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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

 

x

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

 

For the quarterly period ended September 30, 2012

 

or

 

 

o

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

 

For the transition period from __________________ to __________________________

 

Commission file number: 000-54395

 

GREEN ENVIROTECH HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

DELAWARE

 

32-0218005

(State or other jurisdiction of incorporation or organization)

 

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

 

PO Box 692 Riverbank, CA

 

 

95367

(Address of principal executive offices)

 

(Zip Code)

 

(209) 881-3523

(Registrant's telephone number, including area code)

 

N/A

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

 

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

 

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

 

Large accelerated filer o

 

Accelerated filer o

Non-accelerated filer o

(Do not check if smaller reporting company)

 

 

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   Yes o No x

 

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date; 249,958,471 shares of common stock are issued and outstanding as of October 25, 2012.


-1-

 

 

TABLE OF CONTENTS

 

 

 

Page
No. 

PART I. - FINANCIAL INFORMATION

Item 1.

Financial Statements.

3

 

Condensed Consolidated Balance Sheets as of September 30, 2012(Unaudited) and December 31, 2011

 

4

 

Condensed Consolidated Statements of Operations for the Nine and Three Months Ended September 30, 2012 and 2011(Unaudited)

 

5

 

Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 212 and 2011 (Unaudited)

 

6

 

Notes to Unaudited Condensed Consolidated Financial Statements

7

Item 2.

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

11

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

19

Item 4T

Controls and Procedures.

19

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

20

Item 1A.

Risk Factors.

20

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

20

Item 3.

Defaults Upon Senior Securities.

20

Item 4.

Mine Safety Disclosures.

21

Item 5.

Other Information.

21

Item 6.

Exhibits.

21

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

  

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

 

 

-2-

 

 

PART 1. - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

GREEN ENVIROTECH HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN US$)

 
 

(Unaudited)

 
 

SEPTEMBER 30,

DECEMBER 31,

 

2012

2011

ASSETS

 
   
   

CURRENT ASSETS

  

   Cash

 $                         9,954

 $                   112,103

   Other current assets

                            4,784

                        75,000

        Total Current Assets

14,738

187,103

   

Fixed Assets

  

  Plant Equipment

                        125,000

                      125,000

  Construction in  progress

                        113,929

                      113,929

 

                        238,929

                      238,929

Other Assets:

 

 

  Deposits

                        261,890

                      261,890

 

                        261,890

                      261,890

 

   

TOTAL ASSETS

 $                     515,557

 $                   687,922

 
 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

CURRENT LIABILITIES

   Accounts payable

 $                     567,061

 $                   560,872

   Accrued expenses

                     1,756,725

                      736,784

   Secured debentures payable

                        305,000

                      380,000

   Loan payable - other

                        579,250

                      777,250

   Loan payable - convertible

                        176,250

                      203,250

   Derivative liability

                          60,063

                      151,738

   Loan payable - related party

                          38,687

                        72,496

        Total Current Liabilities

                     3,483,036

                   2,882,390

 

TOTAL LIABILITIES

                     3,483,036

                   2,882,390

 

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock, $0.001 par value, 25,000,000 shares authorized,

      0 shares issued and outstanding

                                  -   

                               -   

   Common stock, $0.001 par value, 250,000,000 shares authorized,

    247,752,589 and 170,433,232 shares issued and outstanding

                        247,752

                      170,433

      (4,790,081 shares are held in reserve)

   Additional paid in capital

                     5,039,529

                   4,216,149

   Additional paid in capital - warrants

                        390,798

                      387,799

   Deficit accumulated during the development stage

                    (8,645,558)

                 (6,968,849)

 

                    (2,967,479)

                 (2,194,468)

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $                     515,557

 $                   687,922

 
 


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

-3-

 

GREEN ENVIROTECH HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS (UNAUDITED)

FOR THE NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 AND

FOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH SEPTEMBER 30, 2012

       
  

IN US$

   
      

OCTOBER 6, 2008

      

(INCEPTION)

  

NINE MONTHS

NINE MONTHS

THREE MONTHS

THREE MONTHS

THROUGH

  

SEPTEMBER 30, 2012

SEPTEMBER 30, 2011

SEPTEMBER 30, 2012

SEPTEMBER 30, 2011

SEPTEMBER 30, 2012

       

REVENUE

 $                   -   

 $              1,950

 $                 -  

 $                    -   

 $             1,950

  

COST OF REVENUES

                                    -   

                            12,835

                                    -   

                                 750

                            33,633

  

GROSS PROFIT

                                    -   

                           (10,885)

                                    -   

                                (750)

                           (31,683)

  

OPERATING EXPENSES

    Wages and professional fees

                       1,368,442

                          791,899

                          826,164

                            87,903

                       3,408,865

    Professional fees - common stock issued and warrants issued

                            66,700

                          341,632

                                    -   

                                    -   

                       2,989,528

    General and administrative

                          200,128

                          300,198

                          104,711

                            19,888

                          892,349

 

Total operating expenses

                       1,635,270

                       1,433,729

                          930,875

                          107,791

                       7,290,742

  

