Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2014


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

For the transition period from __________________ to __________________________

Commission file number: 000-54395

GREEN ENVIROTECH HOLDINGS CORP.

(Exact name of registrant as specified in its charter)



DELAWARE		32-0218005
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



210 S. Sierra Ave Suite A, Oakdale, CA		95361
(Address of principal executive offices)		(Zip Code)

(209) 848-4384

(Registrant's telephone number, including area code)

N/A

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

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

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

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

(Do not check if smaller reporting company)

Smaller reporting company x

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

Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date; 11,524,624 shares of common stock are issued and outstanding as of August 12, 2014.

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TABLE OF CONTENTS



		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
	Condensed Consolidated Balance Sheets as of June 30, 2014(Unaudited) and December 31, 2013	3
	Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2014 and 2013(Unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (Unaudited)	5
	Consolidated Statements of Changes in Shareholder Equity for the three months ended March 31, 2014 and 2013 (Unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4	Controls and Procedures.	16
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	17
Item 1A.	Risk Factors.	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3.	Defaults Upon Senior Securities.	18
Item 4.	Mine Safety Disclosures.	18
Item 5.	Other Information.	18
Item 6.	Exhibits.	18

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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

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PART 1. - FINANCIAL INFORMATION

Item 1. Financial Statements.


GREEN ENVIROTECH HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

		June 30,	December 31,
		2014	2013
ASSETS
CURRENT ASSETS
Cash		$ 442	$ 185
Other current assets		10,369	10,119
	Total current assets	10,811	10,304

Other Assets:
Engineering Costs		30,833	30,833
		30,833	30,833

TOTAL ASSETS		$ 41,644	$ 41,137

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable		$ 694,792	$ 686,538
Accrued expenses		2,717,971	3,119,084
Secured debentures payable		305,000	305,000
Loan payable - other		870,772	1,115,572
Loan payable - related party		-	12,287
	Total current liabilities	4,588,535	5,238,481

TOTAL LIABILITIES		4,588,535	5,238,481

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 25,000,000 shares authorized,
0 shares issued and outstanding		-	-
Common stock, $0.001 par value, 250,000,000 shares authorized,
10,539,124 and 5,904,688 shares issued and outstanding		10,639	5,905
Additional paid in capital		13,837,790	11,009,932
Deficit accumulated during development stage		(18,395,320)	(16,213,181)
	Total stockholders' equity (deficit)	(4,546,891)	(5,197,344)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$ 41,644	$ 41,137

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

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GREEN ENVIROTECH HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF EXPENSES (UNAUDITED)
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2014 AND 2013

		SIX MONTHS	SIX MONTHS	THREE MONTHS	THREE MONTHS
		JUNE 30, 2014	JUNE 30, 2013	JUNE 30, 2014	JUNE 30, 2013


OPERATING EXPENSES
Wages and professional fees		$ 853,357	$ 725,309	$ 503,975	$ 374,885
General and administrative		432,376	789,957	311,296	504,832
	Total operating expenses	1,285,733	1,515,266	815,271	879,717

NON-OPERATING EXPENSES
Amortization expense-debt discount		-	32,152	-	32,152
Interest expense		54,491	56,548	27,065	29,593
Loss on debt conversion		841,915	1,719,990	74,999	1,719,990
	Total non-operating expenses	896,406	1,808,690	102,064	1,781,735


NET (LOSS) FROM OPERATIONS		2,182,139	3,323,956	917,335	2,661,452

NET (LOSS)		$ 2,182,139	$ 3,323,956	$ 917,335	$ 2,661,452

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		8,579,653	2,569,886	10,068,166	2,749,085

NET (LOSS) PER SHARE		$ 0.25	$ 1.29	$ 0.09	$ 0.97

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

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GREEN ENVIROTECH HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013


	SIX MONTHS ENDED	SIX MONTHS ENDED
	JUNE 30, 2014	JUNE 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$ (2,182,139)	$ (3,323,956)

