Energy Holdings International (EGYH) 10-Q 2009 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended   December 31, 2008

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-52631

GREEN ENERGY HOLDING CORP.

 (Exact Name of Registrant as specified in its charter)

Nevada	52-2404983
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)

2101 N.W. Boca Raton Blvd

Suite 260

Boca Raton, FL  33431

 (Address of principal executive offices)  (zip code)

(561) 400-1050

(Registrant's telephone number, including area code)

Check whether the issuer: (1) 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 is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

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

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

The number of shares outstanding of the Registrant's common stock, as of the latest practicable date: February 6, 2009 was 15,476,409. 

FORM 10-QSB

Green Energy Holding Corp.

TABLE OF CONTENTS

PART I  FINANCIAL INFORMATION
Item 1. Financial Statements for the period ended December 31, 2008
Balance Sheet (Unaudited)	5
Statements of Operations (Unaudited)	6
Statements of Cash Flows (Unaudited)	7
Notes to Financial Statements	9
Item 2. Management’s Discussion and Analysis and Plan of Operation	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	15
Item 4. Controls and Procedures	15
Item 4T. Controls and Procedures	15
PART II  OTHER INFORMATION
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3. Defaults Upon Senior Securities	20
Item 4. Submission of Matters to a Vote of Security Holders	21
Item 5. Other Information	21
Item 6. Exhibits	21
Signatures	21

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PART I  FINANCIAL INFORMATION

References in this document to "us," "we," or "Company" refer to GREEN ENERGY HOLDING CORP. and its subsidiary.

ITEM 1.  FINANCIAL STATEMENTS

GREEN ENERGY HOLDING CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

(Unaudited)

Quarter Ended December 31, 2008

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Green Energy Holding Corp.

Consolidated Financial Statements

(Unaudited)

	Page
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheet	5
Consolidated statements of operation	6
Consolidated statements of cash flows	7
Notes to consolidated financial statements	9

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GREEN ENERGY HOLDING CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
				Dec. 31, 2008
	June 30, 2008			(Unaudited)
ASSETS
Current assets
Cash	$	57		$	19
Total current assets		57			19
Fixed assets - net		276			-
Total Assets	$	333		$	19
LIABILITIES
& STOCKHOLDERS' EQUITY
Current liabilities
Accrued payables	$	41,614		$	-
Related party payables		18,000
Interest payable		4,796
Notes payable - related party		13,000
Notes payable		15,000
Total current liabilties		92,410			-
Total Liabilities		92,410			-
Stockholders' Equity
Preferred stock, $.10 par value;
1,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $.001 par value;
50,000,000 shares authorized;
1,106,109 (June 2008) and 15,476,109 (Dec. 2008)
shares issued and outstanding		1,106			15,476
Additional paid in capital		675,836			843,669
Deficit accumulated during the development stage		(769,019	)		(859,126	)
Total Stockholders' Equity		(92,077	)		19
Total Liabilities and Stockholders' Equity	$	333		$	19

The accompanying notes are an integral part of the financial statements.

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GREEN ENERGY HOLDING CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
													Oct. 14, 2003
													(Inception of
	Three Months			Three Months			Six Months			Six Months			Dev. Stage)
	Ended			Ended			Ended			Ended			Through
	Dec. 31, 2007			Dec. 31, 2008			Dec. 31, 2007			Dec. 31, 2008			Dec. 31, 2008
Revenue	$	-		$	-		$	-		$	-		$	10,000
Operating expenses:
Depreciation		56			56			112			112			956
Research and development														307
General and administrative		7,261			77,562			20,502			87,321			838,875
Write-offs														10,621
		7,317			77,618			20,614			87,433			850,759
Income (loss) from operations		(7,317	)		(77,618	)		(20,614	)		(87,433	)		(840,759	)
Other income (expense):
Interest income														621
Interest expense		(839	)		(433	)		(1,448	)		(2,674	)		(18,988	)
		(839	)		(433	)		(1,448	)		(2,674	)		(18,367	)
Income (loss) before provision
for income taxes		(8,156	)		(78,051	)		(22,062	)		(90,107	)		(859,126	)
Provision for income tax		-			-			-			-			-
Net income (loss)	$	(8,156	)	$	(78,051	)	$	(22,062	)	$	(90,107	)	$	(859,126	)
Net income (loss) per share
(Basic and fully diluted)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	(0.07	)
Weighted average number of
common shares outstanding		1,106,109			1,425,442			1,106,109			1,265,776

The accompanying notes are an integral part of the financial statements.

