18-Sep-2009
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.
DESCRIPTION OF BUSINESS
The following discussion and analysis should be read in conjunction with our financial statements and related footnotes for the years ended December 31, 2008 and 2007, filed on form 10K with the SEC.
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 334 S. Hyde Park Ave., Tampa, Florida 33606. Our website is www.newgreentech.us.
RESULTS OF OPERATIONS
In March 2008, we were successful in acquiring the CAVD and plasma technologies from World Environmental Services Co. Inc. The Company had previously paid a licensing fee for limited utilization and now owns the technology, except for the tire application. In the acquisition, we also acquired a mobile CAVD reactor, which was built to run numerous feedstocks, and which we have moved to Tampa, to be proved out with new feedstocks, and as a marketing tool to make plant sales, and for energy creation. We are currently focused on using our newly acquired technology to move forward in the bio-fuel and waste flow industries. With the CAVD technologies, the Company can now make significant impact in the newly emerging bio-fuel and other waste industries. By the use of non-foodstock waste streams, we are concentrating on locking up the rights to already proven feedstock through the CAVD system, and other related feedstocks, for the build out of plants owned by the company, or sold in licensing agreements by the company, or in joint ventures, for many feedstock. Our new technology is the Catalytic Activated Vacuum Distillation (CAVD) system which is an exclusively patented technology, which allows waste products, such as DDG, carpet waste, algae, citrus waste, tobacco waste, municipal waste, and others, to be converted into a bio-fuel and gas. We have also acquired a plasma arc to energy technology along with a patented technology using waste water, fluid or gas flows to create electricity. Our unique hydro technology the Energy Commander is being geared for use in the gas industry. We do not have rights to the use of the tire technology component for the CAVD. Our acquisition of the submerged plasma arc technology will have potential future revenues after completing development and presenting of the system to potential buyers.
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 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, we 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 Company's 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.
--------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation - continued
HISTORY OF COMPANY- continued
As a result of the merger transaction with HSVI, the former Company 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 Company 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. We are a publicly traded company listed on the OTC Electronic Bulletin Board 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.
BUSINESS STRATEGY
We are a development stage enterprise. We have acquired the Catalytic Activated Vacuum Distillation Process 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 has of April 2009, received two large scale plant purchases and are delivering their first plant in Missouri in April. 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), plastics, carpet waste, citrus and other bio wastes, waste wood, construction waste, tobacco waste, and numerous other waste materials. New Green, in its purchase 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.
New Green is working closely with Environmental Protection Agencies 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 large amount of waste wood 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 pyrolisis gasification process owned by NGRN, to 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 wood waste 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.
The project will encompass using modular CAVD technology in a large plant to reduce the volume of the stockpiled construction debris, 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 will undergo plasma pyrolysis, which also creates a combustible gas for electrical production. New Green and GES had expected the feasibility bid to be awarded by the end of May, 2009, the Company has not received notification as of the date of this filing.
New Green's Energy Commander technology has now been studied and 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 gas sector. The technology, which was originally derived for use with air and gas substances looks to be built for prove out and commercial use for creation of electricity in the 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.
--------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation - continued
BUSINESS STRATEGY - continued
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 be 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 an additional energy production ability after use of the CAVD system on certain feedstocks.
We have a permanent assignment of the patent for the Energy Commander 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 use 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.
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 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, 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.
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.
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.
--------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation - continued
BUSINESS STRATEGY - continued
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 the inability 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
On July 8, 2004, we entered into a strategic partnership agreement with Kinetic Energy Systems, Inc. ("Kinetic"), a privately held Florida Corporation. Kinetic has developed patented hydro and wind technologies, including the Hydrokinetic Generator, Offshore Energy Platform, KESC Bowsprit Generator and the KESC Tidal Generator. These technologies generate electrical power or hydrogen using kinetic energy from moving water such as tides and wind. We issued 1,250,000 shares of treasury stock for 20% of the shares of the private company. We also agreed to assist in the development of Kinetic's technology and have a license for the underwater and over water power generation. The Hydrokinetic Generator is at the prototype and engineering stage. The Offshore Energy Platform is at the prototype and engineering stage. The KESC Bowsprit Generator is at the prototype and engineering stage.
The Bowsprit is being designed for prototyping in the dual role of hydrogen production. The KESC Tidal Generator is at the engineering and prototype stage. New Green still considers its investment into the Kinetic program by the earlier exchange of shares, as being a potential profitable relationship, and considers the Kinetic system to be viable for potential future ownership of their stock.