NON-OPERATING EXPENSES

    Amortization of debt discount

                                    -   

                          362,423

                                    -   

                          260,166

                          123,120

    Interest expense

                          100,116

                          252,901

                            36,070

                            76,817

                          294,984

    Interest expense-penalty

                                    -   

                                    -   

                                    -   

                                    -   

                            67,750

    Interest expense-equity Issues

                           (58,676)

                                    -   

                             (1,797)

                                    -   

                          311,399

    Loss on debt conversion

                                    -   

                                    -   

                         (266,500)

                                    -   

                          142,800

 

Total non-operating expenses

                            41,440

                          615,324

                         (232,227)

                          336,983

                          940,053

  
  

NET (LOSS) FROM OPERATIONS

                      (1,676,710)

                      (2,059,938)

                         (698,648)

                         (445,524)

                      (8,262,478)

  

OTHER INCOME:

    Disposition of Riverbank Permits

                                    -   

                                    -   

                             

       -   

                                    -   

                          250,000

  

DISCONTINUED OPERATIONS:

    Gain on disposal of discontinued operations

                                      -

                         (429,066)

                                      -

                                      -

                         (429,066)

    Income from discontinued operations

                                      -

                            24,186

                                      -

                                      -

                            24,186

 

Total loss from discontinued operations

                                      -

                         (404,880)

                                      -

                                      -

(404,880)

  

NET (LOSS)

 $         (1,676,710)

 $       (2,464,818)

    $   (698,648)

 $        (445,524)

 $     (8,417,358)

  

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

                   189,654,639

                     66,874,053

            210,146,989

                     70,610,822

                     88,314,896

  

NET (LOSS) PER SHARE

 $              (0.0088)

 $            (0.0308)

  $    (0.0033)

 $         (0.0063)

 $          (0.0953)

  
  

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


-4-


GREEN ENVIROTECH HOLDINGS CORP.

(A DEVELOPMENT STAGE COMPANY)

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

FOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH SEPTEMBER 30, 2012

    

                                                IN US$

 
   

(Unaudited)

   

OCTOBER 6, 2008

 

Unaudited

Unaudited

(INCEPTION)

 

NINE MONTHS ENDED

NINE MONTHS ENDED

THROUGH

 

SEPTEMBER 30, 2012

SEPTEMBER 30, 2011

SEPTEMBER 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:

   

   Net (loss)

 $                           (1,676,710)

 $                           (2,464,818)

 $                   (8,417,358)

    

Adjustments to reconcile net (loss)

  

  

 

  to net cash used in operating activities:

   

     Common stock issued for services, net of cancelations, including shares issued

                                    96,700

                                  484,512

                        2,859,729

        for loss on disposal of discontinued operations ($104,880)

   

     Premium on Common stock issued to reduce and extend debt

                                            -   

                                            -   

                           565,300

     Warrants issued as loan fees to brokers

                                      2,999

                                  287,515

                             33,321

     Warrants issued to officers

                                            -   

                                            -   

                           234,357

     Stock for Debt

                                            -   

                                  123,120

                           123,120

     Fair value change in derivative liability

                                   (91,675)

                                  107,507

                             60,062

    Loss on disposal of discontinued operations

                                            -   

                                  324,186

                           324,186

    Income from discontinued operations

                                            -   

                                   (24,186)

                           (24,186)

    

Change in assets and liabilities

   

    (Increase) in inventory

                                            -   

                                            -   

                                    -   

    (Increase) in deposits and other current assets

                                    70,216

                                   (19,900)

                         (266,674)

    Increase in accounts payable and accrued expenses

                               1,266,130

                                  707,160

                        2,565,900

          Total adjustments

                               1,344,370

                               1,989,914

                        6,475,115

          Net cash (used in) operating activities

                                 (332,340)

                                 (474,904)

                      (1,942,243)

    

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

   Expenditures related to purchase of equipment for Riverbank Plant

                                            -   

 

                         (125,000)

   Cash paid for acquisition of Magic Bright

                                            -   

                                 (300,000)

                         (300,000)

   Expenditures related to construction of building

                                            -   

                                     (5,000)

                         (113,929)

          Net cash (used in) investing activities

                                            -   

                                 (305,000)

                         (538,929)

    

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

   Issuance of stock for cash

                                  150,000

                                    50,000

                           230,000

   Proceeds received from loan payable - related party

                                      2,100

                                    23,800

                        1,233,456

   Payments on loan payable - related party

                                   (35,909)

                                   (24,500)

                         (440,392)

   Proceeds received from loan payable - convertible

                                            -   

 

                           203,250

   Proceeds received from loan payable - other

                                  189,000

                                  728,250

                        1,469,312

   Payments on loan payable - other

                                            -   

                                   (72,500)

                         (509,500)

   Payments on loan payable - convertible

                                            -   

 

                                    -   

   Proceeds received from secured debentures

                                            -   

                                    50,000

                           380,000

   Payments on secured debentures

                                   (75,000)

 

                           (75,000)

          Net cash provided by financing activities

                                  230,191

                                  755,050

                        2,491,126

    

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

                                 (102,149)