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GREEN ENERGY HOLDING CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
							Oct. 14, 2003
							(Inception of
	Six Months			Six Months			Dev. Stage)
	Ended			Ended			Through
	Dec. 31, 2007			Dec. 31, 2008			Dec. 31, 2008
Cash Flows From Operating Activities:
Net income (loss)	$	(22,062	)	$	(90,107	)	$	(859,126	)
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Depreciation		112			112			956
Accrued payables		10,746			(39,043	)		56,393
Receivables								(621	)
Related party payables		9,600			(18,000	)		51,174
Write-offs								10,621
Note discount					1,000			1,000
Compensatory debt issuances								15,000
Compensatory stock issuances								14,351
Net cash provided by (used for)
operating activities		(1,604	)		(146,038	)		(710,252	)
Cash Flows From Investing Activities:
Fixed assets								(1,120	)
Loans								(10,000	)
Net cash provided by (used for)
investing activities		-			-			(11,120	)
(Continued On Following Page)

The accompanying notes are an integral part of the financial statements.

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GREEN ENERGY HOLDING CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued From Previous Page)
							Oct. 14, 2003
							(Inception of
	Six Months			Six Months			Dev. Stage)
	Ended			Ended			Through
	Dec. 31, 2007			Dec. 31, 2008			Dec. 31, 2008
Cash Flows From Financing Activities:
Notes payable related party - borrowings					5,500			65,500
Notes payable related party - payments					(34,500	)		(81,500	)
Sales of common stock					175,000			727,391
Option issuance								10,000
Net cash provided by (used for)
financing activities		-			146,000			721,391
Net Increase (Decrease) In Cash		(1,604	)		(38	)		19
Cash At The Beginning Of The Period		1,741			57			-
Cash At The End Of The Period	$	137		$	19		$	19
Schedule Of Non-Cash Investing And Financing Activities
In 2006 the Company issued 500,000 shares of common stock for assets recorded at $0.
In 2007 the Company issued a note payable for $15,000 in exchange for the cancellation of
100,000 common stock options. In 2009 the Company recorded paid in capital from
debt relief of $7,203.
Supplemental Disclosure
Cash paid for interest	$	724		$	4,241		$	14,862
Cash paid for income taxes	$	-		$	-		$	-

The accompanying notes are an integral part of the financial statements.

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GREEN ENERGY HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Green Energy Holding Corp. (the “Company”), was incorporated in the State of Nevada on November 30, 2006 as a successor corporation to Green Energy Corp. which was incorporated in the State of Colorado on October 14, 2003. Green Energy Corp. acquired Green Energy Holding Corp. on December 18, 2006. The Company is a holding corporation currently exploring various opportunities in the energy area.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life, which is five years for vehicles, computers and other items.

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectibility is reasonably assured. Standard contract policy calls for partial payment up front with balance due upon receipt of final billing.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Green Energy Holding Corp. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

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GREEN ENERGY HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.

NOTE 2. OTHER MATTERS

On December 29, 2008 the Company completed a stock purchase agreement with outside investors, selling the investors 14,370,000 common shares for $175,000 in cash. In addition, current Company shareholders transferred an additional 575,000 common shares to the outside investors, leaving the outside investors with approximately 96.5% of the Company’s issued and outstanding common shares.  Pursuant to the terms of the Agreement, immediately following the closing, the Company had no financial obligations to any third parties.   The purchase price was negotiated between the parties and has no bearing of the price of the Company’s common stock.  The sale of common stock was made to unrelated third parties.

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  ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-QSB. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-QSB and the documents incorporated herein by reference contain forward-looking statements.  Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management.  Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, variations of such words, and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking  statements.  Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly the Annual Reports on Form 10-KSB, Quarterly reports on Form 10-QSB and any Current Reports on Form 8-K.

Overview and History

Green Energy Corp., originally organized as a Colorado corporation, organized under the laws of the State of Colorado and referred to in this document as “Old Green Energy”, commenced operations in 2003 as a marketer of a specific gasification technology for commercial applications to produce fuels and chemicals.

