ITEM 1. BUSINESS
GENERAL INFORMATION ABOUT NEW GREEN TECHNOLOGIES, INC.
HISTORY OF COMPANY
On January 10, 2003, Home Services International, Inc. (“HSVI”) was merged from a prior company. HSVI intended to acquire, establish joint ventures and develop such businesses. HSVI was presented with a business plan for a unique alternative energy technology by the management of Internal Command International (“ICI”), a Florida based private firm. HSVI felt that the Energy Commander technology for low impact hydro power production presented a unique opportunity. HSVI saw ICI’s technology as fulfilling a unique niche in the energy market. Thus, HSVI sought to acquire the technology and related expertise through the reverse merger process.
On January 2, 2004, ICI entered into a merger agreement with HSVI. HSVI issued 27,500,000 shares of its Series A Preferred stock to the shareholders of ICI. In connection with this acquisition, the merged companies’ name was changed to Internal Hydro International, Inc. (“IHDR”). On February 4, 2004, the Company’s domicile was changed to Florida. ICI was not a related party.
As a result of the merger transaction with HSVI, the former ICI stockholders obtained control of HSVI's voting stock. For financial accounting purposes, the acquisition was a reverse acquisition of HSVI, under the purchase method of accounting, and was treated as a recapitalization with the ICI as the acquirer.
On February 20, 2007, we changed our name to Renewable Energy Resources, Inc.
On May 27, 2008 we changed our name to New Green Technologies, Inc ("New Green", or the "Company"). We are a publicly traded company listed on the OTC Electronic Bulletin Board and our Symbol changed on July 3, 2008 under the symbol "NGRN". The symbol and name change reflect the Company’s broader range of business endeavors to include the development of energy, green energy and biofuel projects. Our offices are located at 19337 US Highway 19 North, Suite 525, Clearwater Florida 33764. Our website is www.newgreentech.us.
BUSINESS STRATEGY
We are a development stage enterprise. We have acquired the Catalytic Activated Vacuum Distillation Process ("CAVD") and a Submerged liquid plasma system from EarthFirst Technologies, Inc. ("EarthFirst") in May 2008. The acquisition of the assets and technologies was accomplished by the issuance of 6.1 million shares of the Company’s common stock. We acquired the technologies to broaden our technology base, and to expand the Company’s entry into the renewable energy area. The CAVD and Plasma systems were designed, built and patented through years and millions of dollars in research and development under EarthFirst. CAVD has been commercialized for use for the production of carbon and fuels from tires, through an independent company, RCT, which is privately held and not related to New Green. New Green owns the rights to all of the intellectual property and uses for the CAVD besides tires, which reside in RCT. New Green keeps relations with RCT, and RCT delivered their first commercial plant in 2009. This plant is one of the first commercially viable plants utilizing a pyrolysis technology for the remediation of tires. Given the advanced state of the CAVD technology, New Green sought to position itself in all areas of the other available feedstocks for commercial use of the CAVD. These include automobile shredder residue ("ASR"), railroad ties, telephone poles, plastics, carpet waste, citrus and other bio wastes, waste wood, construction waste, tobacco waste, and numerous other waste materials. New Green, in its purchase from EarthFirst received a mobile semi-trailer mounted CAVD reactor, which has the ability to run any feedstock for verification. With the mobile facility coming on line, New Green will be able to use chemical testing of the feedstocks to prove out the energy potentials which were previously proven at the larger facility of the prior plant, and for similar feedstocks for the production of energy through electricity or through fuel processing.
ITEM 1. BUSINESS- continued
BUSINESS STRATEGY - continued
New Green is working closely with Florida Department of Environmental Protection to assure that all processed waste will be permitted or exempted for testing on an ongoing basis.
New Green and Green Energy Solutions, Inc. ("GES"), have entered into a joint venture to establish a large scale project in Alberta Canada, and is seeking, and has entered a proposal for a grant to study wood waste to power conversion using the CAVD technology. The grant feedstock was changed last year to encompass the remediation of railroad ties. The large amount of waste railroad tie stockpiles will be studied for energy production, as well as being an answer to rid areas of toxic leaching wood from construction waste, railroad ties and other wood waste. The bid process is being funded by Alberta Energy. The bid is for a full feasibility study to use the CAVD pyrolysis gasification process owned by NGRN, to convert the waste into oil and gas, and potentially use a plasma system, which New Green also has in its inventory. The joint venture would use their considerable resources to complete the feasibility study, and to source funding for the full commercial plant and operations for the project.
GES and New Green proposed to initiate a full feasibility study for the project, under a bid solicitation from Alberta Energy. If found acceptable, the CAVD operation for some railroad tie feedstock piles could support a 200 ton a day plant for years, from identified existing stockpiles, and perpetually with new waste being brought in. The plant would be modular and be able to be set up at different locations, if necessary. The system has been proven with numerous feedstocks, such as tires, carpet waste, and bio-waste, and was found to be emissions friendly by Oak Ridge National Laboratory.
The project will use modular CAVD technology in a large plant to reduce the volume of the stockpiled railroad ties, and if necessary, New Green’s plasma system to convert any hazardous materials remaining in the concentrated waste to cleaner burning gas. The system will be studied to use the recovered oil and gas for electrical production, using commercially available power generation systems, which New Green has identified, or reciprocating engines. Material remaining after gasification, specifically coal tar creosote and pentachlorophenol will be studied to determine the feasibility of selling them back to the railroad tie manufacturers as a means of reducing demand. In the event these materials are unable to be sold, New Green intends to dispose of them through it’s plasma pyrolysis system, which also creates a combustible gas for electrical production. New Green and GES expect the feasibility bid to be awarded by the end of May 2010.
New Green’s Energy Commander technology is being examined for use in the gas line and well industry for the production of electricity. New Green is seeking to enter into a licensing agreement for the production and marketing of the Energy Commander for use in the natural gas sector. The technology, which was originally derived for use with air and gas substances looks like it will prove out in commercial use for creation of electricity from large pressure natural gas wells. The use of the Energy Commander technology is expected to reduce the amount of Carbon Dioxide released from well operations, and provide efficient electricity for well use. The technology, which uses small amounts of pressure to create electricity from water flow, can use the massive amounts of gas pressure available to supply all electrical needs for natural gas well operations on site. Any excess electricity produced will be sold back to utility grid as green electricity. In addition, New Green will explore the potential of emission reduction credits issued as a result of the reduction in carbon emissions at the well sites.
