UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2010
OR

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

Commission file number 000-51198

GLOBAL GREEN SOLUTIONS INC.
(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 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 [   ]     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 [   ]     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 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES [X]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [   ]     NO [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained 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.

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES [   ]     NO [X]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as at February 28, 2011 was $3,572,797 based on the average of the bid and ask price ($0.119) reported as of May 28, 2010, the last business day of the registrant’s most recently completed second fiscal quarter.

As of February 28, 2010 there were 48,009,229 shares of common stock outstanding. An additional 20,000,000 common shares were held in escrow. Under the terms of the escrow agreement, neither the registrant nor the beneficial holder of the shares can exercise voting or dispositive power in connection with the shares while they are in escrow. Therefore the shares are not included in the total issued and outstanding shares presented throughout this report or in the determination of the weighted average number of shares outstanding in the accompanying financial statements.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

N/A

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TABLE OF CONTENTS

Forward Looking Statements.

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance and include statements regarding the following:

• Our expectation that we will enter into an agreement with Aera Energy LLC (“Aera”) to cancel our escrow agreement;

• Our expectation regarding the benefits of the Greensteam process;

• Our belief that a successful test will result in Aera proceeding with a full scale project;

• Our expectation that the permit for our full scale plant in California will be in place by late 2011;

• Our expectation that the 30 day test will be completed in Q2 of 2011;

• Our business model;

• Our ability to raise additional finances; and

• Our future investments and allocation of capital resources.

In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results,

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levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

• the uncertainty of future revenue and profitability based upon our current financial condition and history of losses;

• our lack of operating history;

• risks relating to our liquidity;

• risks relating to the Greensteam Aera project, including the risk that we will be unable to obtain the necessary regulatory approval and Aera will not continue with the project;

• risks related to the market for our common stock and our ability to dilute our current shareholder’s interest;

• risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned projects; and

• other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, the “Company” and “Global Green” means Global Green Solutions Inc. and its subsidiaries, unless the context clearly requires otherwise.

PART I

Item 1. Business.

Background

          Global Green Solutions Inc. was incorporated June 10, 2003 in the State of Nevada, is currently a development stage company and is devoting all of its efforts to establishing a new business. That business is its Greensteam process and technology for generation of industrial process steam and combined heat and power. We have ceased our development project targeting the production of algae biomass, principally for biofuel feedstock.

          In 2008, we restructured our operations to focus on our Greensteam business. We had been evaluating alternative strategies for conducting ongoing development of our algae project, including working with new strategic partners. However, we concluded that it was in our best interest to focus all of our efforts on our Greensteam business. Vertigro Algae Technologies LLC, a Texas corporation (“VAT”); was the entity through which we and our 50% partner, Valcent USA, Inc. (“VUI”) pursued development of our algae biomass project. We agreed with VUI to the wind-up and dissolution of VAT in 2010. VAT was dissolved in Texas on December 13, 2010.

          We conduct the majority of our operations through certain subsidiaries. Global Greensteam LLC, our wholly-owned Californian subsidiary, is developing its Greensteam process and technology and first project that converts biomass (primarily wood and crop waste) to low-cost steam. The steam can be used for industrial purposes or for combined heat and power

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applications. Global Green Solutions (SA) (Proprietary) Limited (“PTY”), a South African corporation of which we own 80%, had been marketing and developing business opportunities in South and Southern Africa for Greensteam projects but is now essentially inactive. We anticipate that we should wind up PTY. Global Green Solutions Ltd, a wholly-owned United Kingdom subsidiary, has no operations or activity other than through its 80% holding in PTY. Three other subsidiaries are inactive.

Business Operations

Biomass Fueled Steam Generation Project – “Greensteam”

          On February 20, 2007 we completed an acquisition agreement for Greensteam Development Inc., which resulted in Global Greensteam LLC (“Greensteam”), a venture with two other companies for the purpose of converting waste biomass into low cost steam for industrial applications. Our interest in the new venture initially was 57%, with the other two companies holding 38% and 5% respectively. Our ownership interest increased to 95% in December, 2007 and 100% in April, 2008 when it acquired first the 38% and then the 5% held by the two other companies.

          Greensteam is developing and marketing its process to convert biomass (primarily wood and crop waste) to low-cost steam. Utilizing the Greensteam process is projected to provide steam at lower cost than if it was produced by a system fueled with natural gas. The steam can be used for industrial purposes or for combined heat and power applications. The process promises high thermal conversion efficiency and minimal air pollution, and can utilize a wide range of biomass fuels. One contract is in the early commercial stage in the United States and other project opportunities are being explored in Europe.

          The Greensteam process consists of a fuel receiving, handling, and preparation system, up to ten Greensteam advanced biomass to steam energy conversion units and a steam turbine generator (electricity generation option). The fuel receiving, handling and preparation system receives biomass fuel, removes contaminants and sizes the product for common storage. The energy contained in the biomass is converted to steam energy in the Greensteam advanced biomass energy conversion unit. If electricity is a required output, a steam turbine generator converts the steam pressure energy into electrical power, with the remaining heat energy available as industrial process steam or hot water heat. The heart of Greensteam’s uniqueness and source of intellectual property is in the advanced energy conversion unit. Patents have been applied for both for the overall process and the burner.

