UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





x
            Annual Report under Section 13
      or 15(d) of the Securities Exchange Act of 1934
              
              For the fiscal year ended December 31,
      2008




o
            Transition
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934




333-141035





(Commission
file number)









NEW GREEN
TECHNOLOGIES,  INC.


(Exact
name of registrant as specified in its charter)




Florida
                  
                  88-0409143(State
      or Other Jurisdiction  of Incorporation or
      Organization)
                  
                  (IRS
      Employer Identification
No.)




334
S. HYDE PARK AVE., TAMPA, FLORIDA 33606


(Address
of Principal Executive Offices) (Zip Code)





813-944-3185


(Registrant's
Telephone Number)




Securities
Registered Under Section 12(b) Of The Exchange Act:





Title Of
Each Class       n/a


Name Of
Each Exchange On Which Registered       n/a





Securities
Registered Pursuant to 12(g) of the Exchange Act:





Title Of
Each Class


Common
Stock, $.001 Par Value


Preferred
Stock, Series A, $.001 Par Value




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
  Yes o No x
  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
  Yes o No x
  Indicate by check mark
whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.




Yes xNo o




1




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 402 of Regulation S-T (§ 229.405 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 o    
No x(Not
Required).




Indicate by check mark if
disclosureof delinquent filers pursuant to
Item 405 of Regulation S-K (§ 229.405 of this
chapter) is notcontained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x




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


Large
      accelerated filer
                o
                
                Accelerated
      filer
                oNon-accelerated
      filer
                o
                (Do
      not check if 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 oNo x





The
Issuer's revenues for the year ended December 31, 2008 were $0.





The
aggregate market value of Common Stock held by non-affiliates of the registrant
at April 14, 2009, based upon the last reported sales prices on the NASDAQ
Global Market of $0.034 was $1,061,088.





As of
April 14, 2009, there were approximately 33,175,620 shares of Common Stock
outstanding (excluding treasury shares) and 28,517 shares of class “A” preferred
stock issued and outstanding.





2





TABLE
OF CONTENTS







PART I
                                                      PageItem
      1.
                                                      Business
                                                      4Item
      1A.
                                                      Risk
      Factors
                                                      7Item
      1B.
                                                      Unresolved Staff
      Comments
                                                      7Item
      2.
                                                      Properties
                                                      7Item
      3.
                                                      Legal
      Proceedings
                                                      8Item
      4.
                                                      Submission
      of Matters to a Vote of Security Holders
                                                      8PART IIItem
      5.
                                                      Market
      for Registrant’s Common Equity and Related Stockholder Matters
      and
      Issuer Purchases of Equity Securities
                                                      8Item
      6.
                                                      Selected
      Financial Data
                                                      10Item
      7.
                                                      Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                      10Item
      7A.
                                                      Quantitative and
      Qualitative Disclosures About Market Risk
                                                      12Item
      8.
                                                      Financial
      Statements and Supplementary Data
                                                      12Item
      9.
                                                      Changes
      in and Disagreements With Accountants on Accounting and Financial
      DisclosureItem
      9A(T).
                                                      Controls
      and Procedures
                                                      13Item
      9B.
                                                      Other
      Information
                                                      13PART IIIItem
      10.
                                                      Directors,
      Executive Officersand Corporate
      Governance
                                                      13Item
      11.
                                                      Executive
      Compensation
                                                      14Item
      12.
                                                      Security
      Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matter
                                                      15Item
      13.
                                                      Certain
      Relationships and Related Transactions, and
      Director Independence
                                                      16Item
      14.
                                                      Principal Accounting
      Fees and Services
                                                      17PART
      IVItem
      15.
                                                      Exhibits, Financial
      Statements Schedules
                                                      18SIGNATURES
                                                      18






3




PART
I





ITEM
1. BUSINESS





GENERAL
INFORMATION ABOUT NEW GREEN TECHNOLOGIES, INC.




HISTORY
OF COMPANY




On
January 10, 2003, Home Services International, Inc. (“HSVI”) was merged from a
prior company. HSVI intended to acquire, establish joint ventures and develop
such businesses. HSVI was presented with a business plan for a unique
alternative energy technology by the management of Internal Command
International (“ICI”), a Florida based private firm.  HSVI felt that
the Energy Commander technology for low impact hydro power production presented
a unique opportunity.  HSVI saw ICI’s technology as fulfilling a
unique niche in the energy market.  Thus, HSVI sought to acquire the
technology and related expertise through the reverse merger
process.





On
January 2, 2004, ICI entered into a merger agreement with HSVI. HSVI issued
27,500,000 shares of its Series A Preferred stock to the shareholders of
ICI.  In connection with this acquisition, the merged companies’ name
was changed to Internal Hydro International, Inc. (“IHDR”).  On
February 4, 2004, the Company’s domicile was changed to Florida.  ICI
was not a related party.





As a
result of the merger transaction with HSVI, the former ICI stockholders obtained
control of HSVI's voting stock. For financial accounting purposes, the
acquisition was a reverse acquisition of HSVI, under the purchase method of
accounting, and was treated as a recapitalization with the ICI as the
acquirer.





On
February 20, 2007, we changed our name to Renewable Energy Resources,
Inc.





On May
27, 2008 we changed our name to New Green Technologies, Inc (New Green, or the
Company).  We are a publicly traded company listed on the OTC
Electronic Bulletin Board and our Symbol changed on July 3, 2008 under the
symbol "NGRN”". The symbol and name change reflect the Company’s broader range
of business endeavors to include the development of energy, green energy and
biofuel projects. Our offices are located at 334 S. Hyde Park Ave., Tampa,
Florida 33606. Our website is www.newgreentech.us.








BUSINESS
STRATEGY





We are a
development stage enterprise. We have acquired the Catalytic Activated Vacuum
Distillation Process (CAVD) and a Submerged liquid plasma system from EarthFirst
Technologies, Inc. (EarthFirst) in May 2008. The acquisition of the assets and
technologies was accomplished by the issuance of 6.1 million shares of the
Company’s common stock. We acquired the technologies to broaden our
technology base, and to expand the Company’s entry into the renewable energy
area. The CAVD and Plasma systems were designed, built and patented through
years and millions of dollars in research and development under EarthFirst. CAVD
has been commercialized for use for the production of carbon and fuels from
tires, through an independent company, RCT, which is privately held and not
related to New Green. New Green owns the rights to all of the intellectual
property and uses for the CAVD besides tires, which reside in RCT. New Green
keeps relations with RCT, and RCT has of April 2009, received two large scale
plant purchases and are delivering their first plant in Missouri in April. Given
the advanced state of the CAVD technology, New Green sought to position itself
in all areas of the other available feedstocks for commercial use of the CAVD.
These include automobile shredder residue (ASR), plastics, carpet waste, citrus
and other bio wastes, waste wood, construction waste, tobacco waste, and
numerous other waste materials. New Green, in its purchase from EarthFirst
received a mobile semi-trailer mounted CAVD reactor, which has the ability
to run any feedstock for verification. With the mobile facility coming on line,
New Green will be able to use chemical testing of the feedstocks to prove out
the energy potentials which were previously proven at the larger facility of the
prior plant, and for similar feedstocks for the production of energy through
electricity or through fuel processing.














4





ITEM 1. BUSINESS-
continued




BUSINESS STRATEGY -continued





New Green
is working closely with Florida
Department ofEnvironmental Protection to assure that all processed waste
will be permitted or exempted for testing on an ongoing basis.





New Green
and Green Energy Solutions, Inc. (GES), have entered into a joint venture to
establish a large scale project in Alberta Canada, and is seeking, and has
entered a proposal for a grant to study wood waste to power conversion using the
CAVD technology.  The large amount of waste wood stockpiles will be
studied for energy production, as well as being an answer to rid areas of toxic
leaching wood from construction waste, railroad ties and other wood
waste.  The bid process is being funded by Alberta Energy. The bid is
for a full feasibility study to use the CAVD pyrolisis gasification process
owned by NGRN, to the waste into oil and gas, and potentially use a plasma
system, which New Green also has in its inventory. The joint venture would use
their considerable resources to complete the feasibility study, and to source
funding for the full commercial plant and operations for the
project.





GES and
New Green proposed to initiate a full feasibility study for the project, under a
bid solicitation from Alberta Energy. If found acceptable, the CAVD operation
for some wood waste feedstock piles could support a 200 ton a day plant for
years, from identified existing stockpiles, and perpetually with new waste being
brought in. The plant would be modular and be able to be set up at different
locations, if necessary. The system has been proven with numerous feedstocks,
such as tires, carpet waste, and bio-waste, and was found to be emissions
friendly.





The
project will encompass using modular CAVD technology in a large plant to reduce
the volume of the stockpiled construction debris, and if necessary, New Green’s
plasma system to convert any hazardous materials remaining in the concentrated
waste to cleaner burning gas.  The system will be studied to use the
recovered oil and gas for electrical production, using commercially available
power generation systems, which New Green has identified, or reciprocating
engines.  Material remaining after gasification will undergo plasma
pyrolysis, which also creates a combustible gas for electrical production. New
Green and GES expect the feasibility bid to be awarded by the end of May,
2009.





New
Green’s Energy Commander technology has now been studied and is being examined
for use in the gas line and well industry for the production of electricity. New
Green is seeking to enter into a licensing agreement for the production and
marketing of the Energy Commander for use in the gas sector. The technology,
which was originally derived for use with air and gas substances looks to be
built for prove out and commercial use for creation of electricity in the large
pressure natural gas wells. The use of the Energy Commander technology is
expected to reduce the amount of Carbon Dioxide released from well operations,
and provide efficient electricity for well use. The technology, which uses small
amounts of pressure to create electricity from water flow, can use the massive
amounts of gas pressure available to supply all electrical needs for natural gas
well operations on site.





New
Green’s clean energy power system, the Energy Commander, is a patented
technology, utilizing waste water, fluid or gas flow from any source where flow
pressure is present, and yet wasted, to create electricity.  While
NGRN concentrates its efforts on its other waste to energy technologies, the
Energy Commander will be developed through third parties to use its ability to
take in the wasted pressure flows of gas wells to create electricity for use at
the wells, to power filters and power needed at the well sites, including pumps.
The Energy Commander was originally designed for use with air systems, so its
adaptability for use with large pressures available from gas wells is expected
to be technologically an easy fit. Any fluid, including gas goes through the
heart of the patented Energy Commander system, into positive a displacement set
of cylinders that creates massive mechanical forces, all of which is transferred
to a generator creating both electricity, and optional air pressure, both being
for direct use or storage. The gas then moves out of the unit, to its original
destination pipeline, through the use of available reintroduction technologies.
With tens of thousands of natural gas well heads in production in North America,
the potential for use of the Energy Commander is considered to be
substantial.