New Green’s clean energy power system, the Energy Commander, is a patented technology, utilizing waste water, fluid or gas flow from any source where flow pressure is present, and yet wasted, to create electricity. While NGRN concentrates its efforts on its other waste to energy technologies, the Energy Commander will be developed through third parties to use its ability to take in the wasted pressure flows of gas wells to create electricity for use at the wells, to power filters and power needed at the well sites, including pumps. The Energy Commander was originally designed for use with air systems, so its adaptability for use with large pressures available from gas wells is expected to be technologically an easy fit. Any fluid, including gas goes through the heart of the patented Energy Commander system, into positive a displacement set of cylinders that creates massive mechanical forces, all of which is transferred to a generator creating both electricity, and optional air pressure, both being for direct use or storage. The gas then moves out of the unit, to its original destination pipeline, through the use of available reintroduction technologies. With tens of thousands of natural gas well heads in production in North America, the potential for use of the Energy Commander is considered to be substantial.
New Green’s management has chosen to concentrate on its efforts with its CAVD system for waste to oil and gas production, and has advised its EU partner, CM2 of Italy, that all agreements are henceforth cancelled due to their non-performance with the technology for hydro use. As well, New Green has concluded its relationship with Regent Machine Products, with the freeing of the final shares held in escrow from a lawsuit which was settled between the parties in 2007. New Green is not certain which version of the Energy Commander ("EC") will be used in the gas well operations, whether it is the Energy Commander IV or the Energy Commander V style system. New Green will let associated engineers decide the best type to use in this application.
New Green, with the acquisition from EarthFirst, also acquired all rights to a submerged plasma arc system, including a large prototype which is used to process waste fuels, and fluids for conversion into rich gas products. Submerged Plasma Arc Pyrolysis is designed to recycle a variety of liquid materials into a clean burning, combustible fuel. Some of the materials for which this unit was designed to convert to a useful, combustible gas include: chemical/hydrocarbon contaminated soil effluent, PCB contaminated transformer oil, water/land-based oil spills, refinery pit oil, antifreeze, solvents, processing oils, hazardous runoff water, paint sludge, crankcase sludge, bilge water, tank bottoms, and chemical wash water. AquaFuel is produced by using water as a feedstock. AquaFuel is a non-fossil, combustible synthesis gas that results from the introduction of an electric arc under water in the presence of carbon electrodes. The AquaFueler 1500 makes up to 3,000 cubic feet of clean-burning AquaFuel per hour for about five cents per cubic foot. Rod shaped carbon electrodes are automatically fed into the liquid-filled AquaFuel generation chamber. Liquids used in the process can range from salt water to raw sewage. Magnegas™ is produced using this technology with a non-water feedstock. New Green will be seeking to develop marketing and use of the Plasma technology, possibly in conjunction with the use of the CAVD system as a means of producing additional energy after implementation of the CAVD system on certain feedstocks.
ITEM 1. BUSINESS- continued
BUSINESS STRATEGY - continued
We have a permanent assignment of the patent for the Energy Commander ("EC") technology from the inventor. Other intellectual property patents on the new technology will be generated into patent pending status before and commensurate with fielding. Additional patents will, in the opinion of management, be generated from improvements in the technology.
The EC technology is still believed to have viability in the waste water flow as well, which has not achieved commercial acceptance or orders yet. The EC system has several advantages over all other alternative energy technologies. The EC system represents the first time, to our knowledge, that a technology used the positive displacement of water pressure to create mechanical force to create electricity. The advantages of the EC are numerous. Primarily, the system is designed for installation to take advantage of waste flows of water. Therefore, the cost of the energy to produce electricity will be virtually, if not literally, free. Second, the EC units will take up very little space; an EC unit takes up 1/100 the space of a solar array to gain the same amount of electrical output. Third, the system will sell for approximately $45,000, or $1500 per KW, which is competitive with other power generation devices. This means either high profit or low electrical cost making for a more competitive market entry.
Our goal is to become a major contributor to the renewable energy segment of the United States and European economies. The demand for alternative energy sources has increased significantly as oil prices continue to remain high. Our CAVD, Plasma, and EC technologies provides reliable electricity and production of oil and gas at a lower cost than current alternatives, and does so with free flows of wasted water or gas and waste oils and feedstocks for the CAVD and plasma.
The EC technology will have many applications in rural and third world areas. In the United States alone, there are over 70,000 dams that do not produce electricity, but many are capable of doing so with no environmental impact. The technology has numerous applications in third world areas where ready access to natural flow exists. Typically these areas will not support conventional hydropower systems but will support constant 24 hour a day power from the EC.
In today’s energy and renewable energy market, the positions of the players have stagnated. The renewable energy market has hinged around the six per cent mark for a number of years. We are targeting customers and industries with high electric utility costs and either large stockpiles of waste products or access to flow pressures of gas or fluid. We are placing special emphasis on the textile, oil and gas refining and drilling, home development, agricultural, and poultry, and a variety of industries with excess amounts of waste products, all of which have communicated great interest in placement of units. We are also targeting municipal, county, state and federal government facilities, including the U.S. military.
However, since inception, we have suffered recurring losses from operations and have been dependent on existing stockholders and new investors to provide the cash resources to sustain our operations.
Our long-term viability as a going concern is dependent on certain key factors, as follows:
● Our ability to continue to obtain sources of outside financing.
● Our ability to increase profitability and sustain a cash flow level that will ensure support for continuing operations.
● Our ability to generate sustainable revenue and cash flow.
ACQUSITIONS OF SIMILAR TECHNOLOGIES
CM2 AGREEMENT:
In July, 2008, the Company informed CM2 that the agreement between the parties was no longer in force since CM2 seemingly had no ability to move forward with the Energy Commander project. New Green has identified better relations for production of the Energy Commander for use in the gas arena.
KINETIC ENERGY
As part of the Company’s review of its investment in Kenetic Energy Inc. concluded that there is no value and has written off its investment of $68,750 at December 31, 2009.
ITEM 1. BUSINESS- continued
GOING CONCERN RISK
We have had and could have losses, deficits and deficiencies in liquidity, which could impair our ability to continue as a going concern.
Based on our financial statements, certain factors raise substantial doubt about our ability to continue as a going concern. Since our inception, we have suffered recurring losses from operations and have been dependent on existing stockholders and new investors to provide the cash resources to sustain our operations. The above factors represent a continuing concern about out our ability to fully establish ourselves as a going concern.