          Greensteam is specifically designed to utilize a wide range of “waste” biomass fuels from agricultural, forest, and municipal sources including:

• Orchard and forest waste wood residues;
• Sawmill and pulp and paper mill waste;
• Industrial and commercial wood waste;
• Urban wood waste;
• Energy crops;
• Farm animal manures; and
• Agricultural crop residues – Straw.

          On a per unit of energy basis, these “waste” fuels are considerably less expensive than natural gas and fuel oil, enabling Greensteam to effectively compete with steam and electricity generated from these fossil fuel sources. This broad range of fuel alternatives allows the Greensteam system to be utilized in more locations and to utilize a variety of fuels as supply dictates.

          Biomass fuels typically have high moisture content and conventional biomass-to-energy technologies combust the fuel “wet”. This is a disadvantage as it: (1) needlessly consumes large amounts of additional fuel, since 10% to 20% of the energy is used for evaporation of moisture, and (2) adversely effects combustion. The analogy is burning wet logs in a home fireplace. In the Greensteam process, biomass fuel is dried and size-reduced prior to combustion, resulting in a more efficient combustion and lower emissions. Biomass fuel is dried to an optimal moisture content and the drying is accomplished at low temperatures by utilizing waste heat from the exhaust gas. The Greensteam advanced biomass energy conversion unit includes a patent pending suspension combustor into which the dry pulverized biomass is blown and efficiently transformed into hot gas. The hot gas flows into the heat recovery steam generator which transfers heat from the hot gas to water, creating steam.

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Greensteam’s heat recovery generator is specially designed to complement the suspension burner biomass combustion characteristics in order to ensure maximum heat transfer efficiency and process availability.

          Specially designed Greensteam combustors allow operation at very high temperatures, promoting heat transfer and complete combustion. When dry solid fuel is blown into the chamber, the oxidation of volatile constituents occurs almost instantly and char oxidation occurs within milliseconds. The high temperature promotes clean combustion and reduces emissions of carbon monoxide, particulate matter, organic compounds and other products of incomplete combustion (PIC). Better combustion results in fuel savings, lower emissions of CO, less unburned hydrocarbons, soot and fly ash. With better combustion, excess air can be reduced, improving efficiency since it saves energy which would otherwise be lost to flue gas. The combustion chamber is also designed to operate under near stoichiometric conditions. The process of mixing dry solid fuel, air and recirculated flue gas results in an oxygen deficient, fuel-rich combustion zone which greatly reduces NOx emissions.

          Our business model for Greensteam is to license the proprietary technology to project partners who will build, own and operate plants in various geographic locations. We will provide engineering specifications for the project design and equipment, sourcing of core equipment components, engineering support in the application of the technology, and consulting support for obtaining the required permits, fuel supply, and energy sales agreements needed to ensure success of the project.

          Greensteam project partners will typically be project operating companies which own and operate one or more energy producing facilities, and include local project developers who typically own and operate a single project, energy service companies who operate multiple facilities for industrial and electrical utility energy production, industrial companies and electric utilities themselves, and large owner operator companies who own and operate multiple facilities across a wide geography.

          Steam and electricity produced by a Greensteam project is expected to be purchased under long term contracts (typically 10-20 years) by industrial companies, electric utilities or municipalities. When industrial companies purchase the energy, the projects will be located at their site. For a municipality or electric utility, the project will be located local to the biomass source or collection point.

          We believe that the ideal or “sweet spot” for the Greensteam process is:

          This market segment capitalizes on Greensteam’s projected capital expenditure advantage vs. developing gasification and its expected emissions advantage vs. traditional combustion. Moreover, projects in this size range are both economically viable and supportable with sustainable biomass supplies. Capital, O&M labor and G&A costs don’t scale down well below 10 MW electrical equivalent and sustainable biomass, especially waste or residual, is usually economic only up to 30-100 miles from its source, which creates a practical maximum size.

          We have been in discussions with a variety of potential project partners in sweet spot applications and geographies, including:

• Eco Park and Industrial Complex Cogeneration in Scotland and the U.K;
• Steam for Oil Sands in Alberta;
• Paper Mill Bark Boiler Retrofits – Canada & U.S.;
• Cogeneration for Food Processing in California Central Valley;
• Repowering Coal Fired Utilities in Ontario; and
• Distillers in Mexico

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          We have targeted Europe and North America for initial project development activities and are currently focusing on the Western Americas and the UK, both areas being in the geographic sweet spot for public policy and availability of reliable energy purchasers.