New
Green’s management has chosen to concentrate on its efforts with its CAVD system
for waste to oil and gas production, and has advised its EU partner, Cm2 of
Italy, that all agreements are henceforth cancelled due to their non-performance
with the technology for hydro use. As well, New Green has concluded its
relationship with Regent Machine Products, with the freeing of the final shares
held in escrow from a lawsuit which was settled between the parties in 2007.New Green is not certain which version of the Energy Commander
(EC) will be used in the gas well operations, whether it be the Energy Commander
IV or the Energy Commander V style system. New Green will let associated
engineers decide the best type to use in this application.





New
Green, with the acquisition from EarthFirst, also acquired all rights to a
submerged plasma arc system, including a large prototype which is used to
process waste fuels, and fluids for conversion into rich gas products. Submerged Plasma Arc Pyrolysis
is designed to recycle a variety of liquid materials into a clean burning,
combustible fuel.  Some of the materials for which this unit was
designed to convert to a useful, combustible gas
include:  chemical/hydrocarbon contaminated soil effluent, PCB
contaminated transformer oil, water/land-based oil spills, refinery pit oil,
antifreeze,  solvents,  processing oils, hazardous runoff
water, paint sludge, crankcase sludge, bilge water, tank bottoms, and chemical
wash water.  AquaFuel is produced by using water as a
feedstock.  AquaFuel is a non-fossil, combustible synthesis gas that
results from the introduction of an electric arc under water in the presence of
carbon electrodes.  The AquaFueler 1500 makes up to 3,000 cubic feet
of clean-burning AquaFuel per hour for about five cents per cubic
foot.  Rod shaped carbon electrodes are automatically fed into the
liquid-filled AquaFuel generation chamber.  Liquids used in the
process can range from salt water to raw sewage.  MagnegasTM is
produced using this technology with a non-water feedstock. New Green will be
seeking to develop marketing and use of the Plasma technology, possibly in
conjunction with the use of the CAVD system as an additional energy production
ability after use of the CAVD system on certain feedstocks.








5




ITEM 1. BUSINESS-
continued
  BUSINESS
STRATEGY -continued




We have a
permanent assignment of the patent for the Energy Commander technology from the
inventor. Other intellectual property patents on the new technology will be
generated into patent pending status before and commensurate with fielding.
Additional patents will, in the opinion of management, be generated from
improvements in the technology.





The EC
technology is still believed to have use in the waste water flow as well, which
has not achieved commercial acceptance or orders yet. The EC system has several
advantages over all other alternative energy technologies. The EC system
represents the first time, to our knowledge, that a technology used the positive
displacement of water pressure to create mechanical force to create
electricity.  The advantages of the EC are numerous. Primarily, the
system is designed for installation to take advantage of waste flows of
water.  Therefore, the cost of the energy to produce electricity will
be virtually, if not literally, free.  Second, the EC units will take
up very little space; an EC unit takes up 1/100 the space of a solar array to
gain the same amount of electrical output. Third, the system will sell for
approximately $45,000, or $1500 per KW, which is competitive with other power
generation devices. This means either high profit or low electrical cost making
for a more competitive market entry.





Our goal
is to become a major contributor to the renewable energy segment of the United
States and European economies. The demand for alternative energy sources has
increased significantly as oil prices continue to remain high.  Our
CAVD, Plasma, and EC technologies provides reliable electricity and production
of oil and gas at a lower cost than current alternatives, and does so with free
flows of wasted water or gas and waste oils and feedstocks for the CAVD and
plasma.





In
today’s energy and renewable energy market, the positions of the players have
stagnated. The renewable energy market has hinged around the six per cent mark
for a number of years. We are targeting customers and industries with high
electric utility costs and access to flow pressures of gas or
fluid.  We are placing special emphasis on the textile, oil and gas
refining and drilling, home development, agricultural, and poultry, all of which
have communicated great interest in placement of units. We are also targeting
municipal, county, state and federal government facilities, including the U.S.
military.





The EC
technology will have many applications in rural and third world areas. In the
United States alone, there are over 70,000 dams that do not produce electricity,
but many are capable of doing so with no environmental impact. The technology
has numerous applications in third world areas where ready access to natural
flow exists. Typically these areas will not support conventional hydropower
systems but will support constant 24 hour a day power from the EC.





However,
since inception, we have suffered recurring losses from operations and have been
dependent on existing stockholders and new investors to provide the cash
resources to sustain our operations.





Our
long-term viability as a going concern is dependent on certain key factors, as
follows:




●
            Our
      ability to continue to obtain sources of outside
      financing.




●
            Our
      ability to increase profitability and sustain a cash flow level that will
      ensure support for continuing
operations.




●
            Our
      ability to generate sustainable revenue and cash
      flow.






ACQUSITIONS
OF SIMILAR TECHNOLOGIES





CM2
AGREEMENT:




In July,
2008, the Company informed CM2 that the agreement between the parties was no
longer in force since Cm2 seemingly had the inability to move forward with the
Energy Commander project. New Green has identified better relations for
production of the Energy Commander for use in the gas arena.





KINETIC
ENERGY





On July
8, 2004, we entered into a strategic partnership agreement with Kinetic Energy
Systems, Inc. (“Kinetic”), a privately held Florida Corporation. Kinetic has
developed patented hydro and wind technologies, including the Hydrokinetic
Generator, Offshore Energy Platform, KESC Bowsprit Generator and the KESC Tidal
Generator. These technologies generate electrical power or hydrogen using
kinetic energy from moving water such as tides and wind. We issued 1,250,000
shares of treasury stock for 20% of the shares of the private
company.  We also agreed to assist in the development of Kinetic’s
technology and have a license for the underwater and over water power
generation. The Hydrokinetic Generator is at the prototype and engineering
stage. The Offshore Energy Platform is at the prototype and engineering stage.
The KESC Bowsprit Generator is at the prototype and engineering
stage.





The
Bowsprit is being designed for prototyping in the dual role of hydrogen
production. The KESC Tidal Generator is at the engineering and prototype stage.
New Green still considers its investment into the Kinetic program by the earlier
exchange of shares, as being a potential profitable relationship, and considers
the Kinetic system to be viable for potential future ownership of their
stock.






6




ITEM
1. BUSINESS-
continued




ACQUSITIONS OF SIMILAR
TECHNOLOGIES -
continued




THE
SPRINGFIELD ENERGY PROJECT





On
September 25, 2006, we entered into an agreement with Wastech, Inc. (WTCH.PK) to
form the Springfield Energy Project (“SEP”).  SEP is a joint venture
with WTCH to acquire an old coalmine complex in Illinois.  Over many
years, millions of tons of waste coal were deposited in a slurry area on the
site.  Other coal waste was pushed into gob piles.  (Gob is
the waste coal from bituminous coal mining regions).  The slurry area
is not covered or reclaimed because the coal fines were disposed before current
reclamation regulations were in effect.  The site’s permit allows the
removal of the coal fines and also the disposal of coal combustion waste (fly
ash) at the site.  The sale of coal fines and the collection of tip
fees to dispose of ash is the primary source of revenue for the
project.





Due to
new scrubber technology at electrical generating facilities, coal fines have
become a desirable commodity.  The coarse, free-flowing coal fines in
the slurry area can be sold as fuel in fluidized bed boilers or specially
designed pulverized coal boilers.  Potential customers for the coal
fines are located within a short distance of the
project.  Negotiations with potential customers for long-term coal
purchase agreements and ash disposal agreements were attempted and some
agreements were made.





WTCH was
never able to make the financing for acquisition of the land area where the SEP
project had identified the project site in Illinois. SEP was unable to find
funding within the option period which ended on December 31, 2007, and NGRN
considers the project to be non-functioning, even with the investment for
additional time that NGRN made into the project. The SEP project has therefore
ceased to exist and the company’s investment written off.







GOING
CONCERN RISK





We have
had and could have losses, deficits and deficiencies in liquidity, which could
impair our ability to continue as a going concern.




Based on
our financial statements, certain factors raise substantial doubt about our
ability to continue as a going concern.  Since our inception, we have
suffered recurring losses from operations and have been dependent on existing
stockholders and new investors to provide the cash resources to sustain its
operations.  The above factors represent a continuing concern about
out our ability to fully establish ourselves as a going concern.






IMPLEMENTATION
OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING




We must
obtain financing to fund the expansion of operations.  Such outside
financing must be provided from the sale of equity or third party
financing.  Further, the sale of equity securities will dilute our
existing stockholders' interests, and borrowings from third parties could result
in our assets being pledged as collateral.  While we are currently
able to fund all basic operating costs, it is possible our operations could be
restricted if loan terms increase our debt service
requirements.  There is no assurance that we can obtain financing on
favorable terms.






EMPLOYEES




As of
December 31, 2008, the Company had 3 full time
consultants.  Additionally, other consultants are engaged on an as
needed basis.







ITEM
1A. RISK FACTORS




Not
Required






ITEM
1B. UNRESOLVED STAFF COMMENTS




Note
Required






ITEM
2.  PROPERTIES





Our
principal executive offices are located at 334 S. Hyde Park Ave., Tampa, FL
33606 with approximately 1500 square feet of office space rented from the former
Chairman of the Board of Directors, and Secretary, Mark Pena.





Management
will continue to assess our needs for office space as we continue to expand our
business.







7




ITEM
3. LEGAL PROCEEDINGS





On March
14, 2007, a lawsuit was filed in the Circuit Court of the Thirteenth Judicial
Circuit of the State of Florida, in and for Hillsborough County Circuit Civil
Division (Case No.: 07-003056). The Plaintiff in the case is Lior Segal, the
former CFO of Renewable Energy Resources, Inc. and the defendant is Renewable
Energy Resources, Inc.





Mr. Segal
claimed he was owed compensation of $4,500 for his work while employed by
Renewable Energy Resources, Inc. and in addition, he had taken restricted shares
of stock in lieu of cash compensation and since he is no longer with the
Company, would like to return the restricted shares of stock and receive $22,500
in cash compensation in lieu of the restricted stock.





A
judgment in favor of Mr. Segal was rendered on January 28, 2008 in the amount of
$27,000 plus interest and costs.  Mr. Segal will be returning the
shares that he had received.