IMPLEMENTATION OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING
We must obtain financing to fund the expansion of our operations. Such outside financing must be provided from the sale of equity or third party financing. Further, the sale of equity securities will dilute our existing stockholders' interests, and borrowings from third parties could result in our assets being pledged as collateral. While we are currently able to fund all basic operating costs, it is possible our operations could be restricted if loan terms increase our debt service requirements. There is no assurance that we can obtain financing on favorable terms.
EMPLOYEES
As of December 31, 2009, the Company had 2 full time consultants. Additionally, other consultants are engaged on an as needed basis.
ITEM 1A.
ITEM 1A. RISK FACTORS
Not Required
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Required
ITEM 2.
ITEM 2. PROPERTIES
Our principal executive offices are located at 19337 US Highway 19 North, Suite 525, Clearwater FL 33764 the office space rented from Bulova Technologies Group, Inc.
Management will continue to assess our needs for office space as we continue to expand our business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On March 14, 2007, a lawsuit was filed in the Circuit Court of the Thirteenth Judicial Circuit of the State of Florida, in and for Hillsborough County Circuit Civil Division (Case No.: 07-003056). The Plaintiff in the case was Lior Segal, the former CFO of Renewable Energy Resources, Inc. and the defendant is Renewable Energy Resources, Inc.
Mr. Segal claimed he was owed compensation of $4,500 for his work while employed by Renewable Energy Resources, Inc. and in addition, he had taken restricted shares of stock in lieu of cash compensation and since he is no longer with the Company, would like to return the restricted shares of stock and receive $22,500 in cash compensation in lieu of the restricted stock.
A judgment in favor of Mr. Segal was rendered on January 28, 2008 in the amount of $27,000 plus interest and costs. Mr. Segal will be returning the shares that he had received.
On April 23, 2008 the Company received notice of a lawsuit which was filed in the State of Alabama against the Company and several other defendants. The Plaintiff in the case is GA Energy LLC. et al v. Earthfirst Technologies, Inc et al; CV2008-900053. GA Energy is seeking the return of a $200,000 partial payment made for technology. In June, the Company sent a Demand Letter for $150,000, the balance of the monies owed under the contract. On July 14, 2008, the Company filed suit in Florida under the same contract seeking performance by GA Energy LLC. The company filed this lawsuit in Hillsborough against G A for failing to respond to a June 6, 2008 demand letter for payment of $150,000 as described in a 2006 technology contract. Management believes the Company will be successful in it pursuit of GA Energy LLC.
On February 18, 2009 an Order was entered in the Circuit Court of Morgan County, Alabama to dismiss the suit on the basis of improper venue. The dismissal was without prejudice.
On December 5, 2008 the Company received notice of a lawsuit which was filed in the State of Florida against the Company.
The Plaintiff in the case is Hyepong Cain et al v New Green Technologies Inc Case No: 08-CA-08406. Hyepong Cain is seeking repayment of a July 22, 2004 loan of $20,000 plus interest. The Company believes the case has no merit.
ITEM 4.
ITEM 4. SUBMISSION OR MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
We first started trading on June 13, 2002 under the name Tel-Voice Communication, Inc. on the Over The Counter Bulletin Board (“OTCBB”). In January, 2002, we started trading under the name Home Services International, Inc. under the symbol “HSVI.” On January 2, 2004, Internal Command International, Inc. (a private company) merged with Home Services International, Inc. (a publicly traded company under symbol of HSVI) to become Internal Hydro International, Inc. On January 16, 2004, the trading symbol was changed from HSVI to IHDR.
On July 27, 2004, the Board of Directors approved a 5 to 1 stock split of our common and preferred stock to become effective September 10, 2004. The stock split increased the number of outstanding shares of common stock from 2,875,279 to 14,376,395 and the number of outstanding shares of preferred stock from 5,750,000 to 28,750,000 as of September 10, 2004. All references to our common and preferred stock in the financial statements have been restated to reflect the stock split.
On February 20, 2007, we changed our name to Renewable Energy Resources, Inc. and obtained a new trading symbol on the OTC Bulletin Board of “RENW.”
On March 2, 2008, the Board of Directors approved a 1for 30 reverse of our common and preferred stock to be effective April 30, 2008. The stock reverse reduced the number of outstanding shares of common stock from 206,380,800 to 6,879,360 and the number of outstanding shares of preferred stock from 855,180 to 29,517 as of April 30, 2008. All references to our common and preferred stock in the financial statements have been restated to reflect the stock reverse split.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - continued
On May 27, 2008 we changed our name to New Green Technologies, Inc. and obtained a new trading symbol on the OTC Bulletin Board of “NGRN”.
As of April 1, 2010, we had 105,081,232 shares of common stock outstanding and 29,517 shares of class “A” preferred stock outstanding.
Set forth below are the high and low closing prices for our common stock as reported on the OTC Bulletin Board for the last two fiscal years.
The above quotations represent inter-dealer quotations without retail markup, markdown or commissions and may not represent actual transactions.
The closing price of our common stock was $.0075 per share on April 1, 2010.
RECORD HOLDERS
As of April 1, 2010, we had approximately 1,288 shareholders of record.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS FOR FISCAL YEAR ENDED DECEMBER 31, 2009
OUR TRANSFER AGENT IS:
ClearTrust, LLC
17961 Hunting Bow Circle
Unit 102
Lutz, Florida 33558
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. Any future determination relating to dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including the future earnings, capital requirements, financial condition and future prospects and such other factors as the Board of Directors may deem relevant.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - continued
RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM UNREGISTERED SECURITIES
During the last quarter of our fiscal year ended December 31, 2009, we completed the following transactions in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the "Act") as provided in Section 4(2) thereof. Each certificate issued for unregistered securities contained a legend stating that the securities have not been registered under the Act and setting forth the restrictions on the transferability and the sale of the securities. None of the transactions involved a public offering and no commissions were paid. We believe that each person had knowledge and experience in financial and business matters that allowed them to evaluate the merits and risks of our securities. We believe that each person was knowledgeable about our operations and financial condition.
None.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not Required
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our financial statements and related footnotes for the years ended December 31, 2009 and 2008 included in this Annual Report.