Adjustments to reconcile net (loss)
to net cash used in operating activities:
Common stock issued for services	440,451	656,800
Loss on debt conversion	841,915	1,719,990
Consulting services	30,000	-
Amortization of debt discount	-	32,152

Change in assets and liabilities
(Increase) in deposits and other current assets	(250)	(5,335)
Increase in accounts payable- related party	-	(4,713)
Increase in accounts payable and accrued expenses	631,280	540,067
Net cash (used in) operating activities	(238,743)	(384,995)


CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures related to construction of building	-	(8,012)
Net cash (used in) investing activities	-	(8,012)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock for cash	-	63,000
Proceeds received from loan payable - related party	-	2,000
Payments on loan payable - related party	-	(11,400)
Proceeds received from loan payable - other	239,000	355,600
Net cash provided by financing activities	239,000	409,200


NET INCREASE IN CASH AND CASH EQUIVALENTS	257	16,193

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	185	1,986

CASH AND CASH EQUIVALENTS - END OF PERIOD	$ 442	$ 18,179

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$ -	$ -

NON-CASH SUPPLEMENTAL INFORMATION:
Shares issued for related party debt	$ 821,108	$ -
Conversion of loans payable and accrued interest for common stock	$ 517,254	$ -
Shares issued for accounts payable and accruals	$ 196,864	$ -
Payment of accounts payable by related party	$ -	$ 2,000
Payment of related party debt by nonrelated party	$ -	$ 4,700
Exercise of warrants for AP	$ 15,000	$ -

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

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GREEN ENVIROTECH HOLDINGS CORP.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED JUNE 30, 2014 AND THE YEAR ENDED DECEMBER 31, 2013
(UNAUDITED)


						Deficit
						Accumulated
					Additional	During the
	Preferred Stock		Common Stock		Paid-In	Development
	Shares	Amount	Shares	Amount	Capital	Stage	Total

Balance - December 31, 2013	-	$ -	5,904,688	$ 5,905	$11,009,932	$ (16,213,181)	$ (5,197,344)


Common shares issued for services	-	-	520,000	520	207,830		208,350

Common shares issued for services- related party			575,000	575	231,526		232,101

Conversion of notes payable related party & accrued salary to common shares	-	-	821,108	821	820,287		821,108

Conversion of accounts payable and accruals to common shares			734,312	734	196,130		196,864

Conversion of notes payable to common shares			2,069,016	2,069	515,185		517,254

Exercise of warrants			15,000	15	14,985		15,000

Loss on debt conversion and services					841,915		841,915

Net loss for the three months ended JUNE 30, 2014	-	-	-	-	-	(2,182,139)	(2,182,139)

Balance - JUNE 30, 2014	-	$ -	$ 10,639,124	$ 10,639	$13,837,790	$ (18,395,320)	$ (4,546,891)

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

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GREEN ENVIROTECH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1-	Basis of Presentation:

The Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our December 31, 2013 and 2012 audited financial statements included in Form 10-K and should be read in conjunction with the Notes to Financial Statements which appear in that report.

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

In the opinion of management, the information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the six-months period ended June 30, 2014 and 2013. All such adjustments are of a normal recurring nature. The financial statements do not include some information and notes necessary to conform with annual reporting requirements.