          Energy and power metrics can be confusing, and particularly so as the U.S., Canada, and European countries use different units. Million British thermal units (MMBtu), a U.S energy unit is commonly used to quantify heat, and megawatts (MW), an international power unit is most commonly associated with quantifying electricity. Megawatts can either be heat or electricity.

          A single Greensteam advanced biomass energy conversion unit will consume nominally 100 MMBtu/Hr of biomass energy and is classified as a 100 MMBtu unit. It will produce nominally 80 MMBtu/Hr of steam energy. The annual output of one Greensteam unit is nominally 600,000 MMBtu. That is enough energy to service 8,000 average homes’ heating needs. If one Greensteam unit output is converted to electricity, it is the nominal equivalent of a 5 MW power plant, enough to service 10,000 average homes.

          Traditional biomass combustion processes (stoker and fluidized bed boilers) have been in operation for decades, and are distinguished by high availability and relatively moderate capital costs. These boilers are reliable enough to meet industrial and electrical utility “baseload” requirements, but are increasingly under pressure to meet stringent air emissions requirements and existing plants suffer from lower thermal efficiencies, meaning they require more fuel to produce the same amount of energy. Gasification is an emerging technology which has successfully addressed the emissions issues associated with traditional combustion, and is quite effective for small applications, particularly in non-industrial settings (like the central utility plant on a university campus). Current gasifiers are less reliable than traditional combustion and are significantly more expensive to build at larger scales.

          The Greensteam process was developed to overcome emissions issues associated with traditional combustion while still retaining traditional combustion’s high availability and moderate capital cost attributes. Greensteam is projected to achieve ultra-low emissions without adding “end of pipe” clean up equipment which is expensive to operate and maintain and adds chemicals like ammonia which end up in the atmosphere. Traditional combustion processes are the norm for converting biomass into steam and/or electrical power. These processes produce NOx in their exhaust gas streams, and the current best practice is to equip them with “end of pipe” clean up, where the exhaust gas is cleaned to remove a fraction of the NOx. This adds considerable capital and operating cost to the project, certainly on the order of millions of dollars per year, and resulting NOx emissions are still three times greater than what we are projecting for Greensteam.

          We believe that the Greensteam process may be unique in its ability to meet new United States Environmental Protection Agency (EPA) proposed rules dealing with air emissions from biomass plants. The new rules, released in April, 2010 and currently scheduled for adoption in 2012, are known as National Emission Standard for Hazardous Air Pollutants (NESHAP) for Industrial, Commercial, and Institutional Boilers. These new rules significantly reduce allowable emissions from biomass facilities and have the potential to impact several hundred boilers at facilities across North America. These stringent emission limits are sixteen times lower for carbon monoxide and five times lower for particulate matter than the recently proposed European Regulations for similarly sized boilers. The new rules are expected to force many owners of solid-fuel-fired boilers to significantly upgrade their existing pollution control equipment or consider switching to natural gas or Greensteam. We believe Greensteam is the only system that can currently meet the new standards using biomass fuel.

          Although perhaps surprising, energy conversion in the tightly controlled Greensteam process is significantly more environmentally friendly than landfilling or even composting, as these processes give rise to significant emissions of ammonia, volatile organic compounds (VOC) and carbon, in forms such as methane and hydrocarbons. These reduced forms of carbon emissions have higher greenhouse-gas (GHG) potency, usually referred to as Global Warming Potential (GWP). Methane for example causes the same amount of damage as 21 tonnes of carbon dioxide. Although the emissions from landfills are delayed, the GHG potency of the emissions over the long term is much greater than even uncontrolled combustion.

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Greensteam’s Agreement with Aera Energy LLC

          We entered into a Program Agreement with Aera Energy LLC (“Aera”), an oil and gas company on March 31, 2008, a First Amendment to the Program Agreement, effective October 22, 2008, and a Second Amendment to the Program Agreement effective November 24, 2009. The Program Agreement provides for construction of a quarter scale test or demonstration unit (the “Test Unit”) which will use Greensteam’s waste-to-steam process technology to burn waste biomass to create steam, and to be located in an oilfield owned by Aera. Upon successful operation of the demonstration unit, the Program Agreement provides that up to ten commercial scale units could be built. Each of these units is expected to consume approximately 75 thousand tons of biomass per year and generate 80 MMBTU per hour. If the demonstration unit and commercial scale units are successful Aera is expected to use the steam in its enhanced oil recovery operations, replacing an equivalent amount of natural gas fueled steam generation.

          Under the terms of the First Amendment, up to $3 million of the cost of the demonstration unit was to be contributed by Aera. That amount was to be repaid through a discount on the price of steam to be sold to Aera from the commercial scale units in the Full Scale Period. The Full Scale Period is defined in the Program Agreement as a period of five years and for the Test Unit a period of two (2) years, commencing on the first steam production commencement date that occurs at such project's site. Depending on the completion date of the first commercial scale project, the amount of the discount ranged from $3.9 million to $5 million.

          Effective November 24, 2009, Greensteam and Aera executed the Second Amendment to the Program Agreement which replaced and superseded the First Amendment in its entirety.