GENERAL
New Green Technologies, Inc. (the “Company”) was organized on December 31, 1996 as Tel-Voice Communications, Inc., a Nevada Corporation. On January 6, 2003, the Company changed its name to Home Services International, Inc. On January 2, 2004, we entered into a merger agreement with Internal Command International, Inc. and on January 13, 2004, the name of the Company was changed to Internal Hydro International, Inc. Our domicile was moved to Florida on February 4, 2004. On February 20, 2007, we changed our name to Renewable Energy Resources, Inc. On May 27, 2008, we changed our name to New Green Technologies, Inc. We are a publicly traded company listed on the OTC Electronic Bulletin Board under the symbol "NGRN”. Our offices are located at US HIGHWAY 19 NORTH SUITE 525, CLEARWATER FLORIDA 33764. Our website is www.newgreentech.us.
RESULTS OF OPERATIONS
Our operations during 2009 concentrated on gaining new renewable energy technologies which were at or close to commercial applications, sales and revenue, as well as concentrating on moving the existing Energy Commander technology into a position where it could be commercially operable, with no or little funding from the Company.
With the new management taking over in 2009, it was determined that the former management of the Energy Commander and the agreement with CM2 would be changed, and that other technologies would be sought and acquired from known relations with other companies, such as EarthFirst Technologies, and CAVD systems.
COMPARISON OF YEAR ENDED DECEMBER 31, 2009 TO YEAR ENDED DECEMBER 31, 2008
Revenues were $0 in both 2009 and 2008. The net loss of $896,265 for year ended December 31, 2009 compared to the net loss of $1,680,184 for the year ended December 31, 2008 was $783,919 less due to a several factors. Selling, general & administrative expenses decreased by $668,549. The majority change was a reduction of $584,526 in stock issued for services from $844,360 in 2008 to $259,834 in 2009 and a decrease in interest expense from $99,000 in 2008 to $48,667 in 2009. In addition, the Company had to write off $68,750 for the investment in Kenetic Energy.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
LIQUIDITY AND CAPITAL RESOURCES
We intend to commercialize the CAVD technology. The Energy Commander systems will be commercialized through third parties. There can be no assurance that any of the plans developed will produce cash flows sufficient to ensure long-term viability.
We have incurred additional deficits in cash flow from operating activities. These deficits have been funded from loans from shareholders. We are in discussions with potential funding sources. There can be no assurances that we will be successful and will produce cash flows sufficient to ensure its long-term viability.
Forward looking statements
We are including the following cautionary statement in this Form 10-K to make applicable and take advantage of the safe harbor provision of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, New Green Technologies, Inc. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. The statements contained herein and other information contained in this report may be based, in part, on management's estimates, projections, plans and judgments. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates", "believes", "expects", "intends", "future", "plans", "targets" and similar expressions identify forward looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements contained herein. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. Our expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in our records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that could cause actual results to differ materially from those discussed in the forward-looking statements: our dependence on limited cash resources, dependence on certain key personnel within the Company, and the ability to raise additional capital; our ability to obtain acceptable forms and amounts of financing; the demand for, and price level of, our products and services; competitive factors; the ability to mitigate concentration of business in a small number of customers; the evolving industry and technology standards; the ability to protect proprietary technology; the dependence on key personnel; and our ability to efficiently manage our operations. Accordingly, actual results may differ, possibly materially, from the predictions contained herein.
UNCERTAINTIES:
Development Stage Company
We are in the development stage. There is no assurance that our activities will be profitable. The likelihood of our success must also be considered in light of the problems, expenses, difficulties, complications, delays and all of the inherent risks frequently encountered in the formation and operation of a relatively new business.
Going Concern
The financial statements are presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time.
Management believes that current plans to expand our operations and a combination of financing and capital raising plans will provide sufficient working capital to allow us to continue as a going concern.
Costs of Conducting Business
We will still incur costs for research and development; however, the major work on the CAVD has been completed. Marketing efforts will be expanded as units become available. The ability to generate a profit depends, among other factors, on the amount of revenues from the sale of our products and our operating costs.
Technological Change
We expect that many new technologies and products will be introduced over the next several years. Our success will depend, among other things, on our ability to develop and maintain a competitively positioned technologically. There can be no assurance that we will have access to subsequently developed technologies by other persons. Technological advances by a competitor may result in our present or future products becoming noncompetitive or obsolete. We cannot be assured that competitors will not develop functionally similar or superior products, which events could have an adverse effect on our business.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued
UNCERTAINTIES - continued
Contracts
There can be no assurance that we will be able to obtain sufficient and suitable contracts for our business plan.
Fluctuations in Operating Results
Our revenues and results of operations may vary significantly in the future. Our revenues and results of operations are difficult to forecast and could be adversely affected by many factors, some of which are outside our control including, among others, the expected relatively long sales and implementation cycles for our products; the size and timing of individual license transactions and joint venture arrangements; seasonality of revenues; changes in the our operating expenses; changes in the mix of products sold; timing of introduction or enhancement of our products or our competitors; market acceptance of new products; changes in technology; personnel changes and difficulties in attracting and retaining qualified sales, marketing, technical and consulting personnel; changes in customers' budgeting cycles; quality control of products sold; and economic conditions generally and in specific industry segments.
There can be no assurance that our products will achieve broad market acceptance or that we will be successful in marketing our products or enhancements thereto. In the event that our current or future competitors release new products that have more advanced features, offer better performance or are more price competitive than the our products, demand for the our products would decline. A decline in demand for, or market acceptance of, our products as a result of competition, technological change, or other factors would have material adverse effects on the our business, financial condition and results of operations.
Seasonality
We do not expect to experience material seasonal variations in revenues or operating costs.
Off balance sheet arrangements
For the year ended December 31, 2009, we did not have any off balance sheet transactions.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Required
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements for this item begin on page.
NEW GREEN TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
New Green Technologies, Inc.
Clearwater, Florida
We have audited the balance sheets of New Green Technologies, Inc. as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows, for the years ended December 31, 2009 and 2008 and for the period from inception to December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Green Technologies, Inc. as of December 31, 2009 and 2008 and the results of their operations and cash flows for the two years then ended, and for period from inception to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We were not engaged to examine management’s assertion about the effectiveness of New Green Technologies, Inc.’s internal control over financial reporting as of December 31, 2009 included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting and, accordingly, we do not express an opinion thereon.