In the quarter ending June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

Note 2-

Going Concern

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a working capital deficit of $4,577,724 and has accumulated deficit of $18,395,320 as of June 30, 2014. Further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

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GREEN ENVIROTECH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3-

Loan Payable – Related Party

Note 4-

Loan Payable – Other

The Company has unsecured loans with H. E. Capital, S. A. in various amounts. These loans accrue interest at the rate of 8% per annum. The due dates of the loans have been extended to December 31, 2014. Balance of the loans at June 30, 2014 was $433,272 with accrued interest in the amount of $69,016. The Company also has an agreement with H.E. Capital wherein the Company pays $5,000 monthly for financial services. As of June 30, 2014, $30,000 was due under these terms. A schedule of the H. E. Capital loans is as follows:



	June 30, 2014


Beginning Balance	$616,772
Proceeds	149,000
Consulting fees	30,000
Assignments	(115,000)
Non-cash conversions	(247,500)

Ending Balance	$433,272

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GREEN ENVIROTECH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company issued a promissory note in the amount of $150,000 at 8% on March 19, 2013 to a private investor. This note is extended to December 31, 2014. The Company used the proceeds from this note for working capital. As of June 30, 2014 this loan has an outstanding balance of $150,000 and accrued interest in the amount of $11,794.

On January 24, 2011, the Company entered into a series of securities purchase agreements with accredited investors pursuant to which the Company sold an aggregate of $380,000 in 12% secured debentures. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between the Company and the investors. As of June 30, 2014 these secured debentures have an outstanding balance of $305,000 and accrued interest in the amount of $144,195. These debentures are in default and the Company is in negotiations with the holders for extensions.

The Company entered into two new unsecured note agreements with a third party during the second quarter. Both notes are for one year at 8% interest. The first note was issued on May 5, 2014 for $50,000 and the second note was issued on June 2, 2014 for $40,000. These notes are collateralized by assets of the Company and can be repaid by common stock of the Company when presented for payment. The Company used the proceeds from these notes for working capital.

The Company also has three other notes outstanding for $7,500, $170,000, and $20,000 respectively. The total in loans payable as of June 30, 2014 was $1,175,772 and accrued interest was $251,988.

Note 5 -

Equity

Common Stock

During the first quarter, the Company issued 2,069,016 common shares for the conversion of $517,254 in notes payable. The Company also issued 34,312 common shares for the settlement of accounts payable of $21,864. A loss on the settlement of notes payable and accounts payable of $766,916 was recorded.

In February 2014, 15,000 warrants were issued at an exercise price of $1 per share for the settlement of $15,000 in payables to the warrant holder.

The Company issued 520,000 common shares for services valued at $208,350. The Company also issued 575,000 to directors and employees for services valued at $232,101. The Company issued 700,000 common shares to settle $175,000 in accounts payable. Loss on the accounts payable conversion and services was $74,999. The total loss on conversion for the six month period was $841,915.

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GREEN ENVIROTECH HOLDINGS CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6-

Limited Liability Companies:

On June 9, 2014, the Company formed two Limited Liability Companies in Texas. As of June 30, 2014, there was no activity in either of the two LLCs.

Note 7-

Subsequent Events:

On July 2, 2014, the Company in accordance with the consulting agreement signed with Black Pearl Management, Inc. (Black Pearl) on January 3, 2014, wherein Black Pearl will provide on an ongoing basis corporate structuring, financial evaluation and procurement of funding for multiple domestic and international sites by identifying joint venture partners and investors and assisting with negotiations on behalf of the Company, the Company issued 300,000 restricted common shares to Black Pearl by converting $75,000 of Black Pearl consulting fees at $0.25 per share. The agreement provides for Black Pearl to receive consulting fees in the amount of $25,000 a month commencing on January 3, 2014 until February 3, 2017.

On July 2, 2014, the Company issue restricted shares of common stock to each of the employees of the company for their dedicated service. In accordance with the wishes of the Board, the Company issue restricted shares of common stock to the employees, one vendor and two consultants of the Company as follows: Consultants were issued 5,000 restricted common shares each. The vendor received 40,500 restricted common shares to satisfy $20,250 in accounts payable. Gary M. De Laurentiis, CEO, was issued 250,000 restricted common shares. One employee was issued 25,000 restricted common shares. Lou Perches, COO, was issued 100,000 restricted common shares. Two employees were issued 5,000 restricted common shares each. Another employee was issued 50,000 restricted common shares.