On November 20, 2003, Old Green Energy filed with the Colorado Division of Securities (the "Division"), Denver, Colorado, a Limited Registration Offering Statement under cover of Form RL pursuant to the Colorado Securities Code, relating to a proposed offering of up to 1,800,000 Common Shares of the Company. The Registration was declared effective by the Division on January 21, 2004. The offering was closed on June 29, 2004. Old Green Energy raised $263,850 and sold a total of 527,700 shares in the offering. 

In December, 2006, Old Green Energy structured a transaction, which is commonly referred to as a “change of domicile.” In connection with this transaction, a new corporation was formed under the laws of the State of Nevada with the name GREEN ENERGY HOLDING CORP. (the “Company”). Thereafter, Old Green Energy merged into the Company, which became the surviving corporation. The stockholders of the Company received the same number of shares they previously held in Old Green Energy. The Company succeeded to the business of Old Green Energy as its sole line of business.

Our Business

The Company was originally organized in October 2003 to capitalize on the growing market for alternative fuels and its co-products.  The Company acquired a non-exclusive license to a specific technology for the conversion of biomass to synthesis gas (“syngas”). The technology includes the ability to produce a consistent, high-quality syngas product that can be used for energy production or as a building block for other chemical manufacturing processes.

Through the end of calendar 2008, our growth strategy has encompassed a multi-pronged approach which is geared at ultimately developing production levels and lowering production costs, thereby driving profitability. This approach is summarized as follows:

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*	Develop production capacity using our licensed technology;
*	Acquire dormant industrial facilities with adaptable infrastructure for conversion to alternative energy production;
*	Adopt a flexible feedstock approach to plant development enabling use of various feedstocks, where applicable;
*	Employ a sector strategy to expansion by focusing on the forests products industry, a prolific provider of biomass waste streams and an area where we believe we have significant technological advantages; and
*	Manufacture and market products for use with fuels other than syngas, such as a biodiesel and to produce and sell these products in certain U.S. territories.

Following the sale of 96.5% of the Company’s capital stock at the end of calendar 2008, the Company decided to modify its focus, concentrating on acquiring cash producing oil and gas properties in middle region of the United States, as well as venturing with non-producing properties with a potential upside to increase production and value, utilizing our expertise and experience.  Additionally, it expects to also focus on all developing aspects of green energy in the Middle East and Africa regions.

Our corporate headquarters are located at 2101 N.W. Boca Raton Blvd, Suite 1, Boca Raton, FL  33431, and our telephone number is (561) 445-1050. We do not currently have a website.

Results of Operations

Net Loss. We incurred a net loss of $78,051 for the three months ended December 31, 2008 compared to a net loss of $8,156 for the three months ended December 31, 2007. We incurred a net loss of $859,126 from inception through December 31, 2008.

The net loss for the three months ended December 31, 2008 and for the three months ended December 31, 2007 results primarily from operating general and administrative expenses. The increase in the net loss was based on accrued amounts due to investor financial advisors ($35,000) and for legal fees ($37,000).  These obligations have not included as part of the accrued payables in the financial statements.  The remainder in loss is attributable to the amount of our operating general and administrative expenses. Our ability to achieve profitable operations is dependent on developing revenue. Our expectations are that we will not begin to show profitable operating results before the third quarter of our 2009 fiscal year, which commences July 1, 2009; however, given the uncertainties surrounding the timing of adding new capacity as well as predicting gross margin, we cannot assure you that we will show profitable results at any time.

During the three months ended December 31, 2008, the Company wrote off $77,618 of obligations to third parties (included some to related parties).  Portions of these obligations were forgiven by certain of the Company’s creditors.

Revenue. We had $-0- in revenue for the three months ended December 31, 2008 compared to $-0- in revenue for the three months ended December 31, 2007. We have had $10,000 in revenue from inception through December 31, 2008.

Operating Expenses. We incurred operating expenses of $77.618 for the three months ended December 31, 2008 compared to operating expenses of $7.317 for the three months ended December 31, 2007.  We incurred operating expenses of $840.759 from inception through December 31, 2008.