Baumann, Raymondo & Company PA
Tampa, Florida
April 14, 2010
See accompanying notes to financial statements footnotes which are an integral part of these financial statements
STATEMENTS OF CASH FLOWS - continued
NEW GREEN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
On January 10, 2003, Home Services International, Inc. (“HSVI”) was merged from a prior company. HSVI intended to acquire, establish joint ventures and develop such businesses. HSVI was presented with a business plan for a unique alternative energy technology by the management of Internal Command International (“ICI”), a Florida based private entity. HSVI felt that the Energy Commander technology for low impact hydro power production presented a unique opportunity. HSVI saw ICI’s technology as fulfilling a unique niche in the energy market. Thus, HSVI sought to acquire the technology and related expertise through the reverse merger process.
On January 2, 2004, ICI entered into a merger agreement with HSVI. HSVI issued 27,500,000 shares of its Series A Preferred stock to the shareholders of ICI. In connection with this acquisition, the merged companies’ name was changed to Internal Hydro International, Inc. (“IHDR”). On February 4, 2004, the Company’s domicile was changed to Florida. ICI was not a related party.
As a result of the merger transaction with HSVI, the former ICI stockholders obtained control of HSVI's voting stock. For financial accounting purposes, the acquisition was a reverse acquisition of HSVI, under the purchase method of accounting, and was treated as a recapitalization with the ICI as the acquirer.
On February 20, 2007, we changed our name to Renewable Energy Resources, Inc.
On May 27, 2008 we changed our name to New Green Technologies, Inc (New Green, or the Company). We are a publicly traded company listed on the OTC Electronic Bulletin Board and our Symbol changed on July 3, 2008 under the symbol "NGRN". The symbol and name change reflect the Company’s broader range of business endeavors to include the development of energy, green energy and biofuel projects. Our offices are located at 19337 US Highway19 North, Suite 525 Clearwater, Florida 33764. Our website is www.newgreentech.us.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The carrying amount of cash, accounts payable, notes payable and accrued liabilities, as applicable, approximates fair value due to the short term nature of these items in accordance with the provisions of ASC 820 “Fair Value Measurements and Disclosure”.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
Concentration of Credit Risk
The Company places its cash in what it believes to be credit-worthy financial institutions. However, cash balances may exceed FDIC insured levels at various times during the year. The Company has not experienced any loss in such accounts. There were no bank balances exceeding insured limits at December 31, 2009 and 2008.
Revenue
There was no revenue generated in the years ended December 31, 2009 and 2008.
Income Taxes
Income taxes are provided for based on the liability method of accounting pursuant to ASC 740 “Income Taxes”. Deferred income taxes, if any, are recorded, using enacted tax rates expected to apply, to reflect the tax consequences on future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end.
NEW GREEN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFCANT ACCOUNTING POLICIES - continued
Loss Per Share
The Company calculates earnings per share in accordance with ASC 260 "Earnings Per Share," which requires presentation of basic earnings per share ("Basic EPS") and diluted earnings per share ("Diluted EPS"). The computation of Basic EPS is computed by dividing loss available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. The computation of Diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. As of December 31, 2009, there were 2,116,667 warrants, but no stock options outstanding.
Stock Based Compensation
The Company is subject to the provisions of ASC 718 “Stock Compensation” which prescribes the recognition of compensation expense based on the fair value of options on the grant date. ASC 718 allows companies to continue applying APB 25 if certain pro forma disclosures are made assuming hypothetical fair value method, for which the Company uses the Black-Scholes option-pricing model. For non-employee stock based compensation, the Company recognizes an expense in accordance with ASC 718 and values the equity securities based on the fair value of the security on the date of grant unless a contract states otherwise. For stock-based awards the value is based on the market value for the stock on the date of grant and if the stock has restrictions as to transferability a discount is provided for lack of tradability. Stock option awards are valued using the Black-Scholes option-pricing model. The Company uses the fair value based method of accounting for its stock option plans. The Company expenses stock options and other share-based payments.
Investments
Management reviews its investments at least annually and makes appropriate adjustments.
Advertising
The Company expenses advertising costs as incurred. The Company had no advertising expense in the years ended December 31, 2009 and 2008.
Recently Issued Accounting Pronouncements
Management has not identified any new accounting pronouncements that are expected to have a material effect on the Company’s financial statements.
NOTE 2 - GOING CONCERN CONSIDERATION
Since its inception, the Company has suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide the cash resources to sustain its operations. During the years ended December 31, 2009 and 2008, the Company reported net losses of $896,265 and $1,680,184, respectively.
The Company’s long-term viability as a going concern is dependent on certain key factors, as follows:
·
The Company’s ability to obtain adequate sources of outside financing to support near term operations and to allow the Company to continue forward with current strategic plans. Management acquired the CAVD technology in March of 2008 to allow a greater opportunity of sales and associated cash flow in addition to financing and capital raising plans.
·
The Company’s ability to ultimately achieve revenue, adequate profitability and cash flows to sustain continuing operations.
These factors indicated that the Company may be unable to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
For the years ended December 31, 2009 and 2008 officers and directors of the company received no shares.
We borrow funds from officers and stockholders from time to time.
Four individuals named in Item 403 of Regulation S-B have advanced us money for general and administrative expenses: Kenneth Brown a Past President, James Baker a former Director and James Thomas a former Director. SEE NOTE 13
NEW GREEN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 3 - RELATED PARTY TRANSACTIONS - continued
As of December 31, 2009, Mr. Thomas was owed a total of $45,000 of which is covered by a promissory note, Mr. Baker was owed $150,000 plus interest, and Mr. Brown was owed $2,500.
There are no repayment terms specified for these loans except for Mr. Baker’s which matures in full in 2012 and 20% annually if he so requests. The 20% portion for 2010 is shown as a current liability. As such, we have classified the balance of the loans as other liabilities.
NOTE 4 - STOCKHOLDERS' EQUITY
On October 12, 2005, 246,667 shares were issued for the comprehensive Agreement for Licensing, Joint Venture Agreement, and Manufacturing Agreement with Regent Machine Products, LLC. Additionally, in the quarter ended June 30, 2006, 83,333 shares were issued under this agreement. On January 23, 2007, 50,000 shares were issued. A total of 380,000 shares have been issued under this agreement as reflected on the Income Statement under Research and Development. 3,183,333 common shares were issued for the purchase of the CAVD Technology and 2,800,000 common shares were issued for the Plasma/BORS Technology.
