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 September 30, 2010





OR





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





For the transition period from  __________  to __________.





Commission file number 333-149626





GREEN ENVIROTECH HOLDINGS CORP.


(Exact name of registrant as specified in its charter)





Delaware

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

(I.R.S. Employer Identification No.)5300 Claus Road P.O. Box 692

Riverbank, CA

(Address of principal executive offices)
95367

(Zip Code)





Registrant’s telephone number: (209) 863-9000








(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 x   No  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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   ̈    No   ̈





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. (Check one):





Large accelerated filer  ̈
Accelerated filer   ̈Non-accelerated filer   ̈  (Do not check if a smaller reporting company)
Smaller reporting company  x





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


Yes   ̈   No x





As of November 9, 2010, there were 63,416,758 shares of the issuer’s common stock outstanding.











GREEN ENVIROTECH HOLDINGS CORP.





Table of Contents








PagesPart I
FINANCIAL INFORMATIONItem 1.
Condensed Consolidated Financial Statement.
1Condensed Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009.
2Condensed Consolidated Statements of Operations for the Nine and Three Months Ended September 30, 2010 and 2009 (unaudited) and for the Period October 6, 2008 (inception) Through September 30, 2010.
3Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009 (unaudited) and for the Period October 6, 2008 (inception) Through September 30, 2010.
4Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2010 (unaudited) and the Year Ended December 31, 2009.
5Notes to Unaudited Condensed Consolidated Financial Statements.
6Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
22Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
27Item 4T.
Controls and Procedures.
27Part II
OTHER INFORMATIONItem 1.
Legal Proceedings.
27Item 1A.
Risk Factors.
28Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
28Item 3.
Defaults Upon Senior Securities.
28Item 4 .
(Removed and Reserved).
28Item 5.
Other Information.
28Item 6 .
Exhibits.
28








GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
 Condesned Consolidated Financial Statements:
 
 
 PageCondensed Consolidated Balance Sheet as of September 30, 2010 (Unaudited) and December 31, 2009
2Condensed Consolidated Statements of Operations (Unaudited) For the Nine and Three Months Ended September 30, 2010 and 2009 and Period October 6, 2008 (Inception) through September 30, 2010
3Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) For the Nine Months Ended September 30, 2010 and the Year Ended December 31, 2009 (Unaudited)
4Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2010 and 2009 and Period October 6, 2008 (Inception) through September 30, 2010 (Unaudited)
5Notes to Condesned Consolidated Financial Statements
6






1




GREEN ENVIROTECH HOLDINGS CORP.(FORMERLY WOLFE CREEK MINING, INC.)(A DEVELOPMENT STAGE COMPANY)CONDENSED CONSOLIDATED BALANCE SHEETSSEPTEMBER 30, 2010 (UNAUDITED) AND DECEMBER 31, 2009(Unaudited)

September 30, 2010


December 31, 2009ASSETSCURRENT ASSETSCash

$
12,383


$
23Other current assets


16,458



-Total current assets


28,841



23Fixed AssetsConstruction in  progress


113,929



60,073TOTAL ASSETS

$
142,770


$
60,096LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued expenses

$
906,954


$
354,095Loan payable - other


160,000



300,000Loan payable - related party


225,946



270,290Total current liabilities


1,292,900



924,385TOTAL LIABILITIES


1,292,900



924,385STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock, $0.001 par value, 25,000,000 shares authorized,0 shares issued and outstanding


-



-Common stock, $0.001 par value, 250,000,000 shares authorized,63,416,758 and 59,999,895 shares issued and outstanding


63,417



60,000Additional paid in capital


3,065,853



-Deficit accumulated during the development stage


(4,279,400
)


(924,289
)Total stockholders' equity (deficit)


(1,150,130
)


(864,289
)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$
142,770


$
60,096The accompanying notes are an integral part of these condensed consolidated financial statements.