RESULTS OF OPERATIONS
Our operations during 2008 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.
In March 2008, we were successful in acquiring the CAVD and plasma technologies from World Environmental Services Co. Inc. The Company had previously paid a licensing fee for limited utilization and now owns the technology, except for the tire application. In the acquisition, we also acquired a mobile CAVD reactor, which was built to run numerous feedstocks, and which we have moved to Tampa, to be prove out new feedstocks, and as a marketing tool to make plant sales, and for energy creation. We are currently focused on using our newly acquired technology to move forward in the bio-fuel and waste flow industries. With the CAVD technologies, the Company can now make significant impact in the newly emerging bio-fuel and other waste industries. By the use of non-foodstock waste streams, we are concentrating on locking up the rights to already proven feedstock through the CAVD system, and other related feedstocks, for the build out of plants owned by the company, or sold in licensing agreements by the company, or in joint ventures, for many feedstock. Our new technology is the Catalytic Activated Vacuum Distillation (CAVD) system which is an exclusively patented technology, which allows waste products, such as DDG, carpet waste, algae, citrus waste, tobacco waste, municipal waste, and others, to be converted into a bio-fuel and gas. We have also acquired a plasma arc to energy technology along with a patented technology using waste water, fluid or gas flows to create electricity. Our unique hydro technology the Energy Commander is being geared for use in the gas industry. We do not have rights to the use of the tire technology component for the CAVD. Our acquisition of the submerged plasma arc technology will have potential future revenues after completing development and presenting of the system to potential buyers.
In January, 2008, it was determined that 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, with the CAVD systems.
--------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation - continued
COMPARISON OF THREE MONTHS AND SIX MONTHS ENDED June 30, 2009 TO THE THREE MONTHS AND SIX MONTHS ENDED June 30, 2008.
Revenue for the three months and six months ended June 30, 2009 and 2008 was $-0-.
General and administrative expenses for the three months ended June 30, 2009 of $ 242,944 decreased $339,764 compared to the general and administrative expenses for the three months ended June 30, 2008 which were $582,708. The decrease was primarily due to a decrease in services. General and administrative expense for the six months end June 30, 2009 of $416,649decreased $232,801compared to the general and administrative expense for the six months ended June 30, 2008 which was $649,450. The decrease was primarily due to a decrease in services.
LIQUIDITY AND CAPITAL RESOURCES
Our operating activities used cash in the amount of $101,553 for the period ended June 30, 2009. We will need additional private placements, debt financing or equity investment in order to participate fully and at the levels intended. There can be no assurance that any of the plans developed will produce cash flows sufficient to ensure long-term viability.
The Company has incurred additional deficits in cash flow from operating activities. These deficits have been funded from loans from significant shareholders. The Company is in discussions with several capital organizations with a view to selling more common and preferred shares as a means of financing future capital needs. The Company anticipates it will be successful in these discussions; however, there can be no assurances that the Company will be successful in doing so and will produce cash flows sufficient to ensure its long-term viability. The cash provided by financing activities was zero for both the period ended June 30, 2009 and for the period ended June 30, 2008.
SUBSEQUENT EVENTS
On August 3, 2009 the Company transferred debts in the amount of $325,000 owed by the Company to third parties (encompassing loans, back pay and board compensation) to Bulova Technologies in exchange for 28,333,333 common shares of the Company. In addition, debt totaling $247,000 owed by the Company for loans and expenses paid on behalf of the Company by Bulova Technologies was satisfied in exchange for common shares of the Company. These transactions resulted in Bulova Technologies becoming the majority shareholder of the Company.
On August 4, 2009 Craig Huffman the Chief Executive Officer and Acting Principal Financial Officer resigned and also left the Board. On August 4, 2009 Mr. James Thomas resigned from the Board.
Also on August 4, 2009 Mr. George Ring was appointed CEO and board member. Mr. John Stanton was appointed to the board and elected Chairman.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of the financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material.
RISKS and UNCERTAINTIES
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 its operations. The above factors represent a continuing concern about out our ability to fully establish ourselves as a going concern.
--------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation - continued
IMPLEMENTATION OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING
We must obtain financing to fund the expansion of 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.
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 the 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 EC V has been completed. Our Marketing efforts will be expanded to include the new technologies we acquired. The ability to generate a profit . . .