On April
23, 2008 the Company received notice of a lawsuit which was filed in the State
of Alabama against the Company and several other defendants. The Plaintiff in
the case is GA Energy LLC. et al v. Earthfirst Technologies, Inc et al;
CV2008-900053.  GA Energy is seeking the return of a $200,000 partial
payment made for technology. In June, the Company sent a Demand Letter for
$150,000, the balance of the monies owed under the contract.  On July
14, 2008, the Company filed suit in Florida under the same contract seeking
performance by GA Energy LLC.  The company filed this lawsuit in
Hillsborough against Glen Acres for failing to respond to a June 6, 2008 demand
letter for payment of $150,000 as described in a 2006 technology contract.
Management believes the Company will be successful in it pursuit of GA Energy
LLC.





On
February 18, 2009 an Order was entered in the Circuit Court of Morgan County,
Alabama to dismiss the suit on the basis of improper venue. The dismissal was
without prejudice.





On
December 5, 2008 the Company received notice of a lawsuit which was filed in the
State of Florida against the Company.


The
Plaintiff in the case is Hyepong Cain et al v New Green Technologies Inc Case
No: 08-CA-08406.  Hyepong Cain is seeking repayment of a July 22, 2004
loan of $20,000 plus interest.





The
Company believes the case has no merit.







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





None.






PART
II





ITEM
5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





We first
started trading on June 13, 2002 under the name Tel-Voice Communication, Inc. on
the Over The Counter Bulletin Board (“OTCBB”).  In January, 2002, we
started trading under the name Home Services International,
Inc.   under the symbol “HSVI.”  On January 2, 2004,
Internal Command International, Inc. (a private company) merged with Home
Services International, Inc. (a publicly traded company under symbol of HSVI) to
become Internal Hydro International, Inc. On January 16, 2004, the trading
symbol was changed from HSVI to IHDR.





On July
27, 2004, the Board of Directors approved a 5 to 1 stock split of our common and
preferred stock to become effective September 10, 2004.  The stock
split increased the number of outstanding shares of common stock from 2,875,279
to 14,376,395 and the number of outstanding shares of preferred stock from
5,750,000 to 28,750,000 as of September 10, 2004. All references to our common
and preferred stock in the financial statements have been restated to reflect
the stock split.





On
February 20, 2007, we changed our name to Renewable Energy Resources, Inc. and
obtained a new trading symbol on the OTC Bulletin Board of “RENW.”





On March
2, 2008, the Board of Directors approved a 1for 30 reverse of our common and
preferred stock to be effective April 30, 2008. The stock reverse reduced the
number of outstanding shares of common stock from 206,380,800 to 6,879,360 and
the number of outstanding shares of preferred stock from 855,180 to 28,517
as of April 30, 2008. All references to our common and preferred stock in the
financial statements have been restated to reflect the stock reverse
split.








8




ITEM 5.  MARKET
FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES -
continued




On May
27, 2008 we changed our name to New Green Technologies, Inc. and obtained a
new trading symbol on the OTC Bulletin Board of “NGRN”.





As of
April 14, 2009, we had 33,175,620 shares of common stock outstanding
and 28,517 shares of class “A” preferred stock outstanding.




Set forth
below are the high and low closing bid prices for our common stock as reported
on the OTC Bulletin Board for the last two fiscal years.





Quarter
                        
                        High
                        
                        
                        Low2007First
      Quarter
                        
                        $
                        .106
                        
                        
                        $
                        .062Second
      Quarter
                        
                        $
                        .069
                        
                        
                        $
                        .025Third
      Quarter
                        
                        $
                        .039
                        
                        
                        $
                        .013Fourth
      Quarter
                        
                        $
                        .022
                        
                        
                        $
                        .0112008First
      Quarter
                        
                        $
                        .45
                        
                        
                        $
                        .15Second
      Quarter
                        
                        $
                        .50
                        
                        
                        $
                        .105Third
      Quarter
                        
                        $
                        .28
                        
                        
                        $
                        .06Fourth
      Quarter
                        
                        $
                        .08
                        
                        
                        $
                        .025





The above
quotations represent inter-dealer quotations without retail markup, markdown or
commissions and may not represent actual transactions.





The bid
price of our common stock was $.034 per share on April 14, 2009.







RECORD
HOLDERS





As of
April 14, 2009, we had approximately 1,288 shareholders of record.






SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS FOR FISCAL YEAR ENDED
DECEMBER 31, 2008




Number
      of Securities to be issued upon exercise of outstanding options, warrants
      and rights
                                      
                                      
                                      Weighted-average
      price of outstanding options warrants and rights
                                      
                                      
                                      Number
      of Securities
                                        remaining
      available for future issuance under equity compensation plans(excluding
      securities reflected in column (a))(a)
                                      
                                      
                                      (b)
                                      
                                      
                                      (c)Equity
      compensation plans approved by security holders
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Equity
      compensation plans not approved by security holders
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0TOTAL
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0







OUR
TRANSFER AGENT IS:





Island
Stock Transfer


100
2nd
Avenue South #104 N.


St.
Petersburg, Florida  33701







DIVIDENDS





We have
never declared or paid any cash dividends on our common stock.  Any
future determination relating to dividend policy will be made at the discretion
of our Board of Directors and will depend on a number of factors, including the
future earnings, capital requirements, financial condition and future prospects
and such other factors as the Board of Directors may deem relevant.






9




ITEM 5.  MARKET
FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES -
continued
  RECENT
SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM UNREGISTERED
SECURITIES




During
the last quarter of our fiscal year ended December 31, 2008, we completed the
following transactions in reliance upon exemptions from registration under the
Securities Act of 1933, as amended (the "Act") as provided in Section 4(2)
thereof.  Each certificate issued for unregistered securities contained a
legend stating that the securities have not been registered under the Act and
setting forth the restrictions on the transferability and the sale of the
securities.  None of the transactions involved a public offering and no
commissions were paid.  We believe that each person had knowledge and
experience in financial and business matters that allowed them to evaluate the
merits and risks of our securities.  We believe that each person was
knowledgeable about our operations and financial condition




None.






ITEM 6.
SELECTED FINANCIAL DATA




Not
Required






ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion and analysis should be read in conjunction with our
financial statements and related footnotes for the years ended December 31, 2008
and 2007 included in this Annual Report.





GENERAL





New Green
Technologies, Inc. (the “Company”) was organized on December 31, 1996 as
Tel-Voice Communications, Inc., a Nevada Corporation. On January 6, 2003, the
Company changed its name to Home Services International, Inc. On January 2,
2004, we entered into a merger agreement with Internal Command International,
Inc. and on January 13, 2004, the name of the Company was changed to Internal
Hydro International, Inc. Our domicile was moved to Florida on February 4, 2004.
On February 20, 2007, we changed our name to Renewable Energy Resources, Inc. On
May 27, 2008, we changed our name to New Green Technologies, Inc. We are a
publicly traded company listed on the OTC Electronic Bulletin Board under the
symbol "NGRN”. Our offices are located at 334 S. Hyde Park Ave., Tampa, Florida
33606. Our website is www.newgreentech.us.







RESULTS OF
OPERATIONS




Our
operations during 2008 concentrated on gaining new renewable energy technologies
which were at or close to commercial applications, sales and revenue, as well as
concentrating on moving the existing Energy Commander technology into a position
where it could be commercially operable, with no or little funding from the
Company.





In March
2008, we were successful in acquiring the CAVD and plasma technologies from
World Environmental Services Co. Inc.  The Company had previously paid
a licensing fee for limited utilization and now owns the technology, except for
the tire application. In the acquisition, we also acquired a mobile CAVD
reactor, which was built to run numerous feedstocks, and which we have moved to
Tampa, to be prove out new feedstocks, and as a marketing tool to make plant
sales, and for energy creation.  We are currently focused on using our
newly acquired technology to move forward in the bio-fuel and waste flow
industries.  With the CAVD technologies, the Company can now make
significant impact in the newly emerging bio-fuel and other waste industries. By
the use of non-foodstock waste streams, we are concentrating on locking up the
rights to already proven feedstock through the CAVD system, and other related
feedstocks, for the build out of plants owned by the company, or sold in
licensing agreements by the company, or in joint ventures, for many
feedstock.  Our new technology is the Catalytic Activated Vacuum
Distillation (CAVD) system which is an exclusively patented technology, which
allows waste products, such as DDG, carpet waste, algae, citrus waste, tobacco
waste, municipal waste, and others, to be converted into a bio-fuel and
gas.  We have also acquired a plasma arc to energy technology along
with a patented technology using waste water, fluid or gas flows to create
electricity.  Our unique hydro technology the Energy Commander is
being geared for use in the gas industry. We do not have rights to the use of
the tire technology component for the CAVD. Our acquisition of the submerged
plasma arc technology will have potential future revenues after completing
development and presenting of the system to potential buyers.





With the
new management taking place in January, 2008, it was determined that former
management of the Energy Commander and the agreement with Cm2 would be changed,
and that other technologies would be sought and acquired from known relations
with other companies, such as EarthFirst Technologies, with the CAVD
systems.






COMPARISON
OF YEAR ENDED DECEMBER 31, 2008 TO YEAR ENDED DECEMBER 31, 2007





Revenues
were $0 in both 2008 and 2007. The net loss of $1,680,184 for year ended
December 31, 2008 compared to the net loss of $2,069,085 for the year ended
December 31, 2007 was $388,901 less due to a several factors. Selling, general
& administrative expenses decreased by $587,784. The majority change was a
reduction of $752,559 in stock issued for services from $1,578, 586 to $826,026,
offset by an increase in interest expense from $10,940 in 2007 to $99,000 for
the year ended December 31, 2008. In addition, the Company wrote off its
investment of $50,000 in SEP and recognized by expensing, the $83,787 unrealized
loss on the Langley Investment.




10




ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -
continued




LIQUIDITY
AND CAPITAL RESOURCES





We intend
to commercialize the CAVD technology.  The Energy Commander systems
will be commercialized through third parties.  There can be no
assurance that any of the plans developed will produce cash flows sufficient to
ensure long-term viability.





We have
incurred additional deficits in cash flow from operating activities. These
deficits have been funded from loans from shareholders. We are in discussions
with potential funding sources. There can be no assurances that we will be
successful and will produce cash flows sufficient to ensure its long-term
viability.