2




GREEN ENVIROTECH HOLDINGS CORP.(FORMERLY WOLFE CREEK MINING, INC.)(A DEVELOPMENT STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 ANDFOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH SEPTEMBER 30, 2010NINE MONTHS

SEPTEMBER 30, 2010


NINE MONTHS

SEPTEMBER 30, 2009


THREE MONTHS

SEPTEMBER 30, 2010


THREE MONTHS

SEPTEMBER 30, 2009


(Unaudited)

OCTOBER 6, 2008

(INCEPTION)

THROUGH

SEPTEMBER 30, 2010REVENUE

$
-


$
-


$
-


$
-


$
-COST OF REVENUES


-



-



-



-



-GROSS PROFIT


-



-



-



-



-OPERATING EXPENSESWages and professional fees


1,010,458



120,233



290,176



120,233



1,566,876Professional fees - common stock issued


2,062,782



-



(67,218
)


-



2,062,782General and administrative


259,037



56,674



153,528



34,526



378,936Total operating expenses


3,332,277



176,907



376,486



154,759



4,008,594NON-OPERATING EXPENSESInterest expense


22,834



1,134



10,142



783



42,604Total non-operating expenses


22,834



1,134



10,142



783



42,604NET (LOSS)

$
(3,355,111
)

$
(178,041
)

$
(386,628
)

$
(155,542
)

$
(4,051,198
)WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING


61,739,261



59,999,895



64,172,739



59,999,895



66,264,509NET (LOSS) PER SHARE

$
(0.05
)

$
(0.00
)

$
(0.01
)

$
(0.00
)

$
(0.06
)The accompanying notes are an integral part of these condensed consolidated financial statements.




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 NINE MONTHS ENDED SEPTEMBER 30, 2010 AND THE YEAR ENDED DECEMBER 31, 2009UNAUDITED 
 DeficitAccumulatedAdditional


During thePreferred Stock





Common Stock





Paid-In


DevelopmentShares


Amount


Shares


Amount


Capital


Stage


TotalBalance - June 26, 2007 (Inception ofWolf Creek Mining, Inc.)


-


$
-



-


$
-


$
-


$
-


$
-Common shares issued to founders forcash


-



-



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 throughNovember 20, 2009 - date of merger withGreen EnviroTech Corp.


-



-



-



-



-



(9,845
)


(9,845
)Net effect of recapitalization with GreenEnviroTechCorp. including repurchase and subsequentcancellation of shares and issuance ofnew shares


-



-



-



-



(208,202
)


(310,350
)


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


-



-



-



-



228,202



(228,202
)


-Net loss for the period November 21, 2009 throughDecember 31, 2009


-



-



-



-



-



(347,179
)


(347,179
)Balance - December 31, 2009


-



-



59,999,895



60,000



-



(924,289
)


(864,289
)Common shares issued to consultantsand officers


-



-



2,500,000



2,500



2,127,500



-



2,130,000Conversion of notes payable  to commonstock


-



-



1,006,488



1,006



1,005,482



-



1,006,488Cancelation of shares to consultant


-



-



(89,625
)


(89
)


(67,129
)


-



(67,218
)Net loss for the nine months endedSeptember 30, 2010


-



-



-



-



-



(3,355,111
)


(3,355,111
)Balance - September 30, 2010


-


$
-



63,416,758


$
63,417


$
3,065,853


$
(4,279,400
)

$
(1,150,130
)The accompanying notes are an integral part of these condensed consolidated financial statements.




4




GREEN ENVIROTECH HOLDINGS CORP.(FORMERLY WOLFE CREEK MINING, INC.)(A DEVELOPMENT STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009 ANDFOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH SEPTEMBER 30, 2010NINE MONTHS ENDED


NINE MONTHS ENDED


(Unaudited)

OCTOBER 6, 2008

(INCEPTION)

THROUGHSEPTEMBER 30, 2010


SEPTEMBER 30, 2009


SEPTEMBER 30, 2010CASH FLOWS FROM OPERATING ACTIVITIES:Net (loss)

$
(3,355,111
)

$
(178,041
)

$
(4,051,198
)Adjustments to reconcile net (loss)to net cash used in operating activities:Common stock issued for services, net of cancelations


2,062,782



-



2,121,017Change in assets and liabilities(Increase) in other current assets


(16,458
)