 Our operating expenses are comprised primarily of general and administrative expenses. The primary components of general and administrative expenses are the expenses of our corporate office, professional fees, general and administrative expenses. The increase in operating expenses is directly related to the increase in salaries during the relevant periods.

Gross Profit (Loss). We had no gross profit since inception, including for the three months ended December 31, 2008.

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Research and Development. Research and development expenses have been negligible since inception.

Liquidity and Capital Resources

As of December 31, 2008, we had cash totaling $57.

For the six months ended December 31, 2008, we had net cash of $146,038used for operating activities, compared to $1,604provided by operating activities for the six months ended December 31, 2007. From inception through December 31, 2008, we had net cash of $710,252 used for operating activities.

For the six months ended December 31, 2008, we had net cash of $146,000 provided by financing activities, compared to $-0-  for the six months ended December 31, 2007. From inception through December 31, 2008, we had net cash of 721,391 provided by financing activities. Most of the financing came from the sale of common stock.

This increase in net cash was a result of the Company’s selling 14,370,700 shares of our common stock for an aggregate of $175,000.  Following the closing of the sale, the new stockholders owned 96.5% of our outstanding shares immediately following the transaction, with the transaction cost not to exceed $500,000.  The proceeds from the sale were used to satisfy all of our outstanding liabilities and we received releases from our creditors.  The purchase price was negotiated between the parties and has no bearing of the price of the Company’s common stock.  The sale of common stock was made to unrelated third parties.  Pursuant to the terms of the Agreement, immediately following the closing, the Company had no financial obligations to any third parties.

Following the sale, the purchasers currently intend to continue the Company’s business focus of in the areas of  oil and gas, including exploration and development, as well as other energy projects including power development, both domestically and internationally.  We are currently in discussions with several intermediaries, advisors and investors to structure and raise the funds to optimally finance various potential projects, both domestically and in the Middle East. We are evaluating debt and equity placements at the corporate level as well as project specific capital opportunities. At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to use on commercially acceptable terms or at all. Our failure to raise capital as needed would significantly restrict our growth and hinder out ability to compete. We may need to curtail expenses, reduce investments in technology and research and development and forgo business opportunities. Additional equity financings are likely to be dilutive to holders of our common stock and debt financing, if available, may involve significant payment obligation and covenants that restrict how we operate our business.

Subsequent Events

       Following the closing of the sale of the common stock, the Company received an additional $325,000 for foreign investors in connection with the sale of 11,585,700 shares.  These proceeds are being used to cover closing costs not to exceed $500,000.

      These shares have been reserved, but will not be issued until the proposals described in an Information Statement to be filed with the Securities and Exchange Commission and mailed to the Company’s stockholders become effective.  The proposals include (i) changing the Company’s name, (ii) increasing its authorized shares, (iii) effectuating a change in the majority of its directors, and (iv) opting out of certain provisions of Nevada law relating to combinations with interested stockholders.

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Off-Balance Sheet Arrangements 

We have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements 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. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets 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 sources. Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set forth in Note 2 to our financial statements as included in this prospectus. These accounting policies conform to accounting principles generally accepted in the United States, and have been consistently applied in the preparation of the financial statements.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 123R "Share Based Payment." This statement is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation" and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. SFAS No. 123R addresses all forms of share based payment ("SBP") awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. Under SFAS No. 123R, SBP awards result in a cost that will be measured at fair value on the awards' grant date, based on the estimated number of awards that are expected to vest. This statement is effective for public entities that file as Registrants, as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. We adopted this pronouncement during the first quarter of 2005.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets - An Amendment of APB Opinion No. 29. The amendments made by SFAS No. 153 are based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for non-monetary exchanges of similar productive assets and replace it with a broader exception for exchanges of non-monetary assets that do not have "commercial substance." SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153 on its effective date did not have a material effect on our consolidated financial statements.

In March 2005, the FASB issued Financial Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations - an Interpretation of FASB Statement No. 143", which specifies the accounting treatment for obligations associated with the sale or disposal of an asset when there are legal requirements attendant to such a disposition. We adopted this pronouncement in 2005, as required, but there was no impact as there are no legal obligations associated with the future sale or disposal of any assets.