Forward
looking statements





We are
including the following cautionary statement in this Form 10-K to make
applicable and take advantage of the safe harbor provision of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made
by, or on behalf of, New Green Technologies, Inc. Forward-looking statements
include statements concerning plans, objectives, goals, strategies,
expectations, future events or performance and underlying assumptions and other
statements which are other than statements of historical facts. The statements
contained herein and other information contained in this report may be based, in
part, on management's estimates, projections, plans and judgments. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or those
anticipated. In this report, the words "anticipates", "believes", "expects",
"intends", "future", "plans", "targets" and similar expressions identify forward
looking statements. Readers are cautioned not to place undue reliance on the
forward-looking statements contained herein. We undertake no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that may arise after the date hereof. Our expectations, beliefs
and projections are expressed in good faith and are believed to have a
reasonable basis, including without limitations, management's examination of
historical operating trends, data contained in our records and other data
available from third parties, but there can be no assurance that management's
expectations, beliefs or projections will result or be achieved or accomplished.
In addition to other factors and matters discussed elsewhere herein, the
following are important factors that could cause actual results to differ
materially from those discussed in the forward-looking statements: our
dependence on limited cash resources, dependence on certain key personnel within
the Company, and the ability to raise additional capital; our ability to obtain
acceptable forms and amounts of financing; the demand for, and price level of,
our products and services; competitive factors; the ability to mitigate
concentration of business in a small number of customers; the evolving industry
and technology standards; the ability to protect proprietary technology; the
dependence on key personnel; and our ability to efficiently manage our
operations. Accordingly, actual results may differ, possibly materially, from
the predictions contained herein.







UNCERTAINTIES:





Development
Stage Company





We are in
the development stage. There is no assurance that our activities will be
profitable. The likelihood of our success must also be considered in light of
the problems, expenses, difficulties, complications, delays and all of the
inherent risks frequently encountered in the formation and operation of a
relatively new business.





Going
Concern





The
financial statements are presented on the basis that we are a going concern,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business over a reasonable length of time.





Management
believes that current plans to expand our operations and a combination of
financing and capital raising plans will provide sufficient working capital to
allow us to continue as a going concern.





Costs
of Conducting Business





We will
still incur costs for research and development; however, the major work on the
CAVD has been completed.  Marketing efforts will be expanded as units
become available.  The ability to generate a profit depends, among
other factors, on the amount of revenues from the sale of our products and our
operating costs.





Technological
Change





We expect
that many new technologies and products will be introduced over the next several
years. Our success will depend, among other things, on our ability to develop
and maintain a competitively positioned technologically. There can be no
assurance that we will have access to subsequently developed technologies by
other persons. Technological advances by a competitor may result in our present
or future products becoming noncompetitive or obsolete. We cannot be assured
that competitors will not develop functionally similar or superior products,
which events could have an adverse effect on our business.






11




ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS-
continued




UNCERTAINTIES -
continued


Contracts





There can
be no assurance that we will be able to obtain sufficient and suitable contracts
for our business plan.





Fluctuations
in Operating Results





Our
revenues and results of operations may vary significantly in the future. Our
revenues and results of operations are difficult to forecast and could be
adversely affected by many factors, some of which are outside our control
including, among others, the expected relatively long sales and implementation
cycles for our products; the size and timing of individual license transactions
and joint venture arrangements; seasonality of revenues; changes in the our
operating expenses; changes in the mix of products sold; timing of introduction
or enhancement of our products or our competitors; market acceptance of new
products;  changes in technology; personnel changes and difficulties
in attracting and retaining qualified sales, marketing, technical and consulting
personnel; changes in customers' budgeting cycles; quality control of
products sold; and economic conditions generally and in specific industry
segments.





There can
be no assurance that our products will achieve broad market acceptance or that
we will be successful in marketing our products or enhancements thereto. In the
event that our current or future competitors release new products that have more
advanced features, offer better performance or are more price competitive than
the our products, demand for the our products would decline. A decline in demand
for, or market acceptance of, our products as a result of competition,
technological change, or other factors would have material adverse effects on
the our business, financial condition and results of operations.





Seasonality





We do not
expect to experience material seasonal variations in revenues or operating
costs.





Off
balance sheet arrangements





For the
year ended December 31, 2008, we did not have any off balance sheet
transactions.






ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
Required







ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




The
financial statements for this item begin on page F-1.







12







NEW
GREEN TECHNOLOGIES, INC.


FINANCIAL
STATEMENTS


FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007





TABLE OF
CONTENTS




PAGE(S)REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                        F-2BALANCE
      SHEETS
                        F-3STATEMENTS
      OF OPERATIONS
                        F-4STATEMENT
      OF STOCKHOLDERS' DEFICIT
                        F-5STATEMENTS
      OF CASH FLOWS
                        F-6
      - F-7NOTES
      TO FINANCIAL STATEMENTS
                        F-8
      -
F-11








F-1




Report
of Independent Registered Public Accounting Firm
 
 
 
 To the
Board of Directors
 New Green
Technologies, Inc.
 Tampa,
Florida
 
 We have
audited the balance sheets of New Green Technologies, Inc. as of December 31,
2008 and 2007, and the related statements of operations, stockholders’ deficit
and cash flows, for the years ended December 31, 2008 and 2007, and for the
period from inception to December 31, 2008.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the  financial position of New Green Technologies,
Inc. as of December 31, 2008 and 2007 and the results of their operations and
cash flows for the two years then ended, and for the period from inception to
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company suffered recurring losses from operations and has been
dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations. This raises substantial doubt about the
Company’s ability to continue as a going concern.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 We were
not engaged to examine management’s assertion about the effectiveness of New
Green Technologies, Inc.’s internal control over financial reporting as of
December 31, 2008 included in the accompanying Management’s annual report on
internal control over financial reporting and, accordingly, we do not
express an opinion thereon.
 
 
 
 /s/  Baumann,
Raymondo & Company PA
 
 Tampa,
Florida
 May 8,
2009






F-2




NEW
      GREEN TECHNOLOGIES, INC.BALANCE SHEETS(A
      Development Stage Company)As
      of December 31, 2008
                      
                      
                      As
      of December 31, 2007ASSETSCURRENT
      ASSETSCash
      and Cash Equivalents
                      
                      $
                      4,480
                      
                      
                      $
                      1,380Security
      Deposit
                      
                      
                      2,500
                      
                      
                      
                      2,500Total
      Current Assets
                      
                      
                      6,980
                      
                      
                      
                      3,880PROPERTY
      AND EQUIPMENTComputers
      and Equipment, net
                      
                      
                      3,661
                      
                      
                      
                      8,773CAVD
      Unit, net
                      
                      
                      85,000
                      
                      
                      
                      -Plasma
      equipment, net
                      
                      
                      32,400
                      
                      
                      
                      -Total
      Property and Equipment
                      
                      
                      121,061
                      
                      
                      
                      8,773OTHER
      ASSETSCAVD
      Technology
                      
                      
                      645,667
                      
                      
                      
                      100,000Plasma/BORS
      Technology
                      
                      
                      300,000
                      
                      
                      
                      -Investment-
      Kinetic Energy
                      
                      
                      68,750
                      
                      
                      
                      68,750Investment
      in SEP
                      
                      
                      -
                      
                      
                      
                      50,000New
      Green Technology
                      
                      
                      12,000
                      
                      
                      
                      -Total
      Other Assets
                      
                      
                      1,026,417
                      
                      
                      
                      218,750Total
      Assets
                      
                      $
                      1,154,458
                      
                      
                      $
                      231,403LIABILITIES & STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESAccounts
      Payable
                      
                      $
                      282,352
                      
                      
                      $
                      69,871Accrued
      Liabilities
                      
                      
                      502,215
                      
                      
                      
                      123,548Other
      Current Liabilities
                      
                      
                      37,925
                      
                      
                      
                      10,925Old
      Debt
                      
                      
                      -
                      
                      
                      
                      906,879Total
      Current Liabilities
                      
                      
                      822,492
                      
                      
                      
                      1,111,223OTHER
      LIABILITIESNotes
      Payable
                      
                      
                      354,000
                      
                      
                      
                      150,000Accounts
      Payable-Related Parties
                      
                      
                      51,500
                      
                      
                      
                      87,222Commitments
      and Contingencies
                      
                      
                      -
                      
                      
                      
                      -Total
      Liabilities
                      
                      
                      1,227,992
                      
                      
                      
                      1,348,445STOCKHOLDERS'
      EQUITYCommon
      Stock, $.001 par value, 200,000,000 Shares Authorized24,009,558
      and 6,077,690 Issued and Outstanding Respectively
                      
                      
                      24,010
                      
                      
                      
                      6,078Preferred
      Stock, $.001 par value, 70,000,000 Shares Authorized28,517
      Issued and Outstanding
                      
                      
                      29
                      
                      
                      
                      29Additional
      Paid -in Capital
                      
                      
                      17,220,998
                      
                      
                      
                      15,054,023Balance
      Due on Sale of Stock
                      
                      
                      -
                      
                      
                      
                      (455,000
                      )Total
      Capital Stock
                      
                      
                      17,245,036
                      
                      
                      
                      14,605,130Unrealized
      Loss on Investment
                      
                      
                      -
                      
                      
                      
                      (83,787
                      )Accumulated
      Deficit
                      
                      
                      (17,318,570
                      )
                      
                      
                      (15,638,385
                      )Total
      Stockholders' Equity
                      
                      
                      (73,534
                      )
                      
                      
                      (1,117,042
                      )Total
      Liabilities & Equity
                      
                      $
                      1,154,458
                      
                      
                      $
                      231,403See
      accompanying notes to audited financial statements which are an integral
      part of these financial
statements




F-3




NEW
      GREEN TECHNOLOGIES, INC.STATEMENTS OF OPERATIONS(A
      Development Stage Company)For
      the years ended December 31, 2008 and 2007AccumulatedfromDate
      ofFor
      the year
                      
                      
                      For
      the year
                      
                      
                      Inceptionended
                      
                      
                      ended
                      
                      
                      ThroughDecember
      31, 2008
                      
                      
                      December
      31, 2007
                      
                      
                      December
      31, 2008Net
      Sales
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Cost
      of Sales
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Gross
      Profit
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Selling,
      General & Administrative Expenses
                      
                      
                      1,447,397
                      
                      
                      
                      2,035,181
                      
                      
                      
                      13,997,989Reasearch
      And Development
                      
                      
                      -
                      
                      
                      
                      16,660
                      
                      
                      
                      1,374,586Loss
      from Operations
                      
                      
                      1,447,397
                      
                      
                      
                      2,051,841
                      
                      
                      
                      15,372,575Loss
      on Sale of Securities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      697,237Permanent
      Impairment Writedown onMarketable
      securities
                      