In 2004 when the Company then known as Televoice Communication merged with Home Services International Inc., debts were allegedly owed to Home Services international vendors. Home Services chose to pay the vendors by issuing common shares but failed to provide any supporting detail to support issuances. Since no records were turned over to the Company to allow verification, the shares which had been issued in 2004 were held in escrow. In 2008 it was determined with the advice of legal council that the most cost effective solution was to mail the certificates certified mail to the last known address. Those certificates returned to the Company would be turned over to the State of Florida as abandoned property.
On August 3, 2009 the Company entered into an Agreement with Bulova Technologies (BLVT) whereby BLVT would assume a portion of the debt owed to Craig Huffman for services performed as CEO and Director in the amount of $300,000 in exchange for 20,000,000 144 restricted common shares of the Company. In addition BLVT assumed a portion of the debt owed to James Thomas for services rendered as Director in the amount of $125,000 in exchange for 8,333,333 144 restricted common shares of the Company. In addition the Company issued 3,609,667 144 restricted shares to Craig Huffman for the balance of $54,145 owed him. James Thomas was issued 1,333,333 of 144 restricted shares in exchange for $20,000 owed to him and a Convertible Note for $45,000.
NOTE 5 - COMMON AND PREFERRED STOCK
The Company’s Articles of Incorporation authorize the issuance of up to 200,000,000 shares of common stock, with a par value of $.001 and the issuance of up to 70,000,000 shares of preferred stock, with a par value of $.001. On March 31, 2008 the Company authorized a 1:30 reverse split of both its Common and Preferred shares. All share amounts have been adjusted to reflect this reverse split.
COMMON STOCK
During the year ended December 31, 2008, the Company engaged in various transactions affecting stockholders’ equity, as follows: The Company issues shares of common stock from time to time to compensate consultants as consideration for services rendered. These shares are valued at the trading value on the date of grant or per contract. For the year ended, December 31, 2009, a total of 9,669,646 shares of common stock were issued to 9 individuals and organizations as payment for services totaling $259,834 and in 2008 8,218,536 shares of common stock were issued to 21 individuals and organizations as payment for services totaling $844,360.
For the year ended December 31, 2009, 7,666,500 shares of common stock were issued as payment for notes and loans totaling $126,282. Loans are interest bearing and the interest is paid by discounted stock valued as of the date of the loan. Pursuant to the terms of the loan, if the loan cannot be repaid within the specified time period, then shares are issued to the lender equal to the amount of the loan. The shares are discounted approximately 50%.
On December 15, 2009 the Company entered into a Secured Convertible Note for $50,000 with Asher Enterprises Inc at an Interest rate of 8%. The Transfer Agent (Island Stock Transfer) was instructed as a part of the Agreement, to reserve 17,441,860 common shares. This Convertible Note is included in our Notes Payable.
PREFERRED STOCK
The Company has designated the issuance of up to 70,000,000 shares of Series A Convertible Preferred Stock, with a par value of $.001. Series A Convertible Preferred Stock can be exchanged at the option of the stockholder into shares of common stock at the rate of one share of Series A Convertible Preferred Stock for one share of Common Stock at any time after the first anniversary of the original date of issuance. The Series A Convertible Preferred Stock shall rank, as to dividends and upon liquidation senior and prior to the Company’s Common Stock and to all other classes or class of stock issued by the Company, except as otherwise approved by the affirmative vote or consent of the holders of a majority of the shares of Series A Convertible Preferred Stock. In addition, so long as any share of Series A Convertible Preferred Stock shall be outstanding, the holders of such convertible preferred stock shall be entitled to receive out of any funds legally available, when, as and if declared by the Board of Directors of the Company, preferential dividends at the rate of ten percent (10%) per annum, payable upon the first anniversary date of the original issue date, then quarterly with payment to be made in either cash or in the issuance of additional share of Series A Convertible Preferred Stock. Such dividends shall be cumulative and begin to accrue from the original issue date, whether or not declared and whether or not there shall be net profits or net assets of the Company legally available for the payment of those dividends. To date, no dividend has been declared by the Board of Directors. The Series A Convertible Preferred stockholders shall be entitled to vote on all matters requiring a shareholder vote of the Company. Each Series A Convertible Preferred shareholder of record shall have one vote for each share of Series A Convertible Preferred stock outstanding. During 2006, 203,742 preferred shares were converted to common stock. On December 31, 2006 there were 36,184 shares of preferred outstanding. During 2007, 6,667 preferred shares were converted to common stock. During 2009, no preferred shares were converted to common stock. On December 31, 2009 there were 29,517 shares of preferred stock outstanding.
There was $29,017 in unpaid and undeclared cumulative dividends accrued during the year ending December 31, 2009. Total cumulative dividends unpaid and undeclared as of December 31, 2009 are $480,106.
NEW GREEN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 6 - PROPERTY AND EQUIPMENT
Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets of 3 to 5 years. Depreciation expense for the year ended December 31, 2009 and 2008 was $25,540 and $23,712, respectively. Property and equipment consisted of the following at December 31, 2009:
NOTE 7 - INTANGIBLES
The Company has reviewed ASC 350-30-35-3 in reaching its conclusion that the intangible assets of CAVD and BORS/PLASMA have indefinite lives. For the CAVD there are no legal, regulatory or contractual limitations. There are other technologies seeking to satisfy the same market needs, but none have commercial units nor is their technology the same. From an economic stand point the CAVD is more cost effective and has the capability of serving a wider range of markets. For the BORS/PLASMA there are no legal, regulatory or contractual limitations. The BORS is a unique process which has economic value with the increase in oil prices. The current price levels need to rise for the market/ demand to merit investing in marketing and production. The PLASMA technology has no legal, regulatory or contractual limitations. The PLASMA technology can be integrated with the CAVD in applications where hazardous byproducts result and need to be disposed of in a continuous closed operation.
Balances as of December 31, 2009 and 2008 are as follows:
Catalytically Activated Vacuum Distillation (CAVD) employs thermal cracking under vacuum for waste remediation and the production of alternative fuels from various solid feed stocks. Applications include automobile shredder waste, biomass including tobacco waste, citrus waste and distillers grains, textiles including carpet waste, and plastics. Depending on the feedstock, the system can be tailored to recover marketable gaseous, solid and liquid end-products. The system can be configured for waste remediation or waste to energy, depending on the user’s needs and feedstock. In biomass utilization, tests have shown the CAVD to produce liquid fuels with much higher caloric value than seen for similar technologies.