          Under the terms of the Second Amendment:

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          Expenditures incurred in connection with the steam generation project and charged to project development costs in the year ended November 30, 2010 totaled $6,907,112 (2009: $1,631,835).

          There is no longer a specific, total discount amount with a maximum ranging from $3.9 to $5 million to be paid to Aera, as was contemplated in the First Amendment. In its place, a revised pricing formula now includes a lower discount amount per volume of steam, but for the full term of the Program Agreement. As of November 30, 2010, $8,307,217 (2009: $1,321,786) had been received from Aera under the terms of the Program Agreement, as amended.

          In accordance with the terms of the First Amendment agreement with Aera, we issued twenty million restricted common shares, registered in Aera’s name as beneficial owner, to be held in escrow. The shares, or some portion of the shares, were to only be released to Aera if Global Greensteam LLC failed to pay an Early Termination Fee (“ETF”) on a timely basis, should it have been required, and Aera then exercised its option to take possession of the shares. The First Amendment agreement and the escrow agreement provide for the eventual return to us of all of the shares placed in escrow in the event that no ETF is required. Under the terms of the escrow agreement, neither we nor Aera have voting or dispositive powers for the shares while they are in escrow. Therefore the shares are not included in the total issued and outstanding shares presented or in the determination of the weighted average number of shares outstanding. As the First Amendment to the Program Agreement has been replaced and superseded in its entirety by the Second Amendment to the Program Agreement and that Second Amendment includes no requirement for any of our shares to be held in escrow, we expect to reach agreement with Aera to cancel the escrow agreement, remove the 20 million shares from escrow and have them cancelled.

Construction of the Test Unit commenced in January, 2010 at Aera’s Belridge oilfield, near Bakersfield, California and was completed in June, 2010 at a cost of approximately $9 million. Testing and system refinements have continued since then, in preparation for meeting the Specific Test Requirements. In December, 2010, the demonstration plant achieved full steam generation capacity of approximately 5.8 MW (thermal), operating exclusively on residual woody agricultural biomass fuel. The steam was supplied to Aera for its enhanced oil recovery operations. The next key milestone is completion of a 30 day test as specified in the Program Agreement. The test is designed to confirm the ability of Greensteam to reliably and safely produce steam meeting Aera specifications from locally derived biomass specifically by demonstrating:

• Long-term operability by operating the test unit for a minimum of 540 hours out of any continuous 720 hour period,
• NOx reduction, particulate reduction, other emissions reduction, and waste management by complying with the experimental permit,
• An acceptable steam product by generating 750 barrels of steam per day at specified quality and pressure.

          A successful test should trigger Aera’s agreement to proceed with the full scale project. We expect the completion of this 30 day test in Q2 of 2011.

Business Development, Sales and Marketing

          We utilize a global network of contacts to identify business opportunities, leading to engagement with interested parties and potential customers. The strategic and geographical focus of the business is in the United States starting in California, and Europe, starting in the UK. Business development, sales and marketing is managed from our offices in San Diego and Scotland. Our website also provides a broad range of information about us to potential customers.

Competitive Business Conditions

          With our Greensteam process technology, we participate in the rapidly growing “Green Energy” market. Market growth is driven by international, national, and local regulatory policy as well as business and consumer preference. Management anticipates this market growth phase will last for at least 10 years.

          We are engaged in Greensteam project developments around a patent pending process developed by us which produces renewable energy from waste biomass as either steam or electricity. Other companies are pursuing similar applications, some with significant name recognition and much larger access to capital resources. Although management

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believes our process is unique, there are other proven technologies for converting waste biomass into energy, such as fluidized bed combustion, and other emerging technologies such as gasification. We believe that our ability to compete will be based on our Greensteam process having emissions and performance advantages in converting waste biomass fuel to energy in small to medium industrial applications.

Raw materials and principal suppliers

          Our Greensteam technology also uses generic raw materials available from a variety of suppliers. The design and engineering work is overseen by a core team that is highly experienced in the generation and application of steam in industrial operations. Engineering consulting firms engaged by our team in Bakersfield include firms such as Processes Unlimited International, and Innovative Engineering Services, Inc., which provide us with the level of expertise necessary for a project in this sector. The pilot or demonstration project was fabricated and constructed using experienced, Bakersfield-area industrial contractors.

          The Greensteam technology is fueled by waste biomass. The first project in Bakersfield is designed to utilize primarily wood and crop waste, which is available in large amounts from wide-spread agricultural operations in Kern County. Prior to recent, increasingly stringent air quality regulations, much of this waste was disposed of by open burning. That is no longer permitted and our Greensteam project provides an acceptable method of utilizing these waste products.