                      
                      133,787
                      
                      
                      
                      6,304
                      
                      
                      
                      1,043,559Interest
      Expense
                      
                      
                      99,000
                      
                      
                      
                      10,940
                      
                      
                      
                      205,199Net
      Loss
                      
                      $
                      (1,680,184
                      )
                      
                      $
                      (2,069,085
                      )
                      
                      $
                      (17,318,570
                      )Basic
      Net Loss Per Common Share
                      
                      $
                      (0.12
                      )
                      
                      $
                      (0.34
                      )Diluted
      Net Loss Per Common Share
                      
                      $
                      (0.12
                      )
                      
                      $
                      (0.34
                      )Weighted
      Average of Common SharesOutstanding
                      
                      
                      13,664,479
                      
                      
                      
                      5,333,272See
      accompanying notes to audited financial statements which are an integral
      part of these financial
statements




F-4




NEW
      GREEN TECHNOLOGIES, INC.For
      the Years Ended December 31, 2008 and 2007(A
      Development Stage Company)STATEMENTS OF STOCKHOLDERS'
      DEFICITAdditional
                        
                        
                        Accumulated
                        
                        
                        BalanceCommon
      Stock
                        
                        
                        Preferred
      Stock
                        
                        
                        Paid
      -In
                        
                        
                        Comprehensive
                        
                        
                        Due
      on Sale
                        
                        
                        AccumulatedShares
                        
                        
                        $
                        
                        
                        Shares
                        
                        
                        $
                        
                        
                        Capital
                        
                        
                        Loss
                        
                        
                        of Stock
                        
                        
                        Deficit
                        
                        
                        TotalBALANCEDECEMBER
      31,2006
                        
                        
                        4,097,118
                        
                        
                        $
                        4,097
                        
                        
                        
                        35,184
                        
                        
                        $
                        35
                        
                        
                        $
                        12,700,925
                        
                        
                        $
                        (83,787
                        )
                        
                        $
                        -
                        
                        
                        $
                        (13,569,300
                        )
                        
                        $
                        (948,030
                        )Shares
      Issued for Services
                        
                        
                        1,137,205
                        
                        
                        
                        1,137
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,577,448
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,578,586Debt
      Converted to Common Stock
                        
                        
                        274,658
                        
                        
                        
                        275
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        242,880
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        243,155Conversion
      of Preferred to Common Stock
                        
                        
                        6,667
                        
                        
                        
                        7
                        
                        
                        
                        (6,667
                        )
                        
                        
                        (7
                        )
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        -Sales
      of Reg S Shares
                        
                        
                        512,821
                        
                        
                        
                        513
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        499,487
                        
                        
                        
                        
                        
                        
                        
                        (455,000
                        )
                        
                        
                        
                        
                        
                        
                        45,000Issued
      for Regent Contract
                        
                        
                        50,000
                        
                        
                        
                        50
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        33,282
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        33,332Net
      Loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (2,069,085
                        )
                        
                        
                        (2,069,085
                        )Balance12/31/2007
                        
                        
                        6,077,690
                        
                        
                        
                        6,078
                        
                        
                        
                        28,517
                        
                        
                        
                        29
                        
                        
                        
                        15,054,023
                        
                        
                        
                        (83,787
                        )
                        
                        
                        (455,000
                        )
                        
                        
                        (15,638,385
                        )
                        
                        
                        (1,117,042
                        )Shares
      Issued for Services
                        
                        
                        8,218,536
                        
                        
                        
                        8,219
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        836,141
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        844,360Notes
      Payable Converted to Common Stock
                        
                        
                        1,800,000
                        
                        
                        
                        1,800
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        21,200
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        23,000Shared
      Issued for Interest
                        
                        
                        1,879,999
                        
                        
                        
                        1,880
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        70,120
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        72,000Purchase
      of CAVD
                        
                        
                        3,183,333
                        
                        
                        
                        3,183
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        442,484
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        445,667Purchase
      of Plasma/BORS Technology
                        
                        
                        2,800,000
                        
                        
                        
                        2,800
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        333,200
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        336,000Purchase
      of New Green (name)
                        
                        
                        50,000
                        
                        
                        
                        50
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        11,950
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        12,000Shares
      Issued for Old Debt
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        906,879
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        906,879Net
      Loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (1,680,184
                        )
                        
                        
                        (1,680,184
                        )Sale
      of Reg S Shares
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (455,000
                        )
                        
                        
                        
                        
                        
                        
                        455,000
                        
                        
                        
                        
                        
                        
                        
                        -Realized
      Loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        83,787
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        83,787Balance12/31/2008
                        
                        
                        24,009,558
                        
                        
                        $
                        24,010
                        
                        
                        
                        28,517
                        
                        
                        $
                        29
                        
                        
                        $
                        17,220,998
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        (17,318,570
                        )
                        
                        $
                        (73,534
                        )See
      accompanying notes to financial statements which are an integral part of
      these financial statements
   F-5
  NEW
      GREEN TECHNOLOGIES, INC.STATEMENT OF CASH FLOWS(A
      Development Stage Company)For
      the Years Ended December 31, 2008 and 2007Accumulated
      fromDate
      of InceptionFor
      the Year Ended
                                  
                                  
                                  For
      the Year Ended
                                  
                                  
                                  throughDecember
      31, 2008
                                  
                                  
                                  December
      31, 2007
                                  
                                  
                                  December
      31, 2008OPERATING
      ACTIVITIESNet
      Loss
                                  
                                  $
                                  (1,680,184
                                  )
                                  
                                  $
                                  (2,069,085
                                  )
                                  
                                  $
                                  (17,318,570
                                  )Adjustments
      To Reconcile Net Loss to Cash Used By Operating
Activities:Depreciation
                                  
                                  
                                  23,712
                                  
                                  
                                  
                                  5,112
                                  
                                  
                                  
                                  40,900Amortization
      of Debt Discount
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  40,000Interest
      Expense
                                  
                                  
                                  99,000
                                  
                                  
                                  
                                  10,925
                                  
                                  
                                  
                                  116,121Issuance
      of Common  Shares for Services
                                  
                                  
                                  844,360
                                  
                                  
                                  
                                  1,569,469
                                  
                                  
                                  
                                  11,714,205Issuance
      to Regent
                                  
                                  
                                  -
                                  
                                  
                                  
                                  33,332
                                  
                                  
                                  
                                  839,232Loss
      on Sale of Securities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  697,237Loss
      on  Investment
                                  
                                  
                                  133,787
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  133,787Permanent
      Impairment
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  903,468Accounts
      Payable
                                  
                                  
                                  161,759
                                  
                                  
                                  
                                  57399
                                  
                                  
                                  
                                  224,652Accounts
      Payable - Related Parties
                                  
                                  
                                  15,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  50,500Stock
      Loans Receivable
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  7,000Accrued
      Liabilities
                                  
                                  
                                  378,667
                                  
                                  
                                  
                                  123,548
                                  
                                  
                                  
                                  513,577Cash
      Used In Operating Activities
                                  
                                  
                                  (23,900
                                  )
                                  
                                  
                                  (269,300
                                  )
                                  
                                  
                                  (237,892
                                  )INVESTING
      ACTIVITIESPurchase
      of Fixed Assets
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (23,881
                                  )Cash
      Proceeds on Sale of Marketable Securities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  201,208Loss
      on Langley
                                  
                                  
                                  -
                                  
                                  
                                  
                                  6,304
                                  
                                  
                                  
                                  6,304Investment
      SEP
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (50,000
                                  )
                                  
                                  
                                  (50,000
                                  )Licensing
      Fee
                                  
                                  
                                  (200,000
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (300,000
                                  )Employee
      Advances
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,500
                                  
                                  
                                  
                                  (4,500
                                  )Cash
      Provided By (Used In) Investing Activities
                                  
                                  
                                  (200,000
                                  )
                                  
                                  
                                  (41,196
                                  )
                                  
                                  
                                  (170,869
                                  )   F-6
  STATEMENT OF CASH FLOWS
-
continued
  FINANCING
      ACTIVITIESProceeds
      from notes payable
                                  
                                  
                                  227,000
                                  
                                  
                                  
                                  150,000
                                  
                                  
                                  
                                  437,000Net
      Proceeds From Shareholder Advances
                                  
                                  
                                  -
                                  
                                  
                                  
                                  112,655
                                  
                                  
                                  
                                  1,733,741Stock
      Subscription
                                  
                                  
                                  -
                                  
                                  
                                  
                                  45,000
                                  
                                  
                                  
                                  45,000-Security
      deposit
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (2,500
                                  )Cash
      Provided By Financing Activities
                                  
                                  
                                  227,000
                                  
                                  
                                  
                                  307,655
                                  
                                  
                                  
                                  2,213,241Increase
      in Cash and Cash Equivalents
                                  
                                  
                                  3,100
                                  
                                  
                                  
                                  (2,841
                                  )
                                  
                                  
                                  4,480CASH
      AND CASH EQUIVALENTS, beginning of year
                                  
                                  
                                  1,380
                                  
                                  
                                  
                                  4,221
                                  
                                  
                                  
                                  -CASH
      AND CASH EQUIVALENTS, end of year
                                  
                                  $
                                  4,480
                                  
                                  
                                  $
                                  1,380
                                  
                                  
                                  $
                                  4,480NON
      CASH INVESTING AND FINANCING ACTIVITIESPURCHASE
      of CAVD Technology and Equipment3,183,333
      common shares
                                  
                                  $
                                  445,667PURCHASE
      of Plasma & BORS Technology and Equipment2,800,000
      common shares
                                  
                                  $
                                  336,000Purchase
      of NAME "NEW GREEN TECHNOLOGIES, INC"50,000
      common shares
                                  
                                  $
                                  12,000See
      accompanying notes to audited financial statements which are an integral
      part of these financial statements


F-7
 
 NEW
GREEN TECHNOLOGIES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 December
31, 2008 and 2007




NOTE
1 - DESCRIPTION OF BUSINESS AND SIGNIFICANTACCOUNTING POLICIES





On
January 10, 2003, Home Services International, Inc. (“HSVI”) was merged from a
prior company. HSVI intended to acquire, establish joint ventures and develop
such businesses. HSVI was presented with a business plan for a unique
alternative energy technology by the management of Internal Command
International (“ICI”), a Florida based private entity.  HSVI felt that
the Energy Commander technology for low impact hydro power production presented
a unique opportunity.  HSVI saw ICI’s technology as fulfilling a
unique niche in the energy market.  Thus, HSVI sought to acquire the
technology and related expertise through the reverse merger
process.