                                   (24,854)

                               9,954

 

 

 

 

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD

                                  112,103

                                    26,184

                                    -   

 

 

 

 

CASH AND CASH EQUIVALENTS - END OF PERIOD

 $                                   9,954

 $                                   1,330

 $                            9,954

    

SUPPLEMENTAL CASH FLOW INFORMATION:

   

  Cash paid during the period for:

   

     Interest

 $                               100,116

 $                               214,901

 $                        281,114

    

NON-CASH SUPPLEMENTAL INFORMATION:

   

  Stock and liability for stock to be issued for services and interest

 $                                 96,700

 $                               484,512

 $                     2,859,729

  Interest expense-Equity Issues

 $                                (58,676)

 $                                         -   

 $                        311,399

  Warrants issued as loan fees to brokers

 $                                   2,999

 $                               287,515

 $                        289,758

  Conversion of loans payable for common stock

 $                               654,000

 $                                         -   

 $                     2,225,788


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


-5-


GREEN ENVIROTECH HOLDINGS CORP.

 

(FORMERLY WOLFE CREEK MINING, INC.)

 

(A DELELOPMENT STAGE COMPANY)

 

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND THE YEAR ENDED DECEMBER 31, 2011

 
  

IN US$

 
                    
                

Deficit

   
            

Additional

 

Additional

 

Accumulated

   
        

Additional

 

Paid-In

 

Paid-In

 

During the

   
  

Preferred Stock

 

Common Stock

 

Paid-In

 

Capital -

 

Capital -

 

Development

   
  

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Warrants

 

Options

 

Stage

 

 Total

 
                    

Balance - June 26, 2007 (Inception of Wolfe

               -   

 

 $           -   

 

                   -   

 

 $           -   

 

 $               -   

 

 $               -   

   

 $              -   

 

 $                -   

 
 

Creek Mining, Inc.)

                  
                    

Common shares issued to founders for cash

               -   

 

              -   

 

    44,999,895

 

       45,000

 

         (30,000)

 

                  -   

   

                 -   

 

           15,000

 
                    

Net loss for the period

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

                  -   

 

 

 

          (9,105)

 

            (9,105)

 
                    

Balance - December 31, 2007

               -   

 

              -   

 

    44,999,895

 

       45,000

 

         (30,000)

 

                  -   

   

          (9,105)

 

             5,895

 
                    

Common shares issued for cash

               -   

 

              -   

 

    15,000,000

 

       15,000

 

          10,000

 

                  -   

   

                 -   

 

           25,000

 
                    

Net loss for the year

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

                  -   

 

 

 

        (19,608)

 

          (19,608)

 
                    

Balance - December 31, 2008

               -   

 

              -   

 

    59,999,895

 

       60,000

 

         (20,000)

 

                  -   

   

        (28,713)

 

           11,287

 
                    

Net loss for the period January 1, 2009 through

                  

 

November 20, 2009 - date of merger with

                  
 

Green EnviroTech Corp.

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

                  -   

   

          (9,845)

 

            (9,845)

 
                    

Net effect of recapitalization with GreenEnviroTech

                  
 

Corp. including repurchase and subsequent

                  
 

cancellation of shares and issuance of new shares

               -   

 

              -   

 

                   -   

 

              -   

 

       (208,202)

 

                  -   

   

      (310,350)

 

        (518,552)

 
                    

To reclassify negative paid in capital to retained earnings

               -   

 

              -   

 

                   -   

 

              -   

 

        228,202

 

                  -   

   

      (228,202)

 

                   -   

 
                    

Net loss for the period November 21, 2009 through

                  
 

December 31, 2009

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

                  -   

 

 

 

      (347,179)

 

        (347,179)

 
                    

Balance - December 31, 2009

               -   

 

                -

 

    59,999,895

 

       60,000

 

                  -   

 

                  -   

   

      (924,289)

 

        (864,289)

 
                    

Common shares issued to consultants and officers

               -   

 

              -   

 

      2,510,375

 

         2,511

 

     2,125,271

 

                  -   

   

                 -   

 

      2,127,782

 
                    

Conversion of notes payable  to common stock

               -   

 

              -   

 

      1,006,488

 

         1,006

 

     1,005,482

 

                  -   

   

                 -   

 

      1,006,488

 
                    

Net loss for the year ended December 31, 2010

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

                  -   

 

 

 

   (3,261,492)

 

     (3,261,492)

 
                    

Balance - December 31, 2010

               -   

 

              -   

 

    63,516,758

 

       63,516

 

     3,130,753

 

                  -   

 

                  -   

 

   (4,185,781)

 

        (991,511)

 
                    

Issued Preferred Stock in purchase Magic Bright

   1,000,000

 

         1,000

 

                   -   

 

              -   

 

     4,999,000

 

                  -   

 

                  -   

 

                 -   

 

      5,000,000

 
                    

Acquisition Reserve in purchase Magic Bright

 (1,000,000)

 

       (1,000)

     

    (4,999,000)

 

                  -   

 

                  -   

   

     (5,000,000)

 
                    

Common shares issued in purchase of Magic Bright

               -   

 