On July 2, 2014, the Company issued 100,000 shares of restricted common stock of the Company in accordance with the Addendum 1 signed and in effect on February 1, 2014 with Coast Northwest Management LLC (Coast) wherein the addendum is part of the consulting agreement signed and dated August 26, 2013 with Coast. The addendum provides for Coast to secure three agreements, (such as memorandums of understanding, letters of intent, licensing agreements, operating agreements, etc) on behalf of the Company. In exchange Coast is to receive 100,000 shares of restricted common stock of the Company.

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

Overview of Our Business

Green EnviroTech Holdings Corp. (the “Company”) is a pre revenue-stage technology company that has developed a patent pending oil conversion process utilizing a mixture of plastic and tires. The "GETH Process" revolutionizes the disposal of plastic waste and tires and cleans up our landfills. The Company will produce high grade oil from the tires and plastic. The Company has received a contract for sale of oil to Conoco .

Corporate History

The Company, formerly known as Wolfe Creek Mining, Inc., was incorporated in the State of Delaware on June 26, 2007. On November 20, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Green EnviroTech Acquisition Corp., a Nevada corporation, and Green EnviroTech Corp. (“Green EnviroTech”), a plastics recovery, separation, cleaning, and recycling company. Green EnviroTech is a Nevada corporation formed on October 6, 2008 under the name EnviroPlastics Corporation. On October 21, 2009, Enviroplastics Corporation changed its name to Green EnviroTech Corp. and on July 20, 2010, the Company changed its name to Green EnviroTech Holdings Corp.

Pursuant to the Merger Agreement, on November 20, 2009 (the “Closing Date”), Green EnviroTech Acquisition Corp. merged with and into Green EnviroTech, resulting in Green EnviroTech becoming a wholly-owned subsidiary of the Company (the “Merger”). As a result of the consummation of the Merger Agreement, the Company issued approximately 450,000 shares of its common stock to the shareholders of Green EnviroTech, representing approximately 45% of the issued and outstanding common stock of the Company following the closing of the Merger. Further, the outstanding shares of common stock of Green EnviroTech were cancelled. The acquisition of Green EnviroTech is treated as a reverse acquisition, and the business of Green EnviroTech became the business of the Company. Immediately prior to the reverse acquisition, Wolfe Creek was not engaged in any active business.

On March 27, 2013, the Company completed a 1 for 100 reverse split of its common stock. Share amounts in this report and previous reports subsequent to the reverse split have been retroactively adjusted where needed.

Recent Developments

On May 8, 2014, the Company signed a memorandum of understanding with Cenco Leasing LLC (“Cenco”), in which the memorandum calls for a joint venture to be formed between the Company and Cenco for the purpose of funding a GETH facility in Stockton, CA with Cenco funding the project. The Company will own 30% (thirty percent) of the joint venture and Cenco will own 70%. The memorandum also calls for Cenco to provide two one year 8% loans to the Company with stock conversion rights. Cenco provided to the Company a loan in the amount of $50,000 on May 8, 2014 and Cenco provided a second loan in the amount of $40,000 on June 2, 2014. As of June 30, 2014, a formal joint venture between the Company and Cenco has not been consummated.

On June 9, 2014, the Company formed two Limited Liability Companies in Texas. As of June 30, 2014, there was no activity in either of the two LLCs.

The Company has estimated its capital needs will be $6.5 million to fully execute the two phases of its business model. Phase-One involves the purchase and infrastructure of the building, working capital and the purchase and installation of one reactor with one secondary distillation and filtration process. Phase-One will enable the Company to become operational with projected profits for the plant. Phase-Two will start within three months after the completion of phase-one. Phase-Two involves the installation of one reactor and one complete system which is comprised of two reactors and one secondary distillation and filtration process.