The Balanced Oil Recovery System (BORS Lift) is a device to recover petroleum from shallow, low-volume stripper wells (10 barrels per day or less). By lifting oil rather than pumping, the BORS Lift eliminates conventional rods, tubing, downhole pumps or pumping units and related maintenance costs, and allows recovery of the oil while leaving water present in the well behind.
Submerged Plasma Arc Pyrolysis (PLASMA) is designed to recycle a variety of liquid materials into a clean burning, combustible fuel. Some of the materials for which this unit was designed to convert to a useful, combustible gas include: chemical/hydrocarbon contaminated soil effluent, PCB contaminated transformer oil, water/land-based oil spills, refinery pit oil, antifreeze, solvents, processing oils, hazardous runoff water, paint sludge, crankcase sludge, bilge water, tank bottoms, and chemical wash water.
NEW GREEN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 7 - INTANGIBLES - continued
All three technologies have been proven out and the Company is still in the process of testing them to determine the best way for them to be brought to market. We expect them to be brought to market in 2011 and 2012.
The impairment analysis for CAVD Technology as an intangible asset with an indefinite life per ASC 360-10-35-21 is as follows:
We performed an impairment analysis on the CAVD Technology over at least the next seven years and expect Revenues to be at least $56,000,000 with resulting cash flow from operations to be at least $16,800,000. Revenue and net income for the CAVD is expected to begin in 2011.
The impairment analysis for BORS Technology as an intangible asset with an indefinite life per ASC 360-10-35-21 is as follows:
We performed an impairment analysis on the BORS LIFT Technology over at least the next seven years and expect Revenues to be at least $5,595,450 with resulting cash flow from operation to be at least $1,165,719. Revenue and net income for the BORS LIFT is expected to begin in 2012.
The impairment analysis for PLASMA Technology as an intangible asset with an indefinite life per ASC 360-10-35-21 is as follows:
We performed an impairment analysis on the PLASMA Technology over at least the next seven years and expect Revenues to be at least $12,000,000 with resulting cash flow from operation to be at least $2,400,000. Revenue and net income for the PLASMA Technology is expected to begin in 2012.
NOTE 8 - STOCK OPTIONS
There were no stock options granted nor were there any pro forma effect of the vesting of options granted during the years ended December 31, 2009 and 2008.
NOTE 9 - INCOME TAXES
The Company has no income tax provision or benefit in the periods ended December 31, 2009 and 2008. Prior to the merger transaction with HSI the Company elected to be treated as an S-Corporation as prescribed under Section 1362 of the Internal Revenue Code.
During the years ended December 31, 2009 and 2008, the Company generated a tax benefit related to operating loss carry forwards of $354,473 and $705,667 respectively that was equally offset by a valuation allowance.
At December 31, 2009, the Company had federal net operating loss carry forwards of approximately $6,628,020 that expire from 2010 to 2027 and state net operating loss carry forwards of approximately $1,168,327 that expire from 2010 to 2012. Substantially all of the deferred income tax asset of $7,796,347 relates to income tax benefits from net operating loss carry forwards. Because of the change of control issues under Section 382 of the Internal Revenue Code and the current uncertainty of realizing the benefits of the tax carry forward, an equal valuation allowance has been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period. Significant components of the Company’s deferred tax assets were as follows:
The valuation allowance increased by $354,473 during the year ended December 31, 2009.
NEW GREEN TECHNOLOGIES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008
NOTE 10 - COMMITMENTS AND CONTINGENCIES
In 2004 when the Company then known as Televoice Communication merged with Home Services International Inc., debts were allegedly owed to Home Services International vendors. Home Services chose to pay the vendors by issuing common shares but failed to provide any supporting detail to support issuances. Since no records were turned over to the Company to allow verification, the shares which had been issued in 2004 were held in escrow. In 2008, it was determined with the advice of legal council, that the most cost effective solution was to mail the certificates certified mail to the last known address. Those certificates returned to the Company were turned over to the State of Florida as abandoned property.
NOTE 11 - LOSS PER SHARE
Outstanding warrants were not considered in the calculation for diluted earnings per share for the years ended December 31, 2009 and 2008 because the effect of their inclusion would be anti-dilutive.
Warrants to purchase 2,116,667 shares of common stock were outstanding and excluded from the loss per share calculation at December 31, 2009.
NOTE 12 - INVESTMENTS
In July of 2004 the Company invested $68,750 in Kenetic Energy Inc. As part of its review of Investments the Company learned that Kenetic Energy had closed its doors and therefore the Investment was written off in 2009.
NOTE 13 - SHAREHOLDER LOANS
As of December 31, 2009, the Company had outstanding loans from two former directors who are shareholders totaling $195,000. The loan for $150,000 is a five year note with a maturity of August 2012. It has annual options for the note maker to receive up to 20 percent repayment if he elects. The second loan of $45,000 is evidenced by a promissory note with no repayment date.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with accountants on accounting and financial disclosure.
ITEM 9A
ITEM 9A (T). CONTROLS AND PROCEDURES
As required by Rule 13a-15 or 15d-15 under the Exchange Act, management carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that assessment, management believes that, as of December 31, 2008, the Company’s disclosure controls and procedures are effective.
In 2006 a transactions was not recorded involving a check for $200,000 received from GA Energy LLC as partial payment for a license to use the CAVD technology in several States. Internal Hydro (an earlier name of the Company) was in the process of obtaining from a third non related party the World Wide License owner. When the $200,000 was received it was immediately taken by President to the bank and converted to a cashier’s check for the benefit of the World Wide License owner as partial payment for the World Wide License.
The Company did not record either transaction because the check was not deposited into the Company bank account by the President but as noted above converted to a cashier’s check. Had the Company recorded the transactions, the initial transactions would have been to debit cash for $200,000 and credit liabilities “deposit” for $200,000. It would have been treated as a deposit since it was only partial payment The second transaction would have been to credit cash for $200,000 and debit to License “CAVD” . On April 23, 2008 a law suit was filed against the company to recover the $200,000. At this time the omission of 2006 was recognized. It was also at this time that, negotiations to obtain the Worldwide License for the CAVD technology from the third party drew to a close. During the year 2008 our controls were not effective however, at year end management believes that controls were effective.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework. Based on our evaluation, management concluded that internal control over financial reporting is effective at December 31, 2008.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in internal controls. The Company made no changes in its internal control over financial reporting that occurred during the Company’s fourth fiscal quarter that has materially affected, or which is reasonably likely to materially affect the Company’s internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
CURRENT OFFICERS AND DIRECTORS
The following table sets forth the name, age, and position of each executive officer and directors of the Company as of December 31, 2009:
BOARD OF DIRECTORS
The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the discretion of the Board of Directors.