Customer Base

          Our initial business model for Greensteam was to build, own and operate plants producing steam and/or electricity sold under long term contract to industrial or electric utility customers. As described above, we have secured a contract with Aera Energy LLC in California, conditionally to replace a large amount of natural gas fired steam with waste biomass fired steam for use in Aera’s enhanced oil recovery operations. The demonstration unit is the initial component of this project and is our first steam plant. The project will use local agricultural waste as fuel, eliminating a local environmental issue. We are engaged in discussions with other large industrial customers in California and the UK. Those new projects will be based on a consulting services, technology licensing and support model, recognizing the inherent challenges faced by a small company in raising the financing required for capital projects of this scale. Financing and ownership of those projects would reside with project developers or energy services companies, which could also include the purchaser of the steam and/or electricity that the projects generate. In all cases, our Greensteam steam generators will be located on land supplied by the customer(s). We will be seeking similar project partners for the Aera Energy project.

          We have not generated any revenues from our operations to date. First revenues are expected to be from the Greensteam project with Aera, starting in early 2012 from engineering services provided on the first commercial scale unit. We will be dependent initially on a few projects to grow our business. While our objective will be to broaden that project base as soon as is practicable, we need to balance expansion against ensuring the success of initial Greensteam projects.

Patents, Licenses and Trademarks

          We hold the technology rights to manufacture the Onix cyclonic burners and dryers to be utilized in Greensteam projects. We have applied for a provisional patent and a non-provisional patent for the Greensteam process. We have filed a trademark application for “Greensteam”.

Government approval of principal products or services and government regulations

          Greensteam’s principal products are technology licensing and services. No specific government approval is required for these products. Greensteam project development partners will need to secure construction and operational permits approval from local government authorities with an emphasis on air quality. We have been granted an experimental permit by the San Joaquin Valley Air Pollution Control District for our Greensteam demonstration plant in Kern County, California. That permit allows us to experiment with multiple fuels and prove our emissions levels. We have applied to permit our full scale

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commercial units planned for that location in 2012. The full permit process will take a minimum of 9 months and we expect that to be completed by late 2011.

          We are not aware of any existing or probable government regulations that would negatively impact on our operations assuming we are successful at demonstrating our projected air emissions performance. Our Greensteam Aera project should effectively address a key Central Valley agricultural waste disposal issue. The fuel for the project will be primarily waste agricultural biomass located in proximity to the project. Effective in 2007, the San Joaquin Valley Air Pollution Control District passed a rule (Rule 4103, as amended most recently on May 17, 2007) prohibiting the open burning of tree crop biomass. Tree crop farmers are now required to either plow the biomass back into the fields or to dispose of it in another environmentally responsible manner such as to a local biomass-to-energy facility. Plowing material into the fields is inconsistent with the migration to more water efficient drip irrigation, and Greensteam surveys conclude there is insufficient market for the additional biomass. According to local companies specializing in agricultural chipping, Rule 4103 has already created a surplus of waste biomass in the Valley.

          Based on our test results, the extremely low Greensteam Nitrogen Oxides emissions are expected to set a new standard for best available control technology for biomass combustion. This will enable projects to be located in non-attainment or near metropolitan areas of California or elsewhere in the U.S. In recognition of this, an experimental permit has been issued by the San Joaquin Valley APCD. Greensteam projects substitute waste biomass for fossil fuels, and hence reduce greenhouse gas emissions. The Aera project should be one of the first and largest greenhouse gas emission reduction projects under AB-32, (California’s greenhouse gas emissions reduction legislation) reducing greenhouse gas by more than 300,000 tonnes CO₂ equivalent per year.

Cost of compliance with environmental laws

          Our Greensteam project operations are located near McKittrick, California. To the best of our knowledge, we are in compliance with all environmental laws. Our costs specific to complying with environmental laws relate to emissions testing of our Greensteam steam generators. To date, we have spent approximately $200,000 on emissions testing and monitoring and have obtained an experimental emissions permit which allows us to operate and test our Greensteam demonstration project. The results of that testing will be used to support claims made in our application to construct and operate the full scale commercial project at Aera’s Belridge oilfield. Expenditures in connection with planning, design and consulting for the full scale permit totaled approximately $120,000 in the year ended November 30, 2010 and $91,000 in the year ended November 30, 2009.

Development and Commercialization

          The development of the Greensteam waste biomass combustion to steam and power generation process is based at our demonstration project location, near McKittrick, California. We are conducting design and engineering of the project through our subsidiary corporation, Global Greensteam LLC, with most of that work being incorporated into the design and testing of the 5.8 MW (thermal) demonstration unit, which has successfully delivered steam to Aera Energy LLC, a major California oil and gas production company. Testing and system refinements are being continued with that unit in preparation for meeting the Specific Test Requirements. The next key milestone is completion of a 30 day test, designed to confirm the ability of Greensteam to reliably and safely produce steam meeting Aera specifications from locally derived biomass. A successful test should trigger Aera’s agreement to proceed with the full scale project. Cumulative project development costs, the majority of which was for design, engineering, and construction work, were approximately $10,930,000 to the end of November, 2010, with $6,907,000 being incurred in 2010, $1,632,000 in 2009, $1,673,000 in 2008 and $718,000 in 2007.