The Company has applied for a portion of the permits needed to operate and construct a plant in California and does not anticipate any complications with its applications. The plant’s operating systems are considered a closed system with zero emissions. The estimated time to close funding is 60 days with an estimated seven months after the close of funding to complete upgrades to the infrastructure and installation of the equipment. The Company is in negotiations with an investment group located outside California for a $3 million investment wherein the Company and the investment group will participate in a joint venture. There is no assurance such joint venture and funding will be available on terms acceptable to the Company, or at all. On May 8, 2014, the Company signed a memorandum of understanding with the investment group.

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Critical Accounting Policy and Estimates

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

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2013, together with notes thereto as previously filed with our Annual Report on Form 10-K. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Reports on Form 10-Q for prior quarter filings.

Results of Operations

Six Months Ended June 30, 2014 compared to Six Months Ended June 30, 2013.

Revenues and Cost of Revenues

The Company is a pre revenue-stage technology company that has developed a patent pending oil conversion process utilizing a mixture of plastic and tires. The Company will produce high grade oil from the tires and plastic. As a result, the Company had no operating revenues or cost of revenues for the six months ended June 30, 2014 and 2013.

Operating Expenses

The salaries and professional fees for the six months ended June 30, 2014 were $853,357 as compared to $725,309 for the six months ended June 30, 2013. The salaries and professional fees for the six months ended June 30, 2014 included $409,357 in professional fees and $444,000 in salaries.

The general and administrative expenses for the six months ended June 30, 2014 were $432,376 as compared to $789,957 for the six months ended June 30, 2013, a decrease of approximately 45%. This decrease of $357,581 was the result of a decrease in stock issued for services.

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Non-Operating Expenses

Non-operating expenses for the six months ended June 30, 2014 were $896,406 as compared to $1,808,690 for the six months ended June 30, 2013, a decrease of approximately 51%. This decrease of $878,075 was the result of the decrease in debt conversion losses incurred in the previous year when the Company issued shares of common stock to pay off its notes payable and accrued interest. The interest expense on the outstanding notes was $54,491 for the six months ended June 30, 2014 as compared to $56,548 in interest expense for the six months ended June 30, 2013.

Three Months Ended June 30, 2014 compared to Three Months Ended June 30, 2013.

Revenues

The Company had no operating revenues for the three months ended June 30, 2014 and 2013.

Cost of Revenues

The Company had no cost of revenues for the three months ended June 30, 2014 and 2013.

Operating Expenses

The wages and professional fees for the three months ended June 30, 2014 were $503,975 as compared to $374,885 for the three months ended June 30, 2013. The wages and professional fees for the three months ended June 30, 2014 included $278,975 in professional fees and $225,000 in wages.

The general and administrative expenses for the three months ended June 30, 2014 were $311,296 as compared to $504,832 for the three months ended June 30, 2013, a decrease of approximately 38%. This decrease of $193,536 was the result of an decrease in stock compensation for consultants, travel, entertainment, advertising and marketing concerning the promotion of the company.

Non-Operating Expenses

The non-operating expenses for the three months ended June 30, 2014 were $102,064 as compared to $1,781,735 for the three months ended June 30, 2013. $189,000 was a debt conversion loss from converting debt to common stock. There was a loss of $1,719,990 in debt conversion for the three months ended June 30, 2013. There was an amortization expense for the discounted value of the new $150,000 in notes in the amount of $32,152 relating to the 60,000 shares of common stock issued with the notes for the 2013 period. There was no amortization of debt discount and no interest expense-penalty for the three months ended June 30, 2014. The interest expense on the working capital notes was $27,065 for the three months ended June 30, 2014 as compared to $29,593 in interest expense for the three months ended June 30, 2013. The overall decrease in non-operating expense was $1,565,670. This was the result of the Company recording a loss of $1,719,990 on debt conversion when the Company issued shares of common stock to pay off $350,000 in notes held by H.E. Capital and $25,000 of its accrued interest.