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In November 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections — A Replacement of APB Opinion No. 20 and SFAS Statement No. 3". SFAS No. 154 changes the requirements for the accounting and reporting of a change in accounting principle by requiring retrospective application to prior periods' financial statements of the change in accounting principle, unless it is impracticable to do so. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not expect the adoption of SFAS No. 154 to have any impact on our consolidated financial statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable

ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer each have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.  The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment..

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Risks Related to Our Business and Industry

We have a limited operating history.

We began operations in October 2003. Since the inception of our current business operations, we have been engaged in organizational activities, including developing a strategic operating plan, entering into contracts, hiring personnel, developing processing technology, raising private capital and seeking acquisitions. Accordingly, we have a limited relevant operating history upon which an evaluation of our performance and future prospects can be made.

We have had a history of net losses.

We incurred net losses of $78,051 for the fiscal quarter ended December 31, 2008, $8,156 for the fiscal quarter ended December 31, 2007 and a total of $859,126 from inception through December 31, 2008. At December 31,2008, we reported a stockholders’ equity of $19. Through December 28, 2008, we have been funding our operations primarily through the sale of our securities and loans from our major shareholder.  Effective December 29, 2008, we sold approximately 96.5% of newly issued stock for $175,000, which does not include the transaction fees and services not to exceed $500,000,  and expect to continue doing so for the foreseeable future. We expect to continue to incur net losses for the foreseeable future as focus on seeking potential joint venture partners and acquisitions in the area of oil, gas, and alternative energy.  Our ability to generate and sustain significant additional revenues or achieve profitability will depend upon the factors discussed elsewhere in this “Risk Factors” section. We cannot assure you that we will achieve or sustain profitability or that our operating losses will not increase in the future. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis in the future.

Because we have a history of losses and have a working capital deficit, our accountants have expressed doubts about our ability to continue as a going concern.

For the fiscal year ended June 30, 2008, our accountants have expressed doubt about our ability to continue as a going concern as a history of losses and a working capital deficit. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

* our ability to locate projects which will use our licensed technology; and

* our ability to generate revenues from this and other technology which we may acquire..

We recently expanded our business plan to include oil and gas, as well as alternative energy.  There will be additional costs to the Company as we expand focus.  We expect our operating costs to range between $200,000 and $250,000 for the fiscal year ending June 30, 2009. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues could cause us to go out of business.

We will be forced to continue to seek financing partners, either through debt or equity, to fund our ongoing business.

We recently sold approximately 96.5% of our Company to unrelated third parties.  While the new stockholders expect to enter into agreements with third parties in the energy arena, no agreements have been entered into.  Because it is expected that our business will not generate substantial revenues through the end of our fiscal year, June 30, 2009, we will be required to find financing resources.  

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We will need to raise additional funds in order to achieve our business objectives.

As of December 31, 2008, we had cash of $146,038.  We will need significant capital expenditures and investments over the next twelve months related to our growth program.  We are also currently evaluating potential joint venture partners.  We do not plan to use a portion of our current cash to fund these site acquisitions or provide seed equity for the projects while we analyze financing options.

We are currently in discussions with several intermediaries, advisors and investors to structure and raise the funds to optimally finance potential projects. We are evaluating debt and equity placements at the corporate level as well as project specific capital opportunities. We have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to use on commercially acceptable terms or at all. Our failure to raise capital as needed would significantly restrict our growth and hinder out ability to compete. We may need to curtail expenses, reduce planned investments in technology and research and development and forgo business opportunities. Additional equity financings are likely to be dilutive to holders of our common stock and debt financing, if available, may involve significant payment obligation and covenants that restrict how we operate our business.

Strategic acquisitions could have a dilutive effect on your investment. Failure to make accretive acquisitions and successfully integrate them could adversely affect our future financial results.

As part of our growth strategy, we will seek to acquire or invest in complementary (including competitive) businesses, facilities or technologies and enter into co-location joint ventures. Our goal is to make such acquisitions, integrate these acquired assets into our operations and reduce operating expenses. The process of integrating these acquired assets into our operations may result in unforeseen operating difficulties and expenditures, and may absorb significant management attention that would otherwise be available for the ongoing development of our business. We cannot assure you that the anticipated benefits of any acquisitions will be realized. In addition, future acquisitions by us could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which can materially and adversely affect our operating results and financial position.