Employees - Human Resources

          We intend to continue to expand our human resources to support our business and technology development, sales and marketing objectives, operations and after sales support services. With the exception of an IT Specialist and a Control Systems Manager for our Greensteam project in California, none of our personnel are currently employees and all work done to date has been accomplished through independent contractors and consultants.

          We expect to add up to 10 employees during 2012 in California for the Aera project. We expect that the complete project will create 20 direct full-time, skilled labor / supervisory positions and 5 business and technical management positions. We expect it to create 25 positions in biomass supply. We expect California will become our headquarters and center of excellence for biomass renewable energy, employing 10-20 highly compensated engineers and technicians to design and provide operational support to similar projects. Our intention is that all Greensteam project operations will be remotely monitored from California.

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Item 1A. Risk Factors.

          The following risk factors could have a material adverse effect on our business, financial condition and results of operations.

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Item 1B. Unresolved Staff Comments

          Not Applicable.

Item 2. Properties.

          We do not own any property. Office locations are leased, rented or provided under the terms of agreements for the services of certain officers of our company.

          Our Greensteam steam generators will be located on land supplied by the customer(s) who will be purchasing the steam or electricity. Our quarter scale demonstration unit is located on a five acre section of Aera Energy’s Belridge oilfield, in McKittrick, near Bakersfield, California. The land is being supplied by Aera at no cost under the terms of our agreement. The full scale commercial units contemplated under the terms of our agreement with Aera will also be located on the Belridge oilfield, also with no charge for the use of the property. The specific location for the commercial scale units within the oilfield is still to be finalized.

          The following table summarizes certain information relating to the locations of the properties used by us:

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We anticipate that these offices will be suitable for our operations for the foreseeable future.

Item 3. Legal Proceedings.

There is no material pending legal proceedings to which our company is a party or of which any of our property is the subject, and no such proceedings are known by us to be contemplated.

There is no material proceeding to which any director, officer, or affiliate of our company, or any owner of record or beneficial owner of more than 5% of any class of voting securities of our company, or any associate of any such director, officer, affiliate of our company, or security holder is a party adverse to our company or has a material interest adverse to our company.

Item 4. (Removed and Reserved).

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PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

          Our shares are traded on the OTCQB operated by the OTC Markets Group under the symbol GGRN. A summary of trading by quarter for the 2010 and 2009 fiscal years is as follows:

          These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. As of November 30, 2010, we had 90 holders of record and 240 active certificates of our common stock.

Dividends

          We have not declared any cash dividends, nor do we have any plans to do so. Management anticipates that, for the foreseeable future, all available cash will be needed to fund our operations.

          On December 13, 2005, we paid a stock dividend of three additional shares of common stock for each one share of common stock outstanding. After the stock dividend was paid, there were 24,080,000 shares of common stock outstanding.

Recent Sales of Unregistered Securities

          Other than the following items, information required to be reported for all sales of unregistered securities by us during the year ended November 30, 2010 has previously been reported in our Quarterly Reports on Form 10-Q or our previous Annual Report on Form 10-K during the year and is therefore not repeated here.

          On November 10, 2010 we completed a private placement of securities to a US subscriber pursuant to Rule 506 of Regulation D of the Securities Act of 1933 wherein we issued a convertible note in the amount of $25,000, due and payable on November 1, 2012 together with interest at the rate of 12% per annum compounded annually. At the election of the holder, the note and interest accrued thereon are convertible into units at a rate of $0.10 per unit. Each unit is comprised of one restricted share of common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase an additional common share at $0.25 per share for a two year term from the date of conversion. The note was issued to one person who represented that they were an accredited investor. No compensation was paid in connection with the issuance of this note.

          On December 21, 2010 we completed a private placement of securities to a US subscriber pursuant to Rule 506 of Regulation D of the Securities Act of 1933 wherein we issued a convertible note in the amount of $10,000, due and payable on December 21, 2012 together with interest at the rate of 12% per annum compounded annually. At the election of the holder, the note and interest accrued thereon are convertible into units at a rate of $0.10 per unit. Each unit is comprised of one restricted share of common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase an additional common share at $0.25 per share for a two year term from the date of conversion. The note was issued to one person who represented that they were an accredited investor. No compensation was paid in connection with the issuance of this note.

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          On February 14, 2011 we completed a private placement of securities to five US subscribers pursuant to Rule 506 of Regulation D of the Securities Act of 1933 wherein we issued five convertible notes in the aggregate amount of $140,500, due and payable on February 14, 2013 together with interest at the rate of 12% per annum compounded annually. At the election of the holders, the notes and interest accrued thereon are convertible into units at a rate of $0.10 per unit. Each unit is comprised of one restricted share of common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase an additional common share at $0.25 per share for a two year term from the date of conversion. The notes were issued to five persons, each of whom represented that they were an accredited investor. No compensation was paid in connection with the issuance of these notes.