-



(16,458
)Increase in accounts payable and accrued expenses


554,970



38,154



909,065Total adjustments


2,601,294



38,154



3,013,624Net cash (used in) operating activities


(753,817
)


(139,887
)


(1,037,574
)CASH FLOWS FROM INVESTING ACTIVITIES:Expenditures related to construcition of building


(53,856
)


-



(113,929
)Net cash (used in) investing activities


(53,856
)


-



(113,929
)CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of stock for cash


-



-



30,000Proceeds received from loan payable - related party


710,033



157,648



980,323Proceeds received from loan payable - other


420,000



-



463,563Payments on loan payable - other


(310,000
)


-



(310,000
)Net cash provided by financing activities


820,033



157,648



1,163,886NET INCREASE IN CASH AND CASH EQUIVALENTS


12,360



17,761



12,383CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD


23



-



-CASH AND CASH EQUIVALENTS - END OF PERIOD

$
12,383


$
17,761


$
12,383SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid during the period for:Interest

$
9,468


$
-


$
15,368NON-CASH SUPPLEMENTAL INFORMATION:Stock issued for services

$
2,130,000


$
-


$
2,188,235Payment of common shares by third party

$
-


$
-


$
256,437Conversion of loans payable for common stock

$
1,006,488


$
-


$
1,006,488The accompanying notes are an integral part of these condensed consolidated financial statements.




5


GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (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, 2009 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 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. (formerly Wolfe Creek Mining, Inc.) (the “Company”) was incorporated on June 26, 2007 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. The Company filed an amendment to its charter on July 20, 2010 to change its name to Green EnviroTech Holdings Corp. .
  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 crude oil.
  6
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (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 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.
  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 September 30, 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.
  7
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (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;
 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. GET WISC was inactive through December 31, 2009.
 
 The Company declared a fifteen to one (15:1) stock dividend on January 14, 2010 whereby each stockholder of record on January 28, 2010 will receive these shares of common stock for every share of common stock which such stockholder owns.  The date of record and payment for the stock dividend took place on March 11, 2010.
 
 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 provides for base and incentive salary as well as carries 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 $4.50 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.
  8
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
   NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
  (At the time of signing the employment contracts, the common shares exercise price of $4.50 did not take into consideration the 15:1 stock dividend declared on January 14, 2010 for shareholders of record on January 28, 2010.  The contracts are being amended to reflect the exercise price to be $.30 per common share.)  In October 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 August 9, 2010, the Company formed Green EnviroTech Riverbank, Inc., (“GETRB”) a California Corporation in anticipation of opening the Riverbank, CA plant. GETRB has been inactive since its inception.
 
 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.
  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 has not generated revenues since inception and has generated losses totaling $4,051,198 for the period October 6, 2008 (Inception) through September 30, 2010, and needs to raise additional funds to carry out their business plan.
  9
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
   NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
  Going Concern (Continued)
  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 operations.
  Besides generating revenues from proposed operations, the Company may need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of 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 funds to sustain 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.
  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.
  Use of Estimates
  The preparation of 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
  10
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
   NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  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 from the period October 6, 2008 (Inception) through September 30, 2010, has incurred $113,929 in engineering and design costs on a facility they were planning to build in Fond Du Lac, WI, but have decided to use the engineering and designs in a plant to be located in Sheboygan, Wisconsin.  Please refer to the Note 8 for further comments.  All of these costs are non-depreciable until the facility is in service.
 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. The Company does not utilize derivative 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.
  11
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
   NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  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 crude oil products developed by the joint venture partners.
  (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:
  12
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
  
 NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  (Loss) Per Share of Common Stock (Continued)
 
 September 30,


September 30,2010


2009Net loss

$
(3,355,111
)

$
(178,041
)Weighted-average common sharesoutstanding (Basic)


61,739,261



59,999,895Weighted-average common stockEquivalentsStock options


-



-Warrants


-



-Weighted-average common sharesoutstanding (Diluted)


61,739,261



59,999,895
  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. 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.
  13
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
 
  NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  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 have determined that as of September 30, 2010, 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 consolidated financial statements.
  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 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.
  14
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
   NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Recent Issued Accounting Standards (Continued)
  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.
 