              -   

 

         184,000

 

            184

 

        104,696

 

                  -   

 

                  -   

 

                 -   

 

         104,880

 
                    

Common shares issued to consultants for fees

               -   

 

              -   

 

    27,119,141

 

       27,119

 

        445,013

 

                  -   

 

                  -   

 

                 -   

 

         472,132

 
                    

Common shares issued for cash

               -   

 

              -   

 

         333,333

 

            333

 

          49,667

 

                  -   

 

                  -   

 

                 -   

 

           50,000

 
                    

Common shares issued for debt extensions

    

         380,000

 

            380

 

            1,520

 

                  -   

 

                  -   

 

                 -   

 

             1,900

 
                    

Conversion of notes payable and liabilities to common shares

   

    78,900,000

 

       78,900

 

        484,500

 

                  -   

 

                  -   

 

                 -   

 

         563,400

 
                    

Warrants issued to secured debenture holders

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

        123,120

 

                  -   

 

                 -   

 

         123,120

 
                    

Warrants issued to brokers

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

          18,242

 

                  -   

 

                 -   

 

           18,242

 
                    

Warrants issued to consultants for fees

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

          12,080

 

                  -   

 

                 -   

 

           12,080

 
                    

Warrants issued to Officers

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

        234,357

 

                  -   

 

                 -   

 

         234,357

 
                    

Options issued to Officers

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

                  -   

 

                  -   

 

                 -   

 

                   -   

 
                    

Net loss for the year ended December 31, 2011

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

                  -   

 

                  -   

 

   (2,783,068)

 

     (2,783,068)

 
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
                    

Balance - December 31, 2011

               -   

 

 $           -   

 

170,433,232

 

 $  170,432

 

 $  4,216,149

 

 $     387,799

 

 $               -   

 

 $(6,968,847)

 

 $  (2,194,468)

 
                    

Common shares issued to consultants and employees

               -   

 

              -   

 

2,300,000

 

         2,300

 

          64,400

 

                  -   

 

                  -   

   

           66,700

 
                    

Conversion of notes payable and liabilities to common shares

               -   

 

              -   

 

59,019,356

 

       59,019

 

        594,980

 

                  -   

 

                  -   

   

         653,999

 
                    

Common shares issued for debt extensions

               -   

 

              -   

 

1,000,001

 

         1,000

 

          29,000

 

                  -   

 

                  -   

   

           30,000

 
                    

Common shares issued for cash

               -   

 

              -   

 

    15,000,000

 

       15,000

 

        135,000

 

                  -   

 

                  -   

   

         150,000

 
                    

Warrants issued to secured debenture holders

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

            2,999

 

                  -   

   

             2,999

 
                    

Net loss for the nine months ended September 30, 2012

               -   

 

              -   

 

                   -   

 

              -   

 

                  -   

 

                  -   

 

                  -   

 

   (1,676,710)

 

     (1,676,710)

 
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
                    
  

               -   

 

 $             -

 

  247,752,589

 

 $  247,752

 

 $  5,039,529

 

 $     390,798

 

 $                 -

 

 $(8,645,558)

 

 $  (2,967,479)

 
                    

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


-6-



GREEN ENVIROTECH HOLDINGS CORP.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1

Basis of Presentation:

 

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2011 and 2010 audited financial statements included in Form 10-K and should be read in conjunction with the Notes to Financial Statements which appear in that report.

 

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on going basis, we evaluate our estimates, including those related intangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

 

In the opinion of management, the information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the nine-months period ended September 30, 2012 and 2011. All such adjustments are of a normal recurring nature. The financial statements do not include some information and notes necessary to conform with annual reporting requirements.


Note 2

Earnings/Loss Per Share

 

 Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of the convertible note. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented..

 

There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding in 2012 or 2011.

 

 

 

Note 3

New Accounting Standards

 

Emerging Growth Company Critical Accounting Policy Disclosure: We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.


 

-7-

 

 

 

GREEN ENVIROTECH HOLDINGS CORP.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


In June 2011, the FASB issued ASC update No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income.  The FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this update.  The amendments require that all non-owner changes in stockholder’s equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income.  The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and total for other comprehensive income, along with a total for comprehensive income.  

 

The entity is also required to present on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of comprehensive income are presented.  The amendments in this update should be applied retrospectively, and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.

 

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.


Note 4

Stockholders’ Equity (Deficit

 

As of September 30, 2012, there were 247,752,589 shares of common stock issued and outstanding compared to 170,433,232 shares of common stock issued and outstanding December 31, 2011 as reflected in the schedule below:


             
          

 

Additional 

        

Common Stock

 

Paid-In

        

Shares

 

Amount

 

Capital

             
             

Balance - December 31, 2011

 170,433,232 

 $170,433

 $4,216,149 

        

Common shares issued to consultants and employees

 2,300,000 

 2,300 

 64,400 

Conversion of notes payable and liabilities to common shares

 59,019,356 

 59,019 

 594,980 

Common shares issued for debt extensions

 1,000,001 

 1,000 

 29,000 

Common shares issued for cash

 15,000,000 

 15,000 

 135,000 

Balance - September 30, 2012

 247,752,589 

 $247,752 

 $5,039,529 

 