          On February 15, 2011 we completed a private placement of securities to an offshore subscriber pursuant to Regulation S of the Securities Act of 1933 wherein we issued a convertible note in the amount of $50,000 due and payable on February 14, 2013 together with interest at the rate of 12% per annum compounded annually. At the election of the holder, the note and interest accrued thereon are convertible into units at a rate of $0.10 per unit. Each unit is comprised of one restricted share of common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase an additional common share at $0.25 per share for a two year term from the date of conversion. The note was issued outside of the United States to subscriber who represented that they were not a US person, as defined in Regulation S. No compensation was paid in connection with the issuance of this note.

Section 15(g) of the Securities Exchange Act of 1934

          Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

          Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

          We have two equity compensation plans under which our shares of common stock have been authorized for issuance to our officers, directors, employees and consultants, namely our 2004 and 2007 Nonqualified Stock Option Plans. Both plans provide for the issuance of stock options for services rendered to us. The board of directors is vested with the power to determine the terms and conditions of the options.

          The first of our two equity compensation plans was filed with the SEC on April 4, 2005 in a registration statement on Form S-8 (SEC file no. 333-123826) and registered 10,000,000 shares of common stock for sale thereunder. On March 23, 2006, the plan was amended and the number of shares to be issued thereunder was reduced to 5,000,000 shares. As of the date of this filing, 5,000,000 options have been granted and no options to acquire shares of common stock remain available for future issuance under this plan.

          The second plan was filed with the SEC on January 26, 2007 in a registration statement on Form S-8 (SEC file no. 333-140233) and registered 10,000,000 shares of common stock for sale thereunder. As of February 28, 2011 4,549,850 options have been granted and 5,450,150 options to acquire shares of common stock remain available for future issuance under this plan.

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          Both plans provided for the issuance of options to employees, directors, officers and/or others persons providing certain services to our Company. A total of 412,350 options have been exercised; 4,690,000 options have expired, unexercised; and 212,500 options were cancelled under the terms of two specific option grants.

Equity Compensation Plan Information

Item 6. Selected Financial Data

          We are a smaller reporting company as defined by Rule 12b-2 and are not required to provide the information under this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

          Our consolidated financial statements are prepared in accordance with United States generally accepted accounting principles.

Results of Operations

          The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the year ended November 30, 2010 which are included with this Report.

Revenues
We recorded a net loss of $8,343,495 for the twelve months ended November 30, 2010 and have an accumulated deficit of $34,680,536 since inception. We have had no operating revenues since our inception on June 10, 2003. We do not anticipate that we will generate any revenues during the period in which we are a development stage company. First revenues are expected to be from the Greensteam project with Aera, starting in early 2012 from engineering services provided on the first commercial scale unit.

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Expenses
Our expenses for the years ended November 30, 2010 and 2009 are outlined below:

          Consulting fees expenses decreased year over year as a result of a number of consulting arrangements being concluded in 2009, and the amortization of deferred compensation decreasing as the unamortized balance from older consulting agreements expired

          The increase in finance charges result from the accretion of charges in connection with convertible notes, which increased year over year.

          Interest and bank charges increased as a result of the higher accrual of interest in 2010 on project funding advances. Those funding advances increased from $1.4 million at November 30, 2009 to $8.4 million at November 30, 2010.

          Office and sundry expenses decreased in 2010 compared to 2009 mainly as a result of eliminating rent and administrative service fees from a company controlled by a director.

          Professional fees increased from the prior year mainly due to external accounting and audit costs for our UK subsidiary.

          Project development costs increased due to construction of the Greensteam demonstration project, which commenced in January, 2010, and the subsequent, ongoing development and refinement of that facility in preparation for testing in accordance with our agreement with Aera Energy LLC.

          Stock-based compensation includes the amortization of the fair value of vested options granted in the period, plus the amortization of the fair value of shares and options granted in prior periods. The difference between the expense in 2010 and 2009 is a result of certain options that were granted prior to 2010 being fully amortized and no new options being issued in 2010.

Liquidity and Capital Resources
Our financial condition for the years ended November 30, 2010 and 2009 and the changes between those periods for the respective items are summarized as follows:

Working Capital

The decrease in our working capital from November 30, 2009 to November 30, 2010 was primarily due to increases in convertible notes combined with an increase in payables and accrued liabilities. The payables and accrued liabilities increase was mainly due to accrued loan interest and accrued fees payable to officers and directors.

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Cash Used In Operating Activities 
          The largest component of the increase in cash used for operating activities was for project development costs related to the Greensteam demonstration facility. See the analysis above of expenses.

Cash Provided By (Used In) Investing Activities
          Cash was used to acquire office equipment for the Greensteam project office.

Cash from Financing Activities 
          Cash from financing activities was mainly comprised of net proceeds from the issuance of convertible debt in the approximate amount of $207,000 and funding advances of approximately $6,985,000 received from Aera Energy LLC under the terms of our agreement to fund construction of the Greensteam demonstration facility.

