital S.A. loaned the Company $170,000.  This loan is for one year and has an annual 8% interest rate.  This loan was used to pay the first and last lease payments on the Naranza Capital Partners LLC equipment lease.





The total balance outstanding with HE Capital at March 31, 2011 is $804,500. Interest incurred for the three months ended March 31, 2011 and 2010 were $8,590 and $0, and interest accrued through March 31, 2011 on these HE Capital notes is $15,378.




The Company also entered into a loan payable with an individual in the amount of $20,000 at 10% due on demand. The Company repaid $10,000 of this note on August 10, 2010.  As of March 31, 2011 the loan still has an outstanding balance of $10,000.  On April 13, 2011 the Company made a $2,500 payment toward the principal and accrued interest. Interest expense for the three months ended March 31, 2011 and 2010, was $247 and $192, respectively. Accrued interest as of March 31, 2011 was $1,551.





On October 22, 2010, the Company entered into an engagement for independent introducing agent services with Legend Securities, Inc. (“LSI”) where in LSI has agreed to introduce investors to the Company in the form of equity and/or debt.  In accordance with the agreement, LSI received 10% of the cash equivalent received by the Company as a fee and 2% of the cash equivalent as an expense allowance.  LSI received as compensation for this agreement, $39,600 in fees and expenses in 2010 and $6,000 on January 21, 2011 as well as 19,000 warrants valued at $18,242.




On January 24, 2011, the Company entered into a series of securities purchase agreements with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of $380,000 in 12% secured debentures (the “Debentures”). Legend Securities, Inc. a broker dealer which is a member of FINRA, received a commission of $45,600 and 19,000 warrants at an exercise price of $0.40 in connection with the sale of the Debentures. The Debentures are due at the earlier of 6 months from the date of issuance or upon the Company receiving gross proceeds from subsequent financings in the aggregate amount of $1,000,000. The Debentures bear interest at the rate of 12% per annum, payable upon maturity. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between the Company and the Investors.




9




The Company also issued to the Investors five-year warrants to purchase an aggregate of 190,000 shares of common stock at an exercise price of $0.40, which may be exercised on a cashless basis.




The Company as of March 31, 2011, raised $380,000 from the investors.





Interest on these notes for the three months ended March 31, 2011 was $11,067 and accrued as of March 31, 2011 (12%) was $13,717.





The $380,000 in proceeds from the financing transaction was allocated to the debt features and the warrants based upon their fair values.  The value of the warrants ($123,120) was recorded as a debt discount on the secured debentures. This discount will be amortized over the life of the secured debentures, six months. During the three months ended March 31, 2011, the Company amortized $40,496. After the discount, there was $256,880 of remaining value to be allocated to the note on the financial statements.





The estimated fair value of the 190,000 warrants to the investors at issuance on January 24, 2011 was $141,362 and has been classified as Additional Paid In Capital - Warrants on the Company’s condensed consolidated balance sheet. The estimated fair value of the warrants was determined using the Black-Scholes option-pricing model.





The Company incurred in its acquisition of Magic Bright Limited on March 30, 2011 a bank debt to DBS Bank Limited of Hong Kong in the amount of $1,453,307 at an interest rate of .75 % above the Hong Kong prime rate.  Currently the prime rate is 5.25%., so the loan has an interest rate of 6% at March 31, 2011. The note matures on November 18, 2015. The maturities of the notes are as follows: For periods ending March 31: 2012 - $277,710; 2013 - $283,880; 2014 - $290,052; $296,224; and November 18, 2015 - $305,441.





On March 31, 2011, the Company issued a Promissory Note in the amount of $50,000 to JDS Squared.  The proceeds were received on April 5, 2011 in exchange for the Note.




The note was recorded on the books on the date received.  The note calls for interest in the amount of five percent (5%) per annum from the date of issue until due on September 30, 2011.  The Company has the right to prepay the note with interest anytime following the issue date of the note.    The funds were used for working capital.




Cash provided by financing activities for the three months ended March 31, 2011 was $498,600 as compared to $$356,316 for the three months ended March 31, 2010. This increase of $142,284 resulted from an increase in loans from others $407,000 and a decrease in loans from related parties $(314,716), plus $50,000 received in secured debentures.





During 2011, we expect our travel expenses to increase during our negotiations to implement our business plan.  We know our legal and accounting costs will increase as a result of the acquisition of our foreign entity, Magic Bright.  The costs for public filings as a public company will increase as well.  This increase in expenses will continue to impact our liquidity and we will need to obtain funds to pay for these costs.





We hope to obtain significant revenues from future operations of Magic Bright. (Magic Bright financial information for the nine months ended December 31, 2011 will be included in an amendment to the Company's 8-K filed with the SEC on April 1, 2011.) We will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities.  However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us.





10





We had cash of $76,300 as of March 31, 2011. In the opinion of management, our available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. Besides generating revenue from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably. As previously stated, the Company expects increases in the legal and accounting costs and costs to obtain funding.   The Company anticipates an increase in travel and other working capital costs to increase during and after completing the negotiations to cover the costs to expand Magic Bright and to get the Riverbank Plant up and running.  The Riverbank facility is expected to get underway before the end of the year.  The Company is also in negotiations for the funding of its Sheboygan, Wisconsin facility.  These negotiations are close to completion.





We intend to pursue capital through public or private financing as well as borrowings and other sources, such as our officers, directors and principal shareholders. We cannot guaranty that additional funding will be available on favorable terms, if at all.  If adequate funds are not available, then our ability to expand our operations may be significantly hindered. If adequate funds are not available, we believe that our officers, directors and principal shareholders will contribute funds to pay for our expenses to achieve our objectives over the next twelve months. However, our officers, directors and principal shareholders are not committed to contribute funds to pay for our expenses.


Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Item 3.Quantitative and Qualitative Disclosures about Market Risk.





Not applicable for a smaller reporting company.





Item 4T.Controls and Procedures.




Evaluation of Disclosures and Procedures





We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.





We carried out an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.




Changes in Internal Controls Over Financial Reporting





There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








11





PART II - OTHER INFORMATION





Item 1. Legal Proceedings.





There are no legal proceedings to which the Company or any of its property is the subject.





Item 1A. Risk Factors.





Not applicable to a smaller reporting company.





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.





On February 28, 2011, we issued 100,000 shares of common stock for legal services. We relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.





Item 3. Defaults Upon Senior Securities.





None.





Item 4. (Removed and Reserved)




Item 5. Other Information.





None.





Item 6. Exhibits.





No.

Description31.1

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer31.2

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer32.1

Section 1350 Certification of Chief Executive Officer32.2

Section 1350 Certification of Chief Financial Officer











12











SIGNATURES





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




Green EnviroTech Holdings Corp.Date:  May 16, 2011
By:
/s/ Gary DeLaurentiisGary DeLaurentiisChief Executive Officer (principal executive officer)





Date:  May 16, 2011
By:
/s/ Wayne LeggettWayne LeggettChief Financial Officer (principal financial officer, principal accounting officer)







13