 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.
  15
 
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
  NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Recent Issued Accounting Standards (Continued)
  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.
 
 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.
 
 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.
  16
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
  
 NOTE 3-
STOCKHOLDERS’ EQUITY (DEFICIT)
  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.
  The Company declared a fifteen to one (15:1) stock dividend on January 14, 2010 whereby each stockholder of record on January 28, 2010 will receive these shares of common stock for every share of common stock which such stockholder owns.  The date of record and payment for the stock dividend took place on March 11, 2010. The shares and per share amounts included herein have been reflected retroactive to the stock split.
  During the nine months ended September 30, 2010, the Company issued 2,500,000 shares of common stock with a fair value of $2,130,000 (between $0.80 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.
  As of September 30, 2010, there were 63,416,758 shares issued and outstanding.
  The Company has not issued any preferred stock, options or warrants to date.
  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 has provided a line of credit up to $1,000,000 at 4% interest per annum to the Company to cover various expenses and working capital infusions of cash until the Company can be funded. This loan matures on December 31, 2010.
  17
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
   NOTE 4-
LOAN PAYABLE – RELATED PARTY(CONTINUED)
  The CEO has advanced $1,088,805 through September 30, 2010, repaid $108,482 of these advances and converted $754,377 of these advances into shares of common stock through September 30, 2010. The remaining principal under this loan due as of September 30, 2010 is $225,946.
  Interest expense for the nine months ended September 30, 2010 and 2009 is $9,581 and $1,192, respectively.
  In addition, $12,849 of interest is accrued at September 30, 2010.
  NOTE 5-
LOAN PAYABLE – OTHER
  The Company entered into a loan payable in the amount of $300,000 with an unrelated third party on October 7, 2009. The loan matured January 29, 2010. Interest was due and payable on the first of the month for the prior month’s interest. The loan had a 15% interest rate. The Company repaid $200,000 in principal plus $5,960 in interest on this note, and extended the note to April 30, 2010 with a new principal balance of $100,000. The Company paid in full in April the $100,000 loan payable to Stacey Cooper.  Stacey Cooper agreed to receive stock from Wolfe Creek Mining, Inc. and cash in full payment of the note.  The directors of the Company agreed to issue 100,000 shares of common stock in payment of $48,000 of the note.  The Company’s president gave 100,000 shares of his to Stacey Cooper in satisfaction of this and increased his loan balance by the $48,000 and the Company paid the balance of $52,000 in cash on April 14, 2010. The Company incurred $7,637 in interest through April 30, 2010. As of September 30, 2010, all accrued interest has been paid.
  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.  However, the loan was not signed until April 14, 2010.  The Company recorded the loan on March 31, 2010.  These notes accrue interest at 8% annually. The Company accrued interest of $2,111 on the loan through May 11, 2010.  These amounts were converted into shares of common stock.  On August 6, 2010, HE Capital loaned the Company $100,000 and loaned the Company an additional $50,000 on September 13, 2010.  These loans are for one year with 8% interest rate. The cash was used for operations of the Company during its development stage. Interest incurred on the $150,000 through September 30, 2010 and accrued as of September 30, 2010 is $1,444.
 
 The Company also entered into a loan payable with an individual in the amount of $20,000 at 10% due on demand. Interest expense for the nine months ended September 30, 2010 and accrued interest as of September 30, 2010 is $1,052. The Company repaid $10,000 of this note in August 2010, and as of September 30, 2010 has $10,000 outstanding.
  NOTE 6-
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 September 30, 2010, there is no provision for income taxes, current or deferred.
  Net operating losses

$
1,377,407Valuation allowance


(1,377,407
)$
-
 At September 30, 2010, the Company had a net operating loss carry forward in the amount of $4,051,198, available to offset future taxable income through 2030.  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 September 30, 2010 and 2009 is summarized below.
  Federal statutory rate


(34.0
)%State income taxes, net of federal benefits


0.0Valuation allowance


34.00
%
 
 NOTE 7-
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.
  18
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
  
 NOTE 7-
FAIR VALUE MEASUREMENTS(CONTINUED)
  The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2010:
  Level 1


Level 2


Level 3


TotalCash


12,383



-



-



12,383Total assets


12,383



-



-



12,383
  NOTE 8-
COMMITMENTS
  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 September 30, 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.
  19
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
   NOTE 8-
COMMITMENTS(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;
 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.
 