 

-8-

 

GREEN ENVIROTECH HOLDINGS CORP.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5

Accounts Payable and Accrued Expenses:


Accounts payable and accrued expenses at September 30, 2012 and December 31, 2011consisted of:


        

September 30, 2012

 

December 31, 2011

Accounts Payable

 $493,242 

 $516,691 

Accounts Payable-Related Parties

 4,717 

 44,182 

Accrued Salary-Officers

 1,182,689 

 446,119 

Accrued Salary-Non Officers

 166,000 

 84,000 

Accrued Payroll Taxes

 162,236 

 58,068 

Accrued Interest

 245,799 

 148,597 

        
        

 $2,254,683 

 $1,297,657 

 

Accounts payable- related party balances are to officers of the Company for non-reimbursed expenses paid on behalf of the Company. Accrued interest is related to outstanding loans payable.

 

Note 6

Loan Payable – Related Party

 

The Company has an unsecured, loan payable in the form of a line of credit with its CEO. The CEO had provided a line of credit up to $1,000,000 at 4% interest per annum to the Company to cover various expenses and working capital infusions until the Company can be funded.  This loan has been extended to December 31, 2012.  Balance of the loan at September 30, 2012 was $38,687 with accrued interest in the amount of $28,825.  


 

-9-

 


GREEN ENVIROTECH HOLDINGS CORP.

 (A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 7

Loan Payable – Other


The Company has unsecured loans with H. E. Capital, S. A. in different amounts.  These loans accrue interest at the rate of 8% per annum.  The due dates of the loans have been extended to December 31, 2012.  Balance of the loans at September 30, 2012 was $571,750 with accrued interest in the amount of $102,645.  History of the H. E. Capital loans is as follows:


       
    

September 30, 2012

 

December 31, 2011

       
       

Beginning Balance

 $769,750 

 

 $362,500 

   Additions

 189,000 

 

 542,250 

   Subtractions

 - 

 

 70,000 

   Stock Conversion

 387,000 

 

 65,000 

       

Ending Balance

 $571,750 

 

 $769,750 

Note 8

Loan Payable – Convertible

 

The Company has issued three Convertible Promissory Notes to Asher Enterprises, Inc. (Asher) totaling $135,500. These notes call for 4,790,081 shares of the Company's common stock to be placed into a reserve account. On August 23, 2011, the Company received a notice of default on these notes from Asher as a result of the Company's failure to remain current in its SEC filings and elected to impose a default of 50% of the outstanding note balance or $67,750 against the Company. On September 6, 2012 Asher converted $12,000 of this default into 1,666,667 shares of common stock of the Company. On September 19, 2012 Asher converted another $15,000 of the default into 2,419,355 shares of common stock of the Company. Accrued interest on these notes and the remaining balance of the default at September 30, 2012 was $32,068. These notes and default in the amount of $176,250 remain outstanding and in default as of September 30, 2012.

 

The Promissory Notes issued to Asher Enterprises, Inc. are Convertible Promissory Notes with a discounted conversion price. The value of the discount based upon the current market price of the Company Stock was recorded as a Derivative Liability. This Derivative Liability at September 30, 2012 was $60,063.

Note 9

Subsequent Events:

 

On October 3, 2012 Asher Enterprises, Inc. filed for a conversion of $7,500 of default debt into 2,205,882 common shares of the Company. These shares were issued to Asher on October 5, 2012. The Derivative Liability has already been booked as previously stated for these shares and the Asher Notes. The Company now has 249,958,471 shares issued and outstanding. The Company is in the process of amending its Charter to facilitate the authorization of an additional 250,000,000 million shares of common stock. This amendment will bring the authorized shares to a total of 500,000,000.

 


-10-

 

 

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

 

 

Corporate History

 

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

 

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

 

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

 

On August 9, 2010, the Company formed Green EnviroTech Riverbank, Inc., (“GETRB”) a California corporation, in anticipation of opening a plant in Riverbank, CA. The Company has previously announced its intention to dissolve GETRB, but has subsequently decided not to dissolve it in anticipation of opening a plant in California.

 

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

 

 

 

-11-

Overview of Our Business

 

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

 

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

 

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

 

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

 

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

 

 

-12-

 

 

Critical Accounting Policy and Estimates

 

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

 

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

 

 

Results of Operations

 

Nine Months Ended September 30, 2012 compared to Nine Months Ended September 30, 2011.

 

Revenues

 

The Company had no operating revenues for the nine months ended September 30, 2012. The Company had $1,950 in revenues for the nine months ended September 30, 2011.  These revenues were from the sale of waste plastic stored at the Riverbank Location. As a result of this sale, the Company had revenues from October 6, 2008 (inception) through September 30, 2011 for the first time.

 

Cost of Revenues

 

The Company had no cost of revenue for the nine months ended September 30, 2012.  The Company  had $12,835 in total cost of revenues for the nine months ended September 30, 2011. The cost of revenue for the nine months ended September 30, 2011was from the disposal of waste plastic.