On
January 2, 2004, ICI entered into a merger agreement with HSVI. HSVI issued
27,500,000 shares of its Series A Preferred stock to the shareholders of
ICI.  In connection with this acquisition, the merged companies’ name
was changed to Internal Hydro International, Inc. (“IHDR”).  On
February 4, 2004, the Company’s domicile was changed to Florida.  ICI
was not a related party.





As a
result of the merger transaction with HSVI, the former ICI stockholders obtained
control of HSVI's voting stock. For financial accounting purposes, the
acquisition was a reverse acquisition of HSVI, under the purchase method of
accounting, and was treated as a recapitalization with the ICI as the
acquirer.





On
February 20, 2007, we changed our name to Renewable Energy Resources,
Inc.





On May
27, 2008 we changed our name to New Green Technologies, Inc (New Green, or the
Company).  We are a publicly traded company listed on the OTC
Electronic Bulletin Board and our Symbol changed on July 3, 2008 under the
symbol "NGRN”". The symbol and name change reflect the Company’s broader range
of business endeavors to include the development of energy, green energy and
biofuel projects. Our offices are located at 334 S. Hyde Park Ave., Tampa,
Florida 33606. Our website is www.newgreentech.us.





Use of
Estimates





The
preparation of 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 disclosure of contingent assets and liabilities at the date of
the financial  statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.





Fair
Value of Financial Instruments





The
carrying amount of cash, accounts payable, notes payable and accrued
liabilities, as applicable, approximates fair value due to the short term nature
of these items in accordance with the provisions of SFAS no. 157 “Disclosures
about Fair Value of Financial Instruments”.





Cash and
Cash Equivalents





The
Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.




Concentration
of Credit Risk





The
Company places its cash in what it believes to be credit-worthy financial
institutions. However, cash balances may exceed FDIC insured levels at various
times during the year. There were no bank balances exceeding insured limits at
December 31, 2008.





Revenue





There was
no revenue generated in the years ended December 31, 2008 and 2007.




Income
Taxes





Income
taxes are provided for based on the liability method of accounting pursuant to
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes.” Deferred income taxes, if any, are recorded, using enacted tax
rates expected to apply, to reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts at each year-end.




F-8
 
 NEW
GREEN TECHNOLOGIES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 December
31, 2008 and 2007
  NOTE
1 - DESCRIPTION OF BUSINESS AND SIGNIFCANT ACCOUNTING POLICIES-
continued


Loss Per
Share





The
Company calculates earnings per share in accordance with SFAS No. 128, "Earnings
Per Share," which requires presentation of basic earnings per share ("Basic
EPS") and diluted earnings per share ("Diluted EPS"). The computation of Basic
EPS is computed by dividing loss available to common stockholders by the
weighted average number of outstanding common shares during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period. The computation of Diluted EPS does not assume conversion, exercise or
contingent exercise of securities that would have an anti-dilutive effect on
earnings. As of


December
31, 2008, there were 2,116,667 warrants, but no stock options
outstanding.





Stock
Based Compensation





The
Company is subject to the provisions of SFAS No. 123 "Accounting for Stock-Based
Compensation," which prescribes the recognition of compensation expense based on
the fair value of options on the grant date. SFAS No. 123 allows companies to
continue applying APB 25 if certain pro forma disclosures are made assuming
hypothetical fair value method, for which the Company uses the Black-Scholes
option-pricing model. For non-employee stock based compensation, the Company
recognizes an expense in accordance with SFAS No. 123 and values the equity
securities based on the fair value of the security on the date of grant unless a
contract states otherwise. For stock-based awards the value is based on the
market value for the stock on the date of grant and if the stock has
restrictions as to transferability a discount is provided for lack of
tradability. Stock option awards are valued using the Black-Scholes
option-pricing model. The Company uses the fair value based method of accounting
for its stock option plans. Effective January 1, 2006, the Company adopted SFAS
No. 123 (Revised 2004), Share-Based Payments, which requires companies to
expense stock options and other share-based payments. SFAS No. 123R supersedes
SFAS No. 123, which permitted either expensing stock options or providing pro
forma disclosure. The Company adopted the modified prospective application
transition method as proscribed by SFAS No. 123R, which applies to all new
awards and to awards granted, modified, canceled, or repurchased after January
1, 2006, as well as the unvested portion of the prior awards. The adoption of
SFAS No. 123R resulted in no changes to the 2006 or prior financial statement
amounts or disclosures.




Investments




Management
reviews its investments at least annually and makes appropriate
adjustments.





Advertising





The
Company expenses advertising costs as incurred. The Company had no advertising
expense in the years ended December 31, 2008 and December 31, 2007.





Recently
Issued Accounting Pronouncements





Management
has not identified any new accounting pronouncements that are expected to have a
material effect on the Company’s financial statements.






NOTE
2 - GOING CONCERN CONSIDERATION





Since its
inception, the Company has suffered recurring losses from operations and has
been dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations. During the year ended December 31, 2008 and
2007, the Company reported net losses of $1,680,184 and $2,069,085,
respectively.





The
Company’s long-term viability as a going concern is dependent on certain key
factors, as follows:





·
              The
      Company’s ability to obtain adequate sources of outside financing to
      support near term operations and to allow the Company to continue forward
      with current strategic plans.  Management has acquired the CAVD
      technology in March of 2008 to allow a greater opportunity of sales and
      associated cash flow in addition to financing and capital raising
      plans.·
              The
      Company’s ability to ultimately achieve revenue, adequate profitability
      and cash flows to sustain continuing
operations.







NOTE
3 - RELATED PARTY TRANSACTIONS





For the
year ended December 31, 2008 officers and directors of the company received
300,000 common shares valued at $18,333 for partial payment of their services
for the year. All of the shares were shares of S-8 unrestricted common
stock.





We borrow
funds from officers and stockholders from time to time.





Four
individuals named in Item 403 of Regulation S-B have advanced us money for
general and administrative expenses: Kenneth Brown a Past President, Craig
Huffman our Chief Executive Officer, James Baker a former Director and James
Thomas, our current Outside Director.  SEE NOTE 12




F-9
 
 NEW
GREEN TECHNOLOGIES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 December
31, 2008 and 2007




NOTE 3 - RELATED PARTY
TRANSACTIONS -
continued


As of
December 31, 2008, Mr. Thomas was owed a total of $34,000 Mr. Baker was owed
$150,000 plus interest, Mr. Brown $2,500 and Mr. Huffman $15,000.





There
have been no repayment terms specified for these loans. As such, we have
classified the loans as other liabilities.





In
January 2007, Mary Pecoraro was issued 36,250 shares valued at $3,500 as
compensation.







NOTE
4 - STOCKHOLDERS' DEFICIT





On
October 12, 2005, 246,667 shares were issued for the comprehensive Agreement for
Licensing, Joint Venture Agreement, and Manufacturing Agreement with Regent
Machine Products, LLC. Additionally, in the quarter ended June 30, 2006, 83,333
shares were issued under this agreement. On January 23, 2007, 50,000 shares were
issued.  A total of 380,000 shares have been issued under this
agreement as reflected on the Income Statement under Research and Development.
3,183,333 common shares were issued for the purchase of the CAVD Technology and
2,800,000 common shares were issued for the Plasma/BORS Technology.







NOTE
5 - COMMON AND PREFERRED STOCK





The
Company’s Articles of Incorporation authorize the issuance of up to 200,000,000
shares of common stock, with a par value of $.001 and the issuance of up to
70,000,000 shares of preferred stock, with a par value of $.001.  On
March 31, 2008 the Company authorized a 1:30 reverse split of both its Common
and Preferred shares.  All share amounts have been adjusted to reflect
this reverse split.





COMMON
STOCK





During
the year ended December 31, 2008, the Company engaged in various transactions
affecting stockholders’ equity, as follows: The Company issues shares of common
stock from time to time to compensate consultants as consideration for services
rendered. These shares are valued at the trading value on the date of grant or
per contract. For the year ended, December 31, 2008, a total of 8,218,536
shares of common stock were issued to 21 individuals and organizations as
payment for services totaling $844,360 and in 2007 $1,578,586.





During
2007 the company issued 50,000  shares to Regent per agreement
totaling $33,000. For the year ended December 31, 2007, 274,658 shares of common
stock were issued as payment for loans totaling $243,155. Loans are non-interest
bearing and are paid by discounted stock valued as of the date of the loan.
Pursuant to the terms of the loan, if the loan cannot be repaid within a
specified time period, then shares are issued to the lender equal to the amount
of the loan. The shares are discounted approximately 50%.




PREFERRED
STOCK





The
Company has designated the issuance of up to 70,000,000 shares of Series A
Convertible Preferred Stock, with a par value of $.001. Series A Convertible
Preferred Stock can be exchanged at the option of the stockholder into shares of
common stock at the rate of one share of Series A Convertible Preferred Stock
for one share of Common Stock at any time after the first anniversary of the
original date of issuance. The Series A Convertible Preferred Stock shall rank,
as to dividends and upon liquidation senior and prior to the Company’s Common
Stock and to all other classes or class of stock issued by the Company, except
as otherwise approved by the affirmative vote or consent of the holders of a
majority of the shares of Series A Convertible Preferred Stock. In addition, so
long as any share of Series A Convertible Preferred Stock shall be outstanding,
the holders of such convertible preferred stock shall be entitled to receive out
of any funds legally available, when, as and if declared by the Board of
Directors of the Company, preferential dividends at the rate of ten percent
(10%) per annum, payable upon the first anniversary date of the original issue
date, then quarterly with payment to be made in either cash or in the issuance
of additional share of Series A Convertible Preferred Stock. Such dividends
shall be cumulative and begin to accrue from the original issue date, whether or
not declared and whether or not there shall be net profits or net assets of the
Company legally available for the payment of those dividends. To date, no
dividend has been declared by the Board of Directors. The Series A Convertible
Preferred stockholders shall be entitled to vote on all matters requiring a
shareholder vote of the Company. Each Series A Convertible Preferred shareholder
of record shall have one vote for each share of Series A Convertible Preferred
stock outstanding. During 2006, 203,742 preferred shares were converted to
common stock. On December 31, 2006 there were 36,184 shares of preferred
outstanding.  During  2007, 6,667 preferred shares were
converted to common stock.  During 2008, no preferred shares were
converted to common stock.  On December 31, 2008 there
were 28,517 shares of preferred stock outstanding.