 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 for 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.
  20
 GREEN ENVIROTECH HOLDINGS CORP.
 (FORMERLY WOLFE CREEK MINING, INC.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2010 AND 2009 (UNAUDITED)
  
 NOTE 8-
COMMITMENTS(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.
 
 During the third quarter, the Company issued a Letter of Intent to explore the possibility of purchasing a Hong Kong based Trading Company for stock and cash.   The company is a plastics brokerage company brokering plastic in Europe and Asia
 
 On September 24, 2010, the Company received a “term sheet” from an equipment leasing company for the $5,000,000 purchase of the equipment to be placed in the Riverbank facility.  The plant will produce 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 also included at no cost. The Company has also received draft approval documents from the Air Resourse 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.
 
 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.
  NOTE 9-
SUBSEQUENT EVENTS
  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.
  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.  The Company will pay Ravago $0.15 per pound for the compound produced.  The Company will purchase the compounded material from another division of Ravago, H. Muehlstein. 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.  This Letter of Intent from Ravago saves the Company millions of dollars for the purchase of compounding equipment, operation and maintenance of the equipment as well as provides the Sales and Marketing Department for the Company.   Essentially, the Letter of Intent guarantees Ravago as the Company’s one customer for its compound material.
 
 21


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  “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.





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 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.





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 3,000,004 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.





References hereinafter to “Green EnviroTech”, “we”, “us”, “our” and similar words refer to the Company and its wholly-owned subsidiary, Green EnviroTech, unless the context otherwise requires.





On December 4, 2009, the Company formed Green EnviroTech Wisconsin, Inc., (“GET WISC”) a Wisconsin Corporation in anticipation of opening a plant in Wisconsin. GET WISC was inactive through December 31, 2009.





On August 9, 2010, the Company formed Green EnviroTech Riverbank, Inc., (“GETRB”) a California Corporation in anticipation of opening the Riverbank, CA plant. GETRB has been inactive since its inception.





Plan of Operation





We are a development stage plastics recovery, separation, cleaning, and resin and oil producing company. We intend to supply compounded plastic resin 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., will produce compounded to spec plastics ready to be re-introduced into commerce.  Additionally, with another strategic partner, the Company will convert the mixed stream of plastic from the recovery process as well as scrap plastic from other sources the Company has identified into crude oil.




22





Each year, approximately 4,000,000 tons of Shredder Residue from the metal recycling companies containing recoverable and reusable plastics are now unnecessarily disposed of in landfills according to the Institute of Scrap Recycling Industries, Inc.  We believe this is because, while the national and global demand for recovered plastics has increased dramatically over the past decade, the technology to efficiently and effectively recover plastic material from this residue stream has lagged behind.   This has resulted in tremendous waste and created an opportunity for someone with a cost-effective recovery process that works. Green EnviroTech now has such a process. We were formed to capitalize on the growing market to supply compounded 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, stained with contaminants, and convert it into two streams of recyclable material with no remaining trace of contaminants.  Using our process, plastics, rubber and, additional metals can be recovered from the Shedder Residue.  We intend to use our proprietary technology to process the plastic stream, removing the contaminants, thereby creating a compounded 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 by approximately 50%. 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 recovered 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).





Since our formation, we have concentrated on developing our business strategy and obtaining financing.  Accordingly, the Company is not generating revenue and does not expect to generate revenue until three to four months after our first plant is open.  Additionally, with Plas2Fuel as our third strategic partner, the Company will convert the mixed stream of plastic from the recovery process as well as scrap plastic from other sources the Company has identified into crude oil.  Plas2Fuel Corporation changed its name to Agilyx Corporation effective June 8, 2010.