 

 

-13-

 

 

Operating Expenses

 

The wages and professional fees for the nine months ended September 30, 2012 were $1,435,142 as compared to $1,133,531 for the nine months ended September 30, 2011. The wages and professional fees for the nine months ended September 30, 2012 included $206,442 in professional fees and $619,722 in wages.  

 

The general and administrative expenses for the nine months ended September 30, 2012 were $200,128 as compared to $300,198 for the nine months ended September 30, 2011, a decrease of approximately 33.33%. This decrease of $100,070 was the result of a decrease in travel, entertainment, advertising and marketing concerning the promotion of the company.

 

Non-Operating Expenses

 

The non operating expenses for the nine months ended September 30, 2012 were in the amount of $512,306 as compared to $615,324 for the nine months ended September 30, 2011. There was no amortization of debt discount for the nine months ended September 30, 2012 as compared to $362,423 for the nine months ended September 30, 2011.  The interest expense on the working capital notes was $100,116 for the nine months ended September 30, 2012 as compared to $252,901 in interest expense for the nine months ended September 30, 2011.  The overall decrease totaling $152,785 was the result of the Company recording a loss of $470,866 on debt conversion when the Company issued common shares to pay off $387,000 in H.E. Capital notes and $27,000 in Asher Enterprises, Inc. notes.  The Company using the Black-Sholes calculation to figure the Derivative Liability on the Asher convertible notes for September 30, 2012, calculated a Derivative Liability in the amount of $60,063.  Over the past nine months the Company has recorded a credit in the amount of $91,675 against the interest expense related to equity issues when adjusting the Derivative Liability on the Asher Debentures.  The Company recorded $32,999 in interest expense related to equity issues when the Company issued common shares and warrants to debenture holders for extending their notes to September 24, 2012.  The Company is reflecting a credit balance of $58,676 in the interest expense equity issues for the nine months ended September 30, 2012.  

 

 

Three Months Ended September 30, 2012 compared to Three Months Ended September 30, 2011.

 

Revenues

 

The Company had no operating revenues for the three months ended September 30, 2012 and 2011.

 

Cost of Revenues

 

The Company had no cost of revenue for the three months ended September 30, 2012.  The Company had $750 in total cost of revenues for the three months ended September 30, 2011. The cost of revenue for the three months ended for September 30, 2011was from the disposal of waste plastic.

 

Operating Expenses

 

The wages and professional fees for the three months ended September 30, 2012 were $826,164 as compared to $87,903 for the three months ended September 30, 2011. The wages and professional fees for the three months ended September 30, 2012 included $206,442 in professional fees and $619,722 in wages.  

 

The general and administrative expenses for the three months ended September 30, 2012 were $104,711 as compared to $19,888 for the three months ended September 30, 2011, an increase of approximately 426.5%. This increase of $84,823 was the result of an increase in payroll taxes, travel, entertainment, advertising and marketing concerning the promotion of the company.

 

 

-14-

 

Non-Operating Expenses

 

The non operating expenses for the three months ended September 30, 2012 were in the amount of $238,639 as compared to $336,983 for the three months ended September 30, 2011. There was no amortization of debt discount for the three months ended September 30, 2012 as compared to $260,166 for the three months ended September 30, 2011.  The interest expense on the working capital notes was $36,070 for the three months ended September 30, 2012 as compared to $76,817 in interest expense for the three months ended September 30, 2011.  The overall decrease totaling $40,747 was the result of the Company recording a debt conversion when the Company issued common shares to pay off $387,000 in H.E. Capital notes and $27,000 in Asher Enterprises, Inc. notes.  The Company using the Black-Sholes calculation to figure the Derivative Liability on the Asher convertible notes for September 30, 2012, calculated a Derivative Liability in the amount of $60,063.  Over the past three months the Company has recorded a credit in the amount of $1,797 against the interest expense related to equity issues when adjusting the Derivative Liability on the Asher Debentures.   The Company is reflecting a credit balance of $1,797 in the interest expense equity issues for the three months ended September 30, 2012 as compared to $0 for the three months ended September 30, 2011.

 

As a result of the above, the Company had a net loss of $2,147,575 for the nine months ended September 30, 2012 compared to a loss of $2,464,818 for the nine months ended September 30, 2011.

 

Liquidity and Capital Resources

 

Green EnviroTech Holdings Corp on September 30, 2012 had a balance of cash in the bank in the amount of $9,954. The Company had no accounts receivable and no Inventory on September 30, 2012.  The Company had other current assets in the amount of $4,784. The Company had accounts payable to vendors and accrued expenses in the amount of $2,323,786.

 

The Company has an unsecured, loan payable in the form of a line of credit with its CEO. The CEO had provided a line of credit up to $1,000,000 at 4% interest per annum to the Company to cover various expenses and working capital infusions. This note has been extended to December 31, 2012.  The CEO has advanced $1,233,456 from inception through September 30, 2012 and the Company has repaid $1,194,769 of these advances.  The Company converted $754,377 of these advances into shares of common stock on May 11, 2010 at $1.00 per share and converted $200,000 into shares of common stock on December 1, 2011 at $0.005 per share.  The remaining principal under this loan due as of September 30, 2012 is $38,687.  $28,824 of interest is accrued on the loan at September 30, 2012.  