The entire Board serves as the audit committee. In the future, we may designate other committees as necessary to conduct business. We believe our current structure is adequate based on the size of our company.
During the fiscal years ended December 31, 2008 and December 31, 2009, the Company accrued for our Directors to be compensated. The departing Directors were compensated with stock. Our current Directors have not received any compensation although we accrue for it. We will compensate our Directors under a schedule to be developed by the Board of Directors. No such payments shall preclude any Director from serving the Corporation in any other capacity and receiving compensation.
There have been no material changes to the procedures by which security holders may recommend nominees to the board of directors.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based solely upon a review of forms 3, 4, and 5 and amendments thereto, furnished to us during or respecting our last fiscal year, no director, officer, beneficial owner of more than 10% of any class of equity securities of the Company or any other person known to be subject to Section 16 of the Exchange Act of 1934, as amended, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act for the last fiscal year.
CODE OF ETHICS
We adopted a Code of Ethics for our Principal Executive and Senior Financial Officers. A copy of which was attached to our FORM 10-K filed on May 19, 2007.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to our executive officers for the fiscal years ending December 31, 2009 and 2008.
Summary Compensation Table
1. During 2008 Mr. Huffman was paid $29,500 and issued 300,000 shares of our common stock that was registered as S-8 and valued at $18,333.
2. During 2009 Mr. Huffman was paid $5,000 and issued 3,609,667 shares of our 144 common stock and valued at $54,145. In addition, $300,000 owed to Mr. Huffman was transferred to Bulova Technologies Inc. in exchange for 20,000,000 shares of our common stock issued to BULOVATECH LABS.
3. During 2009 Mr. Ring was paid $20,000.
Outstanding Equity Awards at December 31, 2009
ITEM 11. EXECUTIVE COMPENSATION - continued
Director Compensation
The following table sets forth the compensation paid to our then existing directors for the fiscal year ending December 31, 2009.
EMPLOYMENT AGREEMENTS
None
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information at December 31, 2009 with respect to the beneficial ownership of shares of common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of common stock, (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of April 1, 2010, we had 105,081,232 shares of common stock outstanding and 29,517 shares of class “A” preferred stock outstanding.
None of our officers or directors owned any preferred stock as of April 1, 2010.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS - continued
PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS - continued
(1)
Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 14, 2009. As of April 1, 2010, we had 105,081,232 shares of common stock outstanding and 29,517 shares of class “A” preferred stock outstanding.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as described below, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, or in any transaction to which we propose to be a party:
(A)
any of our directors or executive officers;
(B)
any nominee for election as one of our directors;
(C)
any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
(D)
any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.
We borrow funds from officers and stockholders from time to time. See NOTE 13.
Two individuals named in Item 403 of Regulation S-B have advanced us money for general and administrative expenses: James Baker and James Thomas, former Directors.
As of December 31, 2009, Mr. Thomas is owed $45,000 Promissory Note as a liability. There have been no repayment terms specified for these loans.
As of December 31, 2008 Mr. Baker is owed $150,000 plus interest. The note matures in 2012 and has a 20% redemption option each year.
Director Independence
During the first half of 2009, one of our Board of Directors, James Thomas was an independent Directors pursuant to the standards applicable to Regulation S-B. At this time, the Company does have one independent Director as that term is defined in NASD Rule 4200, John Stanton.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
AUDIT FEES
Baumann, Raymondo & Company, P.A. billed us in the aggregate amount of $78,664 and $55,799 for professional services rendered for their audit of our annual financial statements and their reviews of the quarterly financial statements included in our Form 10-K's and Form 10Q's for the years ended December 31, 2008 and December 31, 2009, respectively.
AUDIT-RELATED FEES
Baumann, Raymondo & Company, P.A. did not bill us, or perform professional services, for assurance and related services that were reasonably related to the performance of audit or review of the financial statements for the fiscal years ended December 31, 2008 and December 31, 2009.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For the fiscal year ended December 31, 2008 and December 31, 2009, Baumann, Raymondo & Company, P.A. did not bill us for, nor perform, any financial information systems design or implementation. For the fiscal years ended December 31, 2008 and December 31, 2009, we were not billed for professional services from any other accounting firm for information systems design or implementation.
TAX FEES
Baumann, Raymondo & Company, P.A. did not perform tax related services for the fiscal year ended December 31, 2008 they billed us in the aggregate amount of $1,250 for professional services rendered for tax related services for the fiscal year ended December 31, 2007.
ALL OTHER FEES
We were not billed for any other professional services for the fiscal year ended December 31, 2008 and December 31, 2009.
AUDITOR INDEPENDENCE
Our Board of Directors considers that the work done for us in the year ended December 31, 2008 and December 31, 2009 by Baumann, Raymondo & Company, P.A. is compatible with maintaining Baumann, Raymondo & Company, P.A.’s independence.
AUDITOR'S TIME ON TASK
All of the work expended by Baumann, Raymondo & Company, P.A. on our December 31, 2008 and December 31, 2009 audit was attributed to work performed by Baumann, Raymondo & Company, P.A. full-time, permanent employees.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference:
Exhibit
Description
3.1.1
Articles of Incorporation (1)
3.1.2
Amended Articles of Incorporation (1)
3.2
Bylaws (1)
14.1
Code of Ethics (2)
31.1
Certification of Chief Executive Officer and Acting Principal Financial Officer of New Green Technologies, Inc. required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer and Acting Principal Financial Officer of New Green Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
(1)
Incorporated by reference to our Registration Statement filed on Form 10-K dated March 1, 2000.
CERTIFICATION
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the undersigned has duly caused this Form 10-K to be signed on its behalf by the undersigned, there unto duly authorized, in the City of Clearwater, Florida on April 14, 2010.
Pursuant to the requirements of the Securities Exchange Act of 1933, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ George Ring
Date: April 14, 2010
Name: George Ring
Title: George Ring, Chief Executive Officer, Acting Principal Financial Officer, Director
/s/ John Stanton
Date: April 14, 2010
Name: John Stanton
Title: Director, Chairman of the Board