In December 2009 the Company formed GET Wisconsin (“GET”) as a wholly owned subsidiary of Green EnviroTech in anticipation of the proposed new plastics recovery plant. During the next 12 months, the Company expects to build, lease or purchase an approximately 120,000 square foot plant in Sheboygan, Wisconsin. We do not have any financing agreements and there can be no assurance that we will receive adequate funding. Without adequate funding we will not be able to build, lease or purchase the plant and may have to cease operations. We do not have any agreements for funding and there cannot be any assurance that we will be able to obtain adequate funding for a plant that will allow us to run our business.





The Company had previously announced it was exploring the idea of opening a plant in Fond du Lac, Wisconsin.  However, we have decided to locate the plant in another city in Wisconsin.  There were no incentives offered by Fond du Lac other than to offer to sell 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 for 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 facility.





The Company is currently negotiating with several other metal recycling companies to supply Shredder Residue to the proposed plant in Sheboygan.





The Company has successfully negotiated and entered into contract with CR Meyer to construct, build or rehab the plant if needed, and install the equipment. The site will have rail access that will allow the Company to ship its finished product to Customers. The plant will operate 24 hours a day 7 days a week, and process approximately 100,000 tons of Shredder Residue per year.





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 personel.  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.





23





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.





On September 24, 2010, the Company received a “term sheet” from an equipment leasing company for the $5,000,000 purchase of the equipment to be placed in the Riverbank facility.  The plant will produce 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 also included at no cost. The Company has also received draft approval documents from the Air Resourse 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.




During the third quarter, the Company issued a Letter of Intent to explore the possibility of purchasing a Hong Kong based TradingCompany for stock and cash.   The company is a plastics brokerage company brokering plastic in Europe and Asia.




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.





0n October 8, 2010 the Company received a Letter of Intent fromRavago Manufacturing Americasfor 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.  The Company will pay Ravago $0.15 per pound for the compound produced.  The Company will purchase the “Prime” component of the compounded material from another division of Ravago, H. Muehlstein. 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.  This Letter of Intent from Ravago saves the Company millions of dollars for the purchase of compounding equipment, operation and maintenance of the equipment as well as provides the Sales and Marketing Department for the Company.   Essentially, the Letter of Intent guarantees Ravago as the Company’s one customer for its compound material.




The financial positions of the Company and its subsidiary, Green EnviroTech, as ofSeptember 30, 2010are reflected in the Condensed Consolidated Balance Sheets. The cash and liabilities as shown are a result of cash injected into the Company by one of its directors as a loan to the Company. In addition, HE Capital loaned the Company an aggregate of $250,000 pursuant to two Loan Agreements, dated March 31, 2010 and April 9, 2010, by and between HE Capital and the Company for $215,000 and $35,000, respectively. The cash was used for operations of the Company during its development stage. The Company authorized the issuance of common stock to satisfy the balance of the note with its accrued interest, and HE Capital accepted the offer.  This note was converted on May 13, 2010 by issuing 252,111 shares of common stock to satisfy the note and accrued interest.On August 6, 2010, HE Capital loaned the Company $100,000 and loaned the Company an additional $50,000 on September 13, 2010.  These loans are for one year with 8% interest rate. The cash was used for operations of the Company during its development stage.Interest incurred on the $150,000 through September 30, 2010 and accrued as of September 30, 2010 is $1,444.




24





Results of Operations





Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009





Green EnviroTech Corp. since inception on October 6, 2008 has expended its financial resources toward the completion of its development stage and to procure funding for its first plant of operation in Sheboygan, Wisconsin.  Negotiations for the purchase of equipment needed in the plant as well as the engineering and design of the plant have been ongoing.   Thus, the Company’s financial resources have mainly been used for travel and professional services in the form of engineering, design, legal and accounting.