 

The Company has unsecured loans with H. E. Capital, S. A. in different amounts.  These loans accrue interest at the rate of 8% per annum.  The due dates of the loans have been extended to December 31, 2012.  Balance of the loans at September 30, 2012 was $571,750 with accrued interest in the amount of $102,645.  History of the H. E. Capital loans is as follows:

 


       
    

September 30, 2012

 

December 31, 2011

       
       

Beginning Balance

 $769,750 

 

 $362,500 

   Additions

 189,000 

 

 542,250 

   Subtractions

 - 

 

 70,000 

   Stock Conversion

 387,000 

 

 65,000 

       

Ending Balance

 $571,750 

 

 $769,750 

 

 

 

-15-

 

 

The Company also entered into a loan payable with an individual in the amount of $20,000 at 10% due on demand. The Company repaid $10,000 of this note on August 10, 2010.  As of September 30, 2012 the loan has an outstanding balance of $7,500.   Interest expense for the nine months ended September 30, 2012 and 2011, was $673 and $631 respectively.  The interest expense on the nine months ended September 30, 2012 is calculated at 12%.  Accrued interest as of September 30, 2012 was $2,703

 

On January 24, 2011, the Company entered into a series of securities purchase agreements with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of $380,000 in 12% secured debentures (the “Debentures”). Legend Securities, Inc. a broker dealer which is a member of FINRA, received a commission of $45,600 and 19,000 warrants at an exercise price of $0.40 in connection with the sale of the Debentures. The Debentures were initially due at the earlier of 6 months from the date of issuance or upon the Company receiving gross proceeds from subsequent financings in the aggregate amount of $1,000,000. TheCompany raised $380,000 from the investors. The Company agreed to issue to the Investors five-year warrants to purchase an aggregate of 190,000 shares of common stock at an exercise price of $0.40, which may be exercised on a cashless basis. The Debentures bear interest at the rate of 12% per annum, payable upon maturity. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between the Company and the Investors.

 

The $380,000 in proceeds from the financing transaction was allocated to the debt features and the warrants based upon their fair values.  The value of the warrants ($123,120) was recorded as a debt discount on the secured debentures. This discount was amortized over the life of the secured debentures, nine months.

 

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

 

 The maturity date of these debentures has been extended to September 24, 2012. The Company issued common shares and warrants to the debenture holders for the extension.  The Company issued 1,000,000 common shares with a value of $30,000 and 100,000 five year warrants exercisable at $0.10 per share valued at $2,999.  The remaining balance on the Debentures on September 30, 2012 was $305,000.  Interest incurred for the nine months ended September 30, 2012 and 2011 were $30,782 and $32,047 respectively. Interest accrued through September 30, 2012 was $79,332.  The Company is presently negotiating an extension on the debentures.

 

The Company has issued three Convertible Promissory Notes to Asher Enterprises, Inc., in the amounts of $53,000 on April 12, 2011, $42,500 on April 27, 2011 and $40,000 on May 23, 2011.    The notes call for interest in the amount of eight percent (8%) per annum from the date of issue until due nine months from the issue date.   Asher Enterprises, Inc. has the right to convert the note or any part of the unpaid principal balance of the note into common shares of the Company anytime after one hundred eighty (180) days following the issue date of the note.  The conversion price is sixty three percent (63%) on the note issued on April 12, 2011 and sixty one percent (61%) on the other two notes.  The conversion price is calculated on the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date.  The funds were used for working capital.  

 

 

-16-

 

 

 These notes also call for 4,790,081 shares of the Company’s common stock to be placed into a reserve account.  On August 23, 2011, the Company received a notice of default on these notes from Asher as a result of the Company’s failure to remain current in its SEC filings, as a result of which default an additional 50% of the outstanding note balances or $67,750 was owed by the Company.  On September 6, 2012 Asher converted $12,000 of this default amount into 1,666,667 shares of common stock of the Company.  On September 19, 2012 Asher converted another $15,000 of the amounts due on the notes into 2,419,355 shares of common stock of the Company.  Accrued interest on these notes and the remaining balance of the default amounts at September 30, 2012 was $32,068.  On October 3, 2012 Asher Enterprises, Inc. submitted a notice  of conversion of $7,500 into 2,205,882 common shares of the Company.  These notes and default payments in the amount of $175,750 remain outstanding and in default as of September 30, 2012.  

 

The Promissory Notes issued to Asher Enterprises, Inc. are Convertible Promissory Notes with a discounted conversion price.  The value of the discount based upon the current market price of the Company Stock was recorded as a Derivative Liability.   This Derivative Liability at September 30, 2012 was $60,063.

 

Cash provided by financing activities for the nine months ended September 30, 2012 was $230,191 as compared to $755,050 for the nine months ended September 30, 2011.

 

We will seek to raise additional funds to meet our working capital needs principally through the additional sales of our securities.  However, we cannot guaranty that we will be able to obtain sufficient additional funds when needed, or that such funds, if available, will be obtainable on terms satisfactory to us.