We are dependent upon our officers and key personnel and the loss of any of these persons could adversely affect our operations and results.

We believe that the implementation of our proposed expansion strategy and execution of our business plan will depend to a significant extent upon the efforts and abilities of our officers and key personnel. Because the oil, gas and alternative energy industries are highly competitive,  we believe that the personal contacts of our officers and key personnel within the industry and within the scientific community engaged in related businesses are a significant factor in our continued success. Our failure to retain our officers or key personnel, or to attract and retain additional qualified personnel, could adversely affect our operations and results. We do not currently carry key-man life insurance on any of our officers.

Because we are smaller and have fewer financial and other resources than energy focused companies, we may not be able to successfully compete in the very competitive industry.

There are significant competition among existing oil, gas, and alternative energy companies.  Our business faces competition from a number of entities that have the financial and other resources that would enable them to expand their businesses.  Even if we are able to enter into joint venture agreements, our competitors may be profitable than us, which may make it more difficult for us to raise any financing necessary for us to achieve our business plan and may have a materially adverse effect on the market price of our common stock.

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The United States oil, gas, alternative energy industry is highly dependent upon federal and state legislation and regulation and any changes in that legislation or regulation could materially adversely affect our results of operations and financial condition.

The elimination or significant reduction in the federal tax incentive could have a material adverse effect on our results of operations

Costs of compliance with burdensome or changing environmental and operational safety regulations could cause our focus to be diverted away from our business and our results of operations to suffer.

Risks Related to an Investment in Our Common Stock

Our common stock price has fluctuated considerably and stockholders may not be able to resell their shares at or above the price at which such shares were purchased.

The market price of our common stock has fluctuated in the past, and may continue to fluctuate significantly in response to factors, some of which are beyond our control. For example, from December, 2004 through January 31, 2009, the high and low bid or sales price for our common stock has been $7.19and $.15 per share, respectively.  The stock market in general has experienced extreme price and volume fluctuations. The market prices of securities of fuel-related companies have experienced fluctuations that often have been unrelated or disproportionate to the operating results of these companies. Continued market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our common stock. Price volatility might be intensified under circumstances where the trading volume of our common stock is low.

We may not be able to attract the attention of major brokerage firms for research and support which may adversely affect the market price of our common stock.

Securities analysts of major brokerage firms may not publish research on our common stock. The number of securities competing for the attention of such analysts is large and growing. Coverage of a security by analysts at major brokerage firms increases the investing public’s knowledge of and interest in the issuer, which may stimulate demand for and support the market price of the issuer’s securities. The failure of major brokerage firms to cover our common stock may adversely affect the market price of our common stock.

Future sales of common stock or other dilutive events may adversely affect prevailing market prices for our common stock.

We are currently authorized to issue up to 50.0 million shares of common stock, of which 15,476,409 shares were issued and outstanding as of January 31, 2009.  This amount does not include an additional 11,585,700 shares that will be issued once the number of authorized shares has increase as follows:  we will increase the number of our authorized shares to 100.0 million shares of common stock, and 25.0 million shares of preferred stock.   Our board of directors has the authority, without further action or vote of our stockholders, to issue any or all of the remaining authorized shares of our common stock that are not reserved for issuance and to grant options or other awards to purchase any or all of the shares remaining authorized. The board may issue shares or grant options or awards relating to shares at a price that reflects a discount from the then-current market price of our common stock. The options and awards referred to above can be expected to include provisions that require the issuance of increased numbers of shares of common stock upon exercise or conversion in the event of stock splits, redemptions, mergers or other transactions. The occurrence of any such event, the exercise of any of the options or warrants described above and any other issuance of shares of common stock will dilute the percentage ownership interests of our current stockholders and may adversely affect the prevailing market price of our common stock.

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A significant number of our shares will be eligible for sale, and their sale could depress the market price of our common stock.

Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock. Virtually all shares of our common stock may be offered from time to time in the open market, including the shares offered pursuant to this prospectus. These sales may have a depressive effect on the market for the shares of our common stock. Moreover, additional shares of our common stock, including shares that have been issued in private placements, may be sold from time to time in the open market pursuant to Rule 144. In general, a person who has held restricted shares for a period of one year may, upon filing with the SEC a notification on Form 144, sell into the market common stock in an amount equal to the greater of 1% of the outstanding shares or the average weekly number of shares sold in the last four weeks prior to such sale. Such sales may be repeated at specified intervals.  Subject to satisfaction of a two-year holding requirement, non-affiliates of an issuer may make sales under Rule 144 without regard to the volume limitations and any of the restricted shares may be sold by a non-affiliate after they have been held two years. Sales of our common stock by our affiliates are subject to Rule 144.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and operating results. In addition, as a consequence of such failure, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we could be subject to regulatory action or other litigation and our operating results could be harmed.

Commencing with our fiscal year beginning July 1, 2010, we will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires our management to annually assess the effectiveness of our internal controls over financial reporting and, commencing with the fiscal year beginning July 1, 2010, our independent registered public accounting firm to report on these assessments. In connection with their audit of our financial statements for the fiscal year ended June 30, 2007, our independent accountants notified us and our board of directors that they had identified significant deficiencies that they considered material weaknesses in our internal controls. The material weaknesses related to the financial reporting process and segregation of duties. We have augmented and continue to augment our internal controls procedures and expand our accounting staff, but there is no guarantee that this effort will be adequate.

During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.

Investors should not anticipate receiving cash dividends on our common stock.

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings to support operations and to finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

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We may issue shares of preferred stock without stockholder approval that may adversely affect your rights as a holder of our common stock.

Upon our amending our certificate of incorporation authorizes us to issue up to 25.0 million shares of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue a series of preferred stock with rights to receive dividends and distributions upon liquidation in preference to any dividends or distributions upon liquidation to holders of our common stock and with conversion, redemption, voting or other rights which could dilute the economic interest and voting rights of our common stockholders. The issuance of preferred stock could also be used as a method of discouraging, delaying or preventing a change in control of our company or making removal of our management more difficult, which may not be in your interest as holders of common stock.

Provisions in our articles of incorporation and bylaws and under Nevada law could inhibit a takeover at a premium price.

As noted above, our articles of incorporation authorizes us to issue up to 1,000,000 shares of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our board of directors. Our bylaws limit who may call a special meeting of stockholders and establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholder meetings. Each of these provisions may have the effect to discouraging, delaying or preventing a change in control of our company or making removal of our management more difficult, which may not be in your interest as holders of common stock.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Effective December 29, 2008, we sold a total of 14,370,700 newly issued common shares, representing approximately  96.5% of its outstanding common stock after the sale.  The purchase price for these shares was an aggregate of $175,000, the proceeds of which were used to pay outstanding Company liabilities.  This amount does not include additional acquisition expenses, which include legal fees, accounting expenses and administrative expenses with the total transaction cost not to exceed  $500,000.

The shares were sold to accredited investors pursuant to Section 4(2) and Regulation  D of the Securities Act of 1933, as amended.  Additionally, 72% were also sold to non-U.S. persons pursuant to Regulation S of the Securities Act.  Each of the purchasers was provided with, or had access to, information including financial information about the Company.  We also filed a Form D with the Securities and Exchange Commission.

In January 2009, we received proceeds of $325,000 from foreign investors in connection with the purchase of 11,585,700 shares of our common stock.  These proceeds will to be used for working capital.  The shares were sold to accredited investors pursuant to Section 4(2) and Regulation S of the Securities Act of 1933, as amended.  Each of the purchasers was provided with, or had access to, information including financial information about the Company.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

On or about December 27, 2008, upon a recommendation by our Board, a majority of the Company’s shareholders approved the sale of approximately 96.5% of the Company for $175,000.

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS

Exhibits

3.1*	Articles of Incorporation
3.2*	Bylaws
21 *	List of Subsidiaries.
10.1	Stock Purchase Agreement between the Company and the Representative of the Stockholders, effective December 29, 2008 (filed with the Securities and Exchange Commission on Form 8-K on January 5, 2009).
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed under cover of Form SB-2 on February 27, 2007.

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 on February 11, 2009.

GREEN ENERGY HOLDING CORP.
By:	/s/ John Adair
	John Adair,
	Chief Executive Officer, President, and Chief Financial Officer (principal executive officer and Principal Financial and Accounting Officer)

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