The wages and professional fees for the three months ended September 30, 2010 were approximately $222,958 as compared to approximately $ 120,233 for the three months ended September 30, 2009. This increase of $102,725 in wages and professional fees is the result of the Company’s efforts in engineering and design related to the equipment and building projections and landfill testing concerning the Sheboygan, Wisconsin plant.  There have been substantial increases in legal and accounting fees, which have been a result of the Company's reporting obligations with the Securities and Exchange Commission.    The increase in professional fees also had to do with the use of financing experts preparing financial models for use in the financing arena.





The general and administrative expenses for the three months ended September 30, 2010 were approximately $153,528 as compared to approximately $34,526for the three months ended September 30, 2009, an increase of approximately 333%. This increase of $119,002 was the result of an increase in travel, entertainment, advertising and marketing concerning the promotion of the company.





The non operating expenses for the three months ended September 30, 2010 were approximately $10,142 as compared to approximately $783 for the three months ended September 30, 2009, an increase of approximately 120%.  The increase of $9,359 in non operating expenses was the result of the interest incurred on the working capital notes the Company incurred since inception through September 30, 2010.





Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009





The wages and professional fees for the nine months ended September 30, 2010 were approximately $3,073,240 as compared to approximately $ 120,233 for the nine months ended September 30, 2009. This increase of $2,953,007 wages and professional fees is the result of the Company’s efforts in engineering and design related to the equipment and building projections and landfill testing concerning the Sheboygan, Wisconsin plant and the issuance of 2,500,000 shares of common stock valued at $2,130,000 in the nine months ended September 30, 2010, net of the 89,625 shares of common stock that were returned by a consultant and canceled valued at $67,218.  These shares were treated as professional fees.  There have been substantial increases in legal and accounting fees, which have been a result of the Company's reporting obligations with the Securities and Exchange Commission.    The increase in professional fees also had to do with the use of financing experts preparing financial models for use in the financing arena.





The general and administrative expenses for the nine months ended September 30, 2010 were approximately $259,037 as compared to approximately $56,674 for the nine months ended September 30, 2009, an increase of approximately 349%. This increase of $202,363 was the result of an increase in travel, entertainment, advertising and marketing concerning the promotion of the company.





The non operating expenses for the nine months ended September 30, 2010 were approximately $22,834 as compared to approximately $1,134 for the nine months ended September 30, 2009, an increase of approximately 1,914%.  The increase of $21,700 in non operating expenses was the result of the interest incurred on the working capital notes the Company incurred since inception through September 30, 2010.





The Company has generated no revenues from October 6, 2008 (inception) through September 30, 2010 and thus had no cost of revenues, nor did it have any gross profit. The Company is still in its development stage.





As a result of the above, the Company had a net loss of $4,051,198 since inception through September 30, 2010.





25





Liquidity and Capital Resources





Year Ended December 31, 2009 Compare to Nine Months Ended September 30, 2010





The following table provides selected balance sheet data about our Company as of September 30, 2010 and December 31, 2009.





Balance Sheet Data:


12/31/09



9/30/10Cash

$
23


$
12,383Deposits

$
0


$
16,458Construction in Progress

$
60,073


$
113,929Total assets

$
60,096


$
142,770Accts payable accrued expenses

$
354,095


$
906,954Loan Payable – Other

$
300,000


$
160,000Loan Payable – Related Party

$
270,290


$
225,946Total liabilities

$
924,385


$
1,292,900Stockholders' equity (deficit)

$
(864,289
)

$
(1,150,130
)





As of September 30, 2010, the Company had a balance of cash in the bank in the amount of $12,383 and had accounts payable to vendors and accrued expenses in the amount of $906,954 compared to a balance of cash in the amount of $23 and accounts payable to vendors and accrued expenses in the amount of $354,095 as of December 31, 2009. This increase in cash in the amount of $12,360 was the result of working capital loans. The increase in accounts payable to vendors and accrued expenses in the amount of $552,859 was a result of increase in accrued executive salaries and accrued payroll taxes as well as consulting services in the engineering and design related to the equipment and building projections and landfill testing concerning the Sheboygan, Wisconsin plant.





As of September 30, 2010, the Company had a loan payable-other in the amount of $160,000, compared to a loan payable of $300,000 as of December 31, 2009.  The $160,000 is made up of one loan to a private party and explained further in the notes to the financial statements.  This loan was used for working capital.  The loan payable to related party was a working capital loan to the Company in the amount of $225,946 by its chief executive officer, Mr. Gary DeLaurentiis.