There was
$29,017 in unpaid and undeclared cumulative dividends accrued during the year
ending December 31, 2008. Total cumulative dividends unpaid and undeclared as of
December 31, 2008 are $451,089.




F-10
 
 NEW
GREEN TECHNOLOGIES, INC.
 NOTES
TO AUDITED FINANCIAL STATEMENTS
 December
31, 2008 and 2007




NOTE
6 - PROPERTY AND EQUIPMENT





Property
and equipment is stated at cost less accumulated depreciation. Depreciation is
recorded on a straight-line basis over the estimated useful lives of the assets
of 3 to 5 years. Depreciation expense for the year ended December 31, 2008 and
2007 was $23,712 and $5,112, respectively. Property and equipment consisted of
the following at December 31, 2008:




Computer
      and Equipment
                        
                        $
                        177,266Less
      accumulated depreciation
                        
                        
                        56,205Property
      and Equipment,
      net
                        
                        $
                        121,061






NOTE
7 - STOCK OPTIONS





There
were no stock options granted nor were there any pro forma effect of the vesting
of options granted in previous periods in the years ended December 31, 2008 and
2007.







NOTE
8 - INCOME TAXES





The
Company has no income tax provision or benefit in the periods ended December 31,
2008 and 2007. Prior to the merger transaction with HSI the Company elected to
be treated as an S-Corporation as prescribed under Section 1362 of the Internal
Revenue Code.





During
the year ended December 31, 2008, the Company generated a tax benefit related to
operating loss carry forwards of $705,677, that was equally offset by a
valuation allowance.





At
December 31, 2008, the Company had federal net operating loss carry forwards of
approximately $6,336,286 that expire from 2009 to 2027 and state net operating
loss carry forwards of approximately $1,105,488 that expire from 2009 to
2011.  Substantially all of the
deferred income tax asset of $7,441,874 relates to income tax benefits from net
operating loss carry forwards. Because of the change of control issues under
Section 382 of the Internal Revenue Code and the current uncertainty of
realizing the benefits of the tax carry forward, an equal valuation allowance
has been established. The full realization of the tax benefit associated with
the carry forward
depends predominantly upon the Company's ability to generate taxable income
during the carry forward period. Significant components of the Company’s
deferred tax assets were as follows:




2008
                          
                          
                          2007Net
      operating losses
                          
                          $
                          17,318,569
                          
                          
                          $
                          15,638,385Total
      deferred tax assets
                          
                          $
                          7,441,874
                          
                          
                          $
                          6,736,197Valuation
      allowance
                          
                          
                          (7,441,874
                          )
                          
                          
                          (6,736,197
                          )Net
      deferred tax assets
                          
                          $
                          -
                          
                          
                          $
                          -




The
valuation allowance increased by $705,677 during the year ended December 31,
2008.







NOTE
9 - COMMITMENTS AND CONTINGENCIES




Prior to
the merger of Internal Command with Home Services, the Company (HSVI) had
incurred additional deficits in cash flow from operating
activities.  In 2004 the Company had accrued approximately $906,879 in
obligations to vendors, consultants and former employees.  In 2008, the
Company after considering alternatives available determined that the best
resolution was to deliver  the common stock which had been previously
issued as
satisfaction for these obligations.   The Company used
certified mail to send the certificates which had been held for the names on the
certificates to the last known addresses obtained from Transfer
agent.  Any returned certificates will be turned over to the State of
Florida as abandoned property.







NOTE
10 - LOSS PER SHARE





Outstanding
warrants were not considered in the calculation for diluted earnings per share
for the years ended December 31, 2008 and 2007 because the effect of their
inclusion would be anti-dilutive.





Warrants
to purchase 2,116,667 shares of common stock were outstanding and excluded from
the loss per share calculation at December 31, 2008.





NOTE
11 - INVESTMENTS





During
2007, the Company invested $50,000 in the Springfield Energy Project. The
Company determined that after one year of no activity that the investment had no
value and wrote this investment off in the fourth quarter of 2008.







NOTE
12 - SHAREHOLDER LOANS





As of
December 31, 2008, the Company had outstanding loans from two directors who are
shareholders totaling $49,000. The loans have no specific repayment
terms.




F-11


ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





There
have been no changes in or disagreements with accountants on accounting and
financial disclosure.







ITEM
9A(T). CONTROLS AND PROCEDURES





As of the
end of the period of this report, management performed an assessment of our
internal controls over financial reporting as of December 31, 2008 as required
by Exchange Act Rule 13a-15(c).  This assessment was carried out under
the supervision and with the participation of our management, including our
Chief Executive Officer and Acting Principal Financial Officer. Based on that
evaluation, our Chief Executive Officer and Acting Principal Financial Officer
concluded that our disclosure controls procedures are effective in timely
alerting them to material information required to be included in the Company’s
periodic reports to the Securities and Exchange
Commission.   During 2008 assessments were made to ensure that
the disclosure controls procedures previously found not effective had been
corrected and that the improvements were being followed.






MANAGEMENT
REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING




Management
recognizes its responsibility for establishing and maintaining adequate internal
controls over financial reporting.




Based on
the completeness of the Company prepared financials, management considers the
controls in place to be effective for the company. Management used the COSO
framework as a basis for evaluating it internal controls.  There were
no material weaknesses identified during the preparation of year end financial
reports.




This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal controls over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permits the company to provide only
management’s report in the annual report.








ITEM
9B. OTHER INFORMATION





None.






PART
III




ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





CURRENT
OFFICERS AND DIRECTORS




The
following table sets forth the name, age, and position of each executive officer
and director of the Company as of December 31, 2008:




NAME
                                
                                AGE
                                
                                POSITIONCraig
      Huffman
                                
                                42
                                
                                Chief
      Executive Officer and Acting Principal Financial Officer, Executive Vice
      President and Acting  Chairman of the BoardJames
      Thomas
                                
                                42
                                
                                Director




Craig
Huffman, age 42


Craig
Huffman was appointed our Chief Executive Officer on February 8, 2008. He was
Executive Vice President and Chairman of the Board of Directors on January 17,
2007. He was appointed to the position of Acting Principal Financial Officer on
November 12,
2007.  Mr. Huffman previously served as President/CEO from January 2,
2004 until January 17, 2007.  Mr. Huffman was the co-founder of our
predecessor, Internal Command International in 2001.  From 2001
through 2004 he served as president of ICI.  From 1997 to the present,
Mr. Huffman has also had a private law practice.  Mr. Huffman received
a BA from the University of Tampa in 1989 and a Juris Doctor from Stetson
University College of Law in 1997.





James
A. Thomas, age 42


James A.
Thomas was appointed to the Board of Directors on January 3, 2007. Since 1997,
Mr. Thomas has run a legal practice in Tampa, Florida.  Mr. Thomas
received his BA in English from the University of South Florida (1992) and his
JD from Stetson University College of Law (1996). Mr. Thomas is a founding
partner of the predecessor company, Internal Command International and since
that time has served at the direction of the board and senior management in the
areas of investor relations and special projects.






13




ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE-
continued




BOARD
OF DIRECTORS





The
members of the Board of Directors of the Company serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the discretion of the Board of Directors.





The
entire Board serves as the audit committee.  In the future, we may
designate other committees as necessary to conduct business.  We
believe our current structure is adequate based on the size of our
company.




During
the fiscal years ended December 31, 2007 and December 31, 2008, the Company
accrued for our Directors to be compensated, however, they did not receive any
compensation.  In the future, we will compensate our Directors under a
schedule to be developed by the Board of Directors.  No such payment
shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation.





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







COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT





Based
solely upon a review of forms 3, 4, and 5 and amendments thereto, furnished to
us during or respecting our last fiscal year, no director, officer, beneficial
owner of more than 10% of any class of equity securities of the Company or any
other person known to be subject to Section 16 of the Exchange Act of 1934, as
amended, failed to file on a timely basis reports required by Section 16(a) of
the Exchange Act for the last fiscal year.






CODE
OF ETHICS





We
adopted a Code of Ethics for our Principal Executive and Senior Financial
Officers.  A copy of which was attached to our FORM 10-K filed on May
19, 2007.







ITEM
11.  EXECUTIVE COMPENSATION





The
following table sets forth the compensation paid to our executive officers for
the fiscal years ending December 31, 2008 and2007.




Summary
Compensation Table




Name
      and Principal Position
                                    Year
                                    Salary
                                      ($)
                                    Bonus
                                      ($)
                                    Stock
      Awards
                                      ($)
                                    Option
      Awards
                                      ($)
                                    Non-Equity
      Incentive Plan Compensation
                                      ($)
                                    Nonqualified
      Deferred Compensation Earnings
                                      ($)
                                    All
      other compensation
                                      ($)
                                    Total
                                      ($)(a)
                                    (b)
                                    (c)
                                    (d)
                                    (e)
                                    (f)
                                    (g)
                                    (h)
                                    (i)
                                    (j)
 Kenneth  P.
      Brown,
                                            CEO
                                          1/19/2007
                                            Through
      10/4/2007
                                          19,000
                                          
                                          165,0001
                                          
                                          
                                          
                                          
                                          184,000Joseph
      A. DiCara,
                                            Chief
      Executive Officer
                                          11/16/2007
                                            Through
                                            2/7/2008
                                          0
                                            
                                            0
                                          0
                                            
                                            0
                                          0
                                            
                                            0
                                          0
                                            
                                            0
                                          0
                                            
                                            0
                                          0
                                            
                                            0
                                          0
                                            
                                            0
                                          0
                                            
                                            0Craig
      Huffman,
                                            President
      and CEO and Chairman
                                          2007
                                            
                                            2/8/2008
                                          0
                                            
                                            29,5003
                                          12,5002
                                            
                                            0
                                          0
                                            
                                            18,333
                                          0
                                            
                                            0
                                          0
                                            
                                            0
                                          0
                                            
                                            0
                                          0
                                              
                                              0
                                          12,500
                                            
                                            47,833





1.
            During
      2007, Mr. Brown was paid $19,000 and was issued 5,000,000 shares of our
      restricted common stock that was valued at
  $165,000.


2.
            During
      2007, Mr. Huffman was issued compensation of 126,250 shares of our common
      stock valued at $12,500.


3.
            During
      2008Mr Huffman was paid $29,500 and issued 300,000 shares of our common
      stock that was registered on S-8 and valued at
  $18,333.