          Our ability to generate adequate amounts of cash to meet our needs is entirely dependent on the issuance of shares, debt securities, loans, or the sale of project equity.

          We estimate that we require $3.1 million during the next year as follows:

          We are still a development stage company and have not generated any revenues from our operations to date. We have no certainty that the cash flows necessary to meet the above requirements can be obtained from outside sources and we will have a serious liquidity issue until major funding is obtained, sufficient to cover ongoing project development costs and corporate operating expenses. First revenues are expected to be from the Greensteam project with Aera, starting in early 2012, from engineering services provided on the first commercial scale unit. We will be dependent initially on a few projects to grow our business. While our objective will be to broaden that project base as soon as is practicable, we need to balance expansion against ensuring the success of initial Greensteam projects. We are pursuing funding initiatives through a variety of sources.

Effect of Current Economic Conditions

          Any decrease in the price of fossil fuels is a potential negative factor in regard to how investors may view our Greensteam projects. With Greensteam, our expectation is that by 2012, when the first project earns revenue from selling steam, the price of fossil fuels will make the economics of the project favorable. The overall tightness of capital is a problem with respect to the

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ability of Greensteam project partners to secure major project funding, as Greensteam projects are capital intensive. We will initially concentrate on projects where either GHG or emissions compliance is a business-threatening issue and the owner has little choice in managing that threat.

Industry Trends

          There is strong global interest in converting waste biomass to energy. In industrial applications, this is driven by the business need to reduce air pollutants and greenhouse gas emissions and as a cost reduction or hedge to natural gas prices. In utility applications, it is driven by Renewable Portfolio Standards (RPS) regulations mandating that a percentage of electricity is supplied from renewable sources. In the U.S. RPS regulations are currently at the state level, air pollutant regulations are at both the state and federal levels, and GHG regulations are at the state level and led by California and some of the Northeast states.

Off Balance Sheet Arrangements

          We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

          In preparing its consolidated financial statements in accordance with U.S. generally accepted accounting principles our management is required to use their judgment in making estimates and assumptions that affect the amounts reported in its financial statements and related notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Many of our critical accounting policies are those subject to significant judgments and uncertainties which could potentially result in materially different results under different conditions and assumptions. We believe the following critical accounting policies reflect our most significant estimates, judgments and assumptions used in the preparation of our consolidated financial statements:

Financial Instruments and Concentration of Risk 
          We account for common stock purchase warrants at fair value in accordance with ASC 815, Derivatives and Hedging. The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that we make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.

Common Share Non-Monetary Consideration 
          In situations where common shares are issued and the fair value of the goods or services received is readily determinable, the fair value of the common shares is used to measure and record the transaction. The fair value of the common shares issued in exchange for the receipt of goods and services is based on the stock price as of the earliest of:

Stock-Based Compensation 
          On December 1, 2005, we adopted the fair value recognition provisions codified in ASC 718, Compensation-Stock Compensation. We use the modified-prospective-transition method. Under this method, compensation cost recognized for all periods prior to December 1, 2005 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of November 30, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to November 30, 2005, based on the grant-date fair value estimated in accordance with the provisions codified in ASC 718. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of provisions codified in ASC 718. The results for periods prior to December 1, 2005 were not restated.

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          We account for equity instruments issued in exchange for the receipt of goods or services from parties other than employees in accordance with ASC 718 and ASC 505, Equity. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.

Recent Accounting Pronouncements

          In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. We are currently evaluating the impact of ASU 2010-06, but do not expect its adoption to have a material impact on our financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

          We are a smaller reporting company as defined by Rule 12b-2 and are not required to provide the information under this item.

Item 8. Financial Statements and Supplementary Data

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GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED NOVEMBER 30, 2010 AND 2009
(Stated in U.S. Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of
Global Green Solutions Inc.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of Global Green Solutions Inc. (a development stage company) as of November 30, 2010 and 2009, and the related consolidated statements of operations and cash flows for each of the two years in the period ended November 30, 2010, and for the cumulative period from June 10, 2003 (date of inception) to November 30, 2010, and the consolidated statements of equity (deficiency) for the cumulative period from June 10, 2003 (date of inception) to November 30, 2010. 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 audits.

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 whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2010 and 2009, and the results of its operations and its cash flows for each of the two years in the period ended November 30, 2010, and for the cumulative period from June 10, 2003 (date of inception) to November 30, 2010, in conformity with United States generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations, has negative operating cash flows, has a stockholders’ deficiency and is dependent upon obtaining adequate financing to fulfil its development activities. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Tel: (604) 687-5841		P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075		Sute 1488 - 700 West Georgia Street
www.morgan-cas.com		Vancouver, B.C. V7Y 1A1

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS
(Stated in U.S. Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)

Non-Cash Investing And Financing Activities (Note 12)

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL GREEN SOLUTIONS INC.
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIENCY)

ACTIVITY FROM INCEPTION, JUNE 10, 2003, TO NOVEMBER 30, 2010:
(Stated in U.S. Dollars)