As of September 30, 2010, cash provided by financing activities since inception was $1,163,886 compared to $343,853 as of December 31, 2009. $30,000 resulted from the sale of shares to our officers and directors, $980,323 as a result of a loan from a related party, the Company CEO and $153,563 (net) was a result of loans from two private parties.





The Company received $215,000 on March 31, 2010 from HE Capital, SA as a loan and an additional $35,000 on April 9, 2010.  However, the loan was not signed until April 14, 2010.  The Company recorded the loan on March 31, 2010.  The Company also accrued interest of $2,111 on these notes through September 30, 2010.   These amounts were converted into 252,111 shares of common stock on May 13, 2010 in full payment of the notes.  On August 6, 2010, HE Capital loaned the Company $100,000 and loaned the Company an additional $50,000 on September 13, 2010.  These loans are for one year with 8% interest rate. The cash was used for operations of the Company during its development stage.Interest incurred on the $150,000 through September 30, 2010 and accrued as of September 30, 2010 is $1,444.





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.







26








Item 3. Quantitative and Qualitative Disclosures about Market Risk.





Not applicable.





Item 4T.  Controls and Procedures.





Evaluation of Disclosure Controls and Procedures





Our principal executive and principal financial officers have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) or 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report.  They have concluded that, based on such evaluation, our disclosure controls and procedures were not effective due to the material weaknesses in our disclosure controls and procedures over financial reporting as of September 30, 2010, as further described below.





The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:





(1)
lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;





(2)
inadequate segregation of duties consistent with control objectives; and





(3)
ineffective controls over the period end financial disclosure and reporting processes.





The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with their review of our financial Statements as of September 30, 2010.  These material weaknesses can be rectified by an injection of funding needed to hire personnel to fill the positions needed to carry out the necessary duties for adequate internal controls.  Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.





Management’s Remediation Initiatives





In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal disclosure controls and procedures, we have initiated, or plan to initiate when funding permits, the following series of measures:





We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. Further, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.





Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.





We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2010. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2010.





Changes in Internal Controls Over Financial Reporting





There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.





PART II


Item 1. Legal Proceedings.





We are not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.




27





Item 1A. Risk Factors.





Not applicable.





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





None.





Item 3. Defaults Upon Senior Securities.





None





Item 4. (Removed and Reserved).





Item 5. Other Information.





On August 6, 2010, HE Capital loaned the Company $100,000 and loaned the Company an additional $50,000 on September 13, 2010, and the Company issued HE Capital promissory notes with respect to such loans. The notes bear interest at the rate of 8% per annum, payable upon maturity. The August 6, 2010 matures on August 8, 2011 and the September 13, 2010 note matures on September 14, 2011.





Changes in Nominating Process





There are no material changes to the procedures by which security holders may recommend nominees to our board of directors.





Item 6. Exhibits.





Exhibit No.

Description10.1

8% Promissory Note, dated August 6, 201010.2

8% Promissory Note, dated September 13, 201031.1

Section 302 Certification of Principal Executive Officer31.2

Section 302 Certification of Principal Financial Officer32.1

Section 906 Certification of Principal Executive Officer32.2

Section 906 Certification of Principal Financial Officer





28





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:  November 9, 2010
By:
/s/ Gary M. DeLaurentiisGary M. De LaurentiisChief Executive Officer(Principal Executive Officer)





Date:  November 9, 2010
By:
/s/ Wayne LeggettWayne LeggettChief Financial Officer(Principal Financial Officer and  Accounting Officer)














29





EXHIBIT INDEX





Exhibit No.

Description10.1

8% Promissory Note, dated August 6, 201010.2

8% Promissory Note, dated September 13, 201031.1

Section 302 Certification of Principal Executive Officer31.2

Section 302 Certification of Principal Financial Officer32.1

Section 906 Certification of Principal Executive Officer32.2

Section 906 Certification of Principal Financial Officer





30