 

We had cash of $9,954 as of September 30, 2012. In the opinion of management, our available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. Besides generating revenue from our current operations, we will need to raise additional capital to expand our operations to the point at which we are able to operate profitably. The Company expects increases in the legal and accounting costs and costs to obtain funding.   

 

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

 

Critical Accounting Policies Involving Management Estimates and Assumptions

 

Our discussion and analysis of our financial condition and results of operations is based on our financial statements.  In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we must make a variety of estimates that affect the reported amounts and related disclosures.

 

Stock Based Compensation.

 

 We will account for employee stock-based compensation costs in accordance with accounting standards requiring all share-based payments to employees, including grants of employee stock options, to be recognized in our statements of operations based on their fair values.  We will utilize the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life.  Changes in these inputs and assumptions could materially affect the measure of estimated fair value of our stock-based compensation.


 

-17-

 

 

Use of Estimates.

 

 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

Deferred Tax Valuation Allowance.

 

 Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized.  Income tax expense is the total of tax payable for the period and the change during the period in deferred tax assets and liabilities.

 

Emerging Growth Company.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

·         have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

·         comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·         submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·         disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

Rule 12b-2 of the Securities Exchange Act of 1934, as amended, defines a Smaller Reporting Company as an issuer that is not an investment company, an asset-backed issuer), or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

 

·  Had a public float of less than $ 75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

·  In the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

·  In the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.

 

-18-

 

We qualify as a Smaller Reporting Company.  Moreover, as a Smaller Reporting Company and so long as we remain a Smaller Reporting Company, we benefit from the same exemptions and exclusions as an Emerging Growth Company.  In the event that we cease to be an Emerging Growth Company as a result of a lapse of the five year period, but continue to be a Smaller Reporting Company, we would continue to be subject to the exemptions available to Emerging Growth Companies until such time as we were no longer a Smaller Reporting Company.

 

Off-Balance Sheet Arrangements

 

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

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable for a smaller reporting company.

 

Item 4T. Controls and Procedures.

 

Evaluation of Disclosures and Procedures

 

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

 

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

 

Changes in Internal Controls Over Financial Reporting

 

There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the three months ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

-19-


PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

On March 30, 2012 the Company as Respondent in arbitration was ordered by the Arbitrator with the American Arbitration Association to pay $8,850 plus accrued interest at 9% to Wellfleet Partners, Inc., a New York Corporation.  The Company had entered into an agreement with Wellfleet Partners, Inc. on August 12, 2011 for their services for one month starting on the agreement date.  Wellfleet is in the business of providing financial, management consulting and advisory type services to small and medium sized, private and publicly traded, national and internationally based companies.  There was a $9,500 fee due upon signing the agreement with Wellfleet which the Company was not able to pay.  The Company paid Wellfleet $2,000 on September 8, 2011. The Company was not able to pay the balance of the fee.  The Company carries the debt in its accounts payable.  Aggregate principal and interest owed as of September 30, 2012 is $10,465.


Item 1A. Risk Factors.

 

Not applicable to a smaller reporting company.

 

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

 

During the nine months ended September 30, 2012, the Company issued 2,300,000shares of common stock for services, 59,019,356 shares of common stock in exchange for the cancellation of debt, 1,000,000 shares of common stock in exchange for debt extension and 15,000,000 shares of common stock for $150,000.   The cash was used for working capital in the company.

 

In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Item 3. Defaults Upon Senior Securities.

 

The Company is in default under promissory notes issued to Asher Enterprises, Inc. for failure to make required payments of interest and principal and failure to comply with the reporting requirements of the Exchange Act. Aggregate principal and interest owed as of the date of this filing is $ 208,318.

 

The Company is in default under promissory notes issued on January 24, 2011 for failure to make required payments of interest and principal by September 24, 2012.  The Company is currently in negotiations regarding extensions on these notes .

Aggregate principal and interest owed as of September 30, 2012 is $384,332.

 

-20-

 

Item 4. Mine Safety Disclosures.

 

Not Applicable

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

No.

 

Description

31.1

 

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer

31.2

 

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer

32.1

 

Section 1350 Certification of Chief Executive Officer

32.2

 

Section 1350 Certification of Chief Financial Officer

EX-101.INS

 

XBRL INSTANCE DOCUMENT

EX-101.SCH

 

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

EX-101.CAL

 

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

EX-101.LAB

 

XBRL TAXONOMY EXTENSION LABELS LINKBASE

EX-101.PRE

 

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

 

-21-

 

 

 

 

SIGNATURES

 

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

 

 

 

 

Green EnviroTech Holdings Corp.

 

 

 

 

 

Date:  October 25, 2012

By:

/s/ Gary DeLaurentiis

 

 

 

Gary DeLaurentiis

 

 

 

Chief Executive Officer (principal executive officer)

 

 

Date:   October 25, 2012

By:

/s/ Wayne Leggett

 

 

 

Wayne Leggett

 

 

 

Chief Financial Officer (principal financial officer, principal accounting officer)

 

 


 

 

 

 

 

 

-22-