Net Loss

As a result of the above, the Company had a net loss of $2,182,139 for the six months ended June 30, 2014 as compared to a loss of $3,323,956 for the six months ended June 30, 2013.

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Liquidity and Capital Resources

On June 30, 2014, the Company had a balance of cash in the bank in the amount of $442. The Company had no accounts receivable and no inventory on June 30, 2014. The Company had other current assets in the amount of $10,369. The Company had accounts payable to vendors and accrued expenses in the amount of $3,412,763.

The Company has an unsecured, loan payable in the form of a line of credit with its CEO. The CEO had provided a line of credit up to $1,000,000 at 4% interest per annum to the Company to cover various expenses and working capital infusions. The term of this line of credit has been extended to December 31, 2014. The CEO has advanced $1,246,456 from inception through June 30, 2014 and the Company has repaid all of the advances and accrued interest. The Company converted $754,377 of these advances into shares of common stock on May 11, 2010 at $1.00 per share and converted $200,000 into shares of common stock on December 1, 2011 at $0.50 per share. On April 16, 2014, the remaining principal balance of $12,287 and accrued interest in the amount of $30,584 were converted into 42,871 shares of restricted common stock at $1.00 per share.

The Company has an outstanding unsecured line of credit from H. E. Capital, S. A. This loan accrues interest at the rate of 8% per annum. The maturity date of the line of credit has been extended to December 31, 2014. The balance of the advances at June 30, 2014 was $433,272 with accrued interest in the amount of $69,016. The use of proceeds for the H. E. Capital loans are as follows:



	June 30, 2014	December 31, 2013


Beginning Balance	$616,772	$663,250
Cash Proceeds	149,000	317,000
Consulting Fees	30,000	60,000
Accounts Payable assigned to note	-	182,342
Joint Venture Investment paid direct	-	165,000
Company liabilities paid direct	-	5,930
Allocation Green Power Energy	-	(100,000)
Assignments	(115,000)	-
Non-cash conversions	(247,500)	(676,750)

Ending Balance	$433,272	$616,772

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The Company also received a loan payable from an individual in the amount of $20,000 at 10% due on demand. The Company has made payments on this loan and repaid $10,000 of this note on August 10, 2010. As of June 30, 2014 the loan has an outstanding balance of $7,500. Interest expense for each three month period ended June 30, 2014 and 2013, was $224. The interest expense is now calculated at 12%. Accrued interest as of June 30, 2014 was $4,504.

On January 24, 2011, the Company entered into a series of securities purchase agreements with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of $380,000 in 12% secured debentures (the “Debentures”). Legend Securities, Inc. a broker dealer which is a member of FINRA, received a commission of $45,600 and 1,900 warrants at an exercise price of $0.40 in connection with the sale of the Debentures. The Debentures were initially due at the earlier of 6 months from the date of issuance or upon the Company receiving gross proceeds from subsequent financings in the aggregate amount of $1,000,000. The Company raised $380,000 from the investors. The Company agreed to issue to the Investors five-year warrants to purchase an aggregate of 1,900 shares of common stock at an exercise price of $0.40, which may be exercised on a cashless basis. The Debentures bear interest at the rate of 12% per annum, payable upon maturity. The Debentures are secured by the assets of the Company pursuant to security agreements entered into between the Company and the Investors.

The $380,000 in proceeds from the financing transaction was allocated to the debt features and the warrants based upon their fair values. The value of the warrants ($123,120) was recorded as a debt discount on the secured debentures. This discount was amortized over the nine-month term of the secured debentures. The estimated fair value of the 1,900 warrants to the investors at issuance on January 24, 2011 was $141,362 and has been classified in Additional Paid In Capital on the Company’s condensed consolidated balance sheet. The estimated fair value of the warrants was determined using the Black-Scholes option-pricing model.