14




ITEM
11.  EXECUTIVE COMPENSATION -
continued




Outstanding
      Equity Awards at December 31,
2008


OPTION
      AWARDS
                      STOCK
      AWARDSName
                      Number
      of Securities Underlying Unexercised Options (#)
    Exercisable
                      Number
      of Securities Underlying Unexercised Options (#)
    Unexercisable
                      Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
                        (#)
                      Option
      Exercise Price
                        ($)
                      Option
      Expiration Date
                      Number
      of Shares or Units of Stock that have not Vested
                        (#)
                      Market
      Value of Shares or Units of Stock that have not Vested
                        ($)
                      Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      that have not Vested
                        ($)
                      Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights that have not Vested
                        ($)(a)
                      (b)
                      (c)
                      (d)
                      (e)
                      (e)
                      (g)
                      (h)
                      (i)
                      (i)Joseph
      A. DiCara Chief Executive Officer
                      0
                      0
                      0
                      0
                      0
                      0
                      0
                      0
                      0Craig
      Huffman, Acting Principal Officer
                      0
                      0
                      0
                      0
                      0
                      0
                      0
                      0
                      0




Director
Compensation





The
following table sets forth the compensation paid to our then existing directors
for the fiscal year ending December 31, 2008.





Name
                      Fees
      Earned or Paid in Cash
                        ($)
                      Stock
      Awards
                        ($)
                      Option
      Awards
                        ($)
                      Non-Equity
      Incentive Plan Compensation
                        ($)
                      Nonqualified
      Deferred Compensation Earnings
                        ($)
                      All
      Other Compensation
                        ($)
                      Total
                        ($)(a)
                      (b)
                      (c)
                      (d)
                      (e)
                      (f)
                      (g)
                      (h)Craig
      Huffman,  Chairman
                      0
                      0
                      0
                      0
                      0
                      0
                      0James
      A. Thomas
                      0
                      0
                      0
                      0
                      0
                      0
                      0James
      Baker
                      0
                      0
                      0
                      0
                      0
                      0
                      0






EMPLOYMENT
AGREEMENTS





None







ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





PRINCIPAL
SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS





The
following table sets forth certain information at December 31, 2008 with respect
to the beneficial ownership of shares of common stock by (i) each person known
to us who owns beneficially more than 5% of the outstanding shares of common
stock, (ii) each of our Directors, (iii) each of our Executive Officers and (iv)
all of our Executive Officers and Directors as a group. Unless otherwise
indicated, each stockholder has sole voting and investment power with respect to
the shares shown.  As of April 14, 2009, we had 33,175,620 shares of
common stock outstanding and 28,517 shares of class “A” preferred stock
outstanding.




None of
our officers or directors owned any preferred stock as of April 14,
2009.





Title
      of class
                                                                Name
      Beneficial Owner
                                                                Amount
      and Nature of Beneficial Ownership
                                                                Percentage
      of  Class1Common
      Stock
                                                                Joseph
      A. DiCara,
                                                                  Former
      CEO
                                                                0
                                                                0%Common
      Stock
                                                                Craig
      Huffman
                                                                  Chief
      Executive Officer and  Acting Principal Financial
      Officer,  and Chairman of the Board of Directors
                                                                545,862
                                                                2.3%Common
      Stock
                                                                James
      A. Thomas,
                                                                  Director
                                                                374,069
                                                                1.6%Common
      Stock
                                                                James
      Baker,
                                                                  Director
                                                                0
                                                                0%Common
      Stock
                                                                All
      Officers and Directors as a group (total of 4)
                                                                919,931
                                                                3.9%




15




ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS -
continued
  PRINCIPAL SHAREHOLDERS;
MANAGEMENT SHARE HOLDINGS -
continued




Title
      of class
                                Name
      Beneficial Owner
                                Amount
      and Nature of Beneficial Ownership
                                Percentage
      of  Class1Preferred
      Stock
                                Dan
      Simonetti
                                4,761
                                16.1%Preferred
      Stock
                                John
      F. Simonetti
                                7,143
                                24.2%Preferred
      Stock
                                Kevin
      Pickard
                                4,950
                                16.1%Preferred
      Stock
                                Roger
      Schmidt
                                833
                                2.8%Preferred
      Stock
                                John
      P. Gordon
                                8,333
                                28.2%


(1)
              Under
      Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a
      security includes any person who, directly or indirectly, through any
      contract, arrangement, understanding, relationship, or otherwise has or
      shares: (i) voting power, which includes the power to vote, or to direct
      the voting of shares; and (ii) investment power, which includes the power
      to dispose or direct the disposition of shares.  Certain shares
      may be deemed to be beneficially owned by more than one person (if, for
      example, persons share the power to vote or the power to dispose of the
      shares).  In addition, shares are deemed to be beneficially
      owned by a person if the person has the right to acquire the shares (for
      example, upon exercise of an option) within 60 days of the date as of
      which the information is provided.  In computing the percentage
      ownership of any person, the amount of shares is deemed to include the
      amount of shares beneficially owned by such person (and only such person)
      by reason of these acquisition rights.  As a result, the
      percentage of outstanding shares of any person as shown in this table does
      not necessarily reflect the person’s actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      April 14, 2009.  As of April 14, 2008, we had 33,175,620 shares
      of common stock outstanding and 28,517 shares of class “A” preferred
      stock outstanding.







ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Except as
described below, none of the following persons has any direct or indirect
material interest in any transaction to which we were or are a party since the
beginning of our last fiscal year, or in any transaction to which we propose to
be a party:





(A)
            any
      of our directors or executive
officers;





(B)
            any
      nominee for election as one of our
directors;





(C)
            any
      person who is known by us to beneficially own, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our common
      stock; or





(D)
            any
      member of the immediate family (including spouse, parents, children,
      siblings and in-laws) of any of the foregoing persons named in paragraph
      (A), (B) or (C) above.





We borrow
funds from officers and stockholders from time to time.  See NOTE
12.





Three
individuals named in Item 403 of Regulation S-B have advanced us money for
general and administrative expenses:   James Baker a past
Director, Craig Huffman and James Thomas, our current Directors.





As of
December 31, 2008, Mr. Thomas is owed $34,000. There have been no repayment
terms specified for these loans.  We have classified the loans as a
current liability.





As of
December 31, 2008 Mr. Baker is owed $150,000 plus interest.  There has
been no specific repayment terms specified for these loans.  We have
classified the note payable under Other Liabilities.





As of
December 31, 2008, Mr. Huffman is owed $15,000. There have been no repayment
terms specified for these loans.  We have classified the loans as a
current liability.




Director
Independence





During
most of 2008, two of our Board of Directors, James Thomas and James Baker were
independent Directors pursuant to the standards applicable to Regulation S-B. At
this time, the Company does have one independent Director as that term is
defined in NASD Rule 4200.









16




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





AUDIT
FEES





Baumann,
Raymondo & Company, P.A. billed us in the aggregate amount of $65,155 and
$78,664  for
professional services rendered for their audit of our annual financial
statements and their reviews of the quarterly financial statements included in
our Form 10-K's and Form 10Q's for the years ended December 31, 2007 and
December 31, 2008, respectively.







AUDIT-RELATED
FEES





Baumann,
Raymondo & Company, P.A. did not bill us, or perform professional services,
for assurance and related services that were reasonably related to the
performance of audit or review of the financial statements for the fiscal year
ended December 31, 2007 and December 31, 2008.







FINANCIAL
INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES





For the
fiscal year ended December 31, 2007 and December 31, 2008, Baumann, Raymondo
& Company, P.A. did not bill us for, nor perform, any financial information
systems design or implementation.  For the fiscal year ended December
31, 2007 and December 31, 2008, we were not billed for professional services
from any other accounting firm for information systems design or
implementation.







TAX
FEES




Baumann,
Raymondo & Company, P.A. billed us in the aggregate amount of $1,250 and
$1,250 for professional services rendered for tax related services for the
fiscal year ended December 31, 2007 and December 31, 2008,
respectively.







ALL
OTHER FEES





We were
not billed for any other professional services for the fiscal year ended
December 31, 2007 and December 31, 2008.







AUDITOR
INDEPENDENCE





Our Board
of Directors considers that the work done for us in the year ended December 31,
2007 and December 31, 2008 by Baumann, Raymondo & Company, P.A. is
compatible with maintaining Baumann, Raymondo & Company, P.A.’s
independence.







AUDITOR'S
TIME ON TASK





All of
the work expended by Baumann, Raymondo & Company, P.A. on our December 31,
2007 and December 31, 2008 audit was attributed to work performed by Baumann,
Raymondo & Company, P.A. full-time, permanent employees.





17





PART
IV
  ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
 EXHIBIT
INDEX
  The
following exhibits are filed as part of this Annual Report on Form 10-K or are
incorporated herein by reference:
 
 Exhibit
                  Description3.1.1
                  Articles
      of Incorporation (1)3.1.2
                  Amended
      Articles of Incorporation (1)3.2
                  Bylaws
      (1)10.1
                  Employment
      Agreement with Craig Huffman (2)14.1
                  Code
      of Ethics (2)31.1
                  Certification of  Chief Executive
      Officer and Acting Principal Financial Officer of New Green Technologies,
      Inc. required by Rule 13a - 14(1)  or Rule 15d - 14(a) of the
      Securities  Exchange  Act  of  1934,  as  adopted
      pursuant to Section 302 of the
      Sarbanes-Oxley  Act  of  200232.1
                  Certification of  Chief Executive
      Officer and Acting Principal Financial Officer of New Green Technologies,
      Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
      Section  1350  of  18  U.S.C.  63(1)
                  Incorporated
      by reference to our Registration Statement filed on Form 10-K dated March
      1, 2000.
 (2)
              Incorporated
      by reference to our Form 10-K for the fiscal year ending December 31,
      2006
 
 CERTIFICATION




SIGNATURES





Pursuant
to the requirements of section 13 or 15(d) of the Securities Exchange Act of
1934, the undersigned has duly caused this Form 10-K to be signed on its behalf
by the undersigned, there unto duly authorized, in the City of Tampa, Florida
on May 8,2009.




NEW
      GREEN TECHNOLOGIES, INC.Date: May
      8,
      2009
                By:
                /s/ Craig
      HuffmanName:
      Craig
      HuffmanTitle:  Chief
      Executive Officer






Pursuant
to the requirements of the Securities Exchange Act of 1933, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the date indicated.




/s/
      Craig
      Huffman
              
              
              Date:  May
      8,
      2009Name:
      Craig HuffmanTitle:
      Craig Huffman, Chief Executive Officer, Acting Principal Financial
      Officer, and Chairman of the Board of Directors




/s/
      James
      Thomas
              
              
              Date:  May
      8,
      2009Name:
      James ThomasTitle:
      Director




18