The maturity date of these debentures was extended to September 24, 2012. The Company issued shares of common stock and warrants to the debenture holders for prior extensions. The Company issued 10,000 shares of common stock with a value of $30,000 and 1,000 five year warrants exercisable at $0.10 per share valued at $2,999. The remaining balance on the Debentures on June 30, 2014 was $305,000. Interest incurred for the six months ended June 30, 2014 and 2013 were $18,402 and $18,402 respectively. Interest accrued through June 30, 2014 was $144,195. The Company is presently negotiating an extension on the debentures.

On March 19, 2013, the Company issued a promissory note in the amount of $150,000 at 8% to a private investor. The note had no accrued interest for the first six months. The note has been extended to December 31, 2014. The Company used the proceeds from the note for working capital. As of June 30, 2014 this loan had an outstanding balance of $150,000 and accrued interest in the amount of $11,795.

The Company incurred two new unsecured notes with a third party during the second quarter. Both notes are for one year at 8% interest. The first note was issued on May 5, 2014 for $50,000 and the second note was issued on June 2, 2014 for $40,000. These notes are collateralized by assets of the Company and can be repaid by common stock of the Company when presented for payment. The Company used the proceeds from these notes for working capital.

In June 2013, the Company sold 63,000 shares of common stock in a private placement to accredited investors for gross proceeds of $63,000.

Cash provided by financing activities for the six months ended June 30, 2014 was $239,000 as compared to $409,200 for the six months ended June 30, 2013.

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

We had cash of $442 as of June 30, 2014. In the opinion of management, our available funds will not satisfy our working capital requirements for the next twelve months. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We will need to raise additional capital to expand our operations to the point at which we are able to generate revenues and operate profitably. The Company at the present has no operations to generate revenue. As outlined above under “Overview of Our Business,” the Company needs to complete raising $4,000,000 in equity in order to complete the balance of $16,000,000 in financial resources to start construction of its first plant. The Company expects increases in the legal and accounting costs and costs to obtain funding.

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable for a smaller reporting company.

Item 4. Controls and Procedures.

Evaluation of Disclosures and Procedures

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

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

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is party to one legal proceeding. MicroCap vs Green EnviroTech is a claim being litigated in New York for the breach of contract. The case is being vigorously defended and the Company expects the resolution of the case to be in its favor.

Item 1A. Risk Factors.

Not required for a smaller reporting company.

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

During the quarter ended March 31, 2014, the Company converted $517,254 of notes payable and accrued interest into 2,069,016 shares of common stock. The Company recognized a loss on conversion of $766,916.

During the quarter ended March 31, 2014, the Company issued to consultants 70,000 shares of common stock for services valued at $42,700.

During the quarter ended March 31, 2014, the Company issued 34,312 shares of common stock to settle $21,864 of accounts payables.

During the quarter ended March 31, 2014, the Company issued 15,000 shares of common stock to redeem 15,000 warrants.

During the quarter ended June 30, 2014, the Company converted $12,287 of notes payable to the CEO and accrued interest in the amount of $30,584 into 42,871 shares of common stock.

During the quarter ended June 30, 2014, the Company issued to consultants 925,000 shares of common stock for services valued at $350,825.

During the quarter ended June 30, 2014, the Company issued 700,000 shares of common stock to settle $175,000 of accounts payables and 808,821 shares of common stock to settle $808,821 in accrued salary of the CEO.

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

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Item 3. Defaults Upon Senior Securities.

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

Aggregate principal and interest owed as of the date of this filing is $449,195.

Item 4. Mine Safety Disclosures.

Not Applicable

Item 5. Other Information.

None.

Item 6. Exhibits.



No.	Description
31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
32.1	Section 1350 Certification of Chief Executive Officer

EX-101.INS		XBRL INSTANCE DOCUMENT
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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SIGNATURES

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



	Green EnviroTech Holdings Corp.

Date: August 14, 2014	By:	/s/ Gary DeLaurentiis
		Gary DeLaurentiis
		Chief Executive Officer (principal executive and financial officer)