UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended February 29, 2012


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

For the transition period from to

Commission file number (000-23617)

GREEN ENERGY GROUP, INC.

(f/k/a eCom eCom.com, Inc.)

(Exact name of registrant as specified in its charter)


Florida (State or other jurisdiction of incorporation or organization)		65-0538051 (IRS Employer Identification No.)

1150 S. US Highway 1, Suite 302
Jupiter, Florida		33477-7236
(Address of principal executive offices)		(Zip code)

(561) 249-1354
(Registrant's telephone number, including area code)

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 o No x

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act).


Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company x
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

As of July 13, 2012 there were 304,051,001 common shares of the registrant's common stock, par value $.0001 per share, outstanding, and 0 shares of preferred stock, $.0001 Par Value, outstanding.

Green Energy Group, Inc.

INDEX


		Page
	PART 1 FINANCIAL INFORMATION
Item 1	Condensed Financial Statements		4
	Condensed Balance Sheets as of February 29, 2012 (unaudited) and May 31, 2011		4
	Condensed Statements of Operations for the Three and Nine Month Periods Ended February 29, 2012 and February 28, 2011 (unaudited)		5
	Condensed Statement of Changes in Stockholders' Deficit for the Periods from June 1, 2008 through February 29, 2012 (unaudited)		6
	Condensed Statements of Cash Flows for the Nine Months Ended February 29, 2012 and February 28, 2011 (unaudited)		7
	Notes to Condensed Financial Statements (unaudited)		8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		12
Item 4.	Controls and Procedures		13

	PART 2 OTHER INFORMATION
Item 1.	Legal Proceedings		13
Item 1A.	Risk Factors		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		13
Item 3.	Defaults Upon Senior Securities		13
Item 4.	(Removed and Reserved)		13
Item 5.	Other Information		13
Item 6.	Exhibits		13

	SIGNATURE		14

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

Green Energy Group, Inc.

Condensed Balance Sheets

	February 29, 2012			May 31, 2011
Assets		(unaudited)
Current Assets
Cash	$	0		$	0

Total current assets		0			0


Goodwill (net)		0			0

Total assets	$	0		$	0


Liabilities and Stockholders' Equity

Current Liabilities
Accounts payable	$	7,650		$	7,650
Stockholder loans		39,888			26,718

Total current liabilities		47,538			34,368


Total liabilities		47,538			34,368

Commitments and Contingencies

Stockholders' Equity (Deficit):
Preferred stock, $.0001 par value; 20,000,000 shares authorized; 0 and 0 shares issued and outstanding, respectively		0			0
Common stock, $.0001 par value; 1,500,000,000 shares authorized; 304,051,001 and 304,051,001 shares issued and outstanding, respectively		30,405			30,405
Paid-in-capital		103,224			103,224
Par value in excess of reorganization value		(27,025	)		(27,025	)
Accumulated deficit		(154,142	)		(140,972	)

Total stockholders' equity (deficit)		(47,538	)		(34,368	)
)
Total liabilities and stockholders' equity	$	0		$	0

See accompanying notes to condensed financial statements.

Green Energy Group, Inc.

Condensed Statements of Operations

(unaudited)


	Quarter Ended						Nine Months Ended
	February 29, 2012			February 28, 2011			February 29, 2012			February 28, 2011

Net Sales	$	0		$	0		$	0		$	0
Cost of Sales		0			0			0			0

Gross profit		0			0			0			0


Operating expenses:
General & administrative		4,070			11,050			13,170			22,650

Total expenses		4,070			11,050			13,170			22,650


Loss from operations		(4,070	)		(11,050	)		(13,170	)		(22,650	)


Net Loss	$	(4,070	)	$	(11,050	)	$	(13,170	)	$	(22,650	)


Basic and Diluted
Earnings per common share	$	(.000	)	$	(.000	)	$	(.000	)	$	(.000	)


Weighted-average shares outstanding:		304,051,001			304,051,001			304,051,001			304,051,001

See accompanying notes to condensed financial statements.

Green Energy Group, Inc.

Condensed Statement of Changes in Stockholders' Deficit

(unaudited)

	Common Stock			Paid-in-Capital		Par Value in Excess of Reorganization Value				Accumulated Deficit			Total Stockholders' Equity (Deficit)
	Number of Shares	at Par Value $.0001		Paid-in-Capital		Par Value in Excess of Reorganization Value				Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance May 31, 2008	273,049,733	$	27,305	$	13,320	$	(27,025	)	$	(1,289	)	$	12,311
Issuance of common stock for services	31,001,268		3,100		89,904		0			0			93,004
Net loss year ended May 31, 2009	0		0		0		0			(93,553	)		(93,553	)

Balance May 31, 2009	304,051,001		30,405		103,224		(27,025	)		(94,842	)		11,762
Net loss year ended May 31, 2010	0		0		0		0			(458	)		(458	)

Balance May 31, 2010	304,051,001		30,405		103,224		(27,025	)		(95,300	)		11,304
Net loss year ended May 31, 2011	0		0		0		0			(45,672	)		(45,672	)

Balance May 31, 2011	304,051,001		30,405		103,224		(27,025	)		(140,972	)		(34,368	)
Net loss nine months ended February 29, 2012	0		0		0		0			(13,170	)		(13,170	)

Balance February 29, 2012	304,051,001	$	30,405	$	103,224	$	(27,025	)	$	(154,142	)	$	(47,538	)

See accompanying notes to condensed financial statements.

Green Energy Group, Inc.

Condensed Statements of Cash Flows

(unaudited)

	Nine Months Ended February 29, 2012			Nine Months Ended February 28, 2011
Cash flows from operating activities:
Net loss	$	(13,170	)	$	(22,650	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Loss on impairment of goodwill		0			0
Changes in operating assets and liabilities
Increase in accounts payable and accrued expenses		13,170			22,650

Net cash provided by operating activities		0			0



Net decrease in cash		0			0

Cash at beginning of period		0			0

Cash at end of period	$	0		$	0



Supplemental Disclosure of Cash Flow Information:
Interest paid	$	0		$	0


Income taxes paid	$	0		$	0

See accompanying notes to condensed financial statements.

Green Energy Group, Inc.

Notes to Condensed Financial Statements

Note A. Description of Business

The Company was incorporated in the State of Florida on June 14, 1994. eCom.Com, Inc. ("eCom") is referred to as "the Company", or "eCom". On June 1, 2010 the Company moved its main office to 1150 S. US Highway 1, Suite 301, Jupiter, FL 33477-7236, and the telephone number changed to (561) 249-1354.

During the fiscal year ended May 31, 2005 eCom focused on separating all ten of its current business segments, USA SportsNet, Inc., USA Performance Products, Inc., eSecureSoft Corp., USAS Digital, Inc., Pro Card Corporation, AAB National Company, A Classified Ad, Inc., Swap and Shop.net Corp., A Super Deal.com, Inc. and MyZipSoft, Inc.

This plan was undertaken for the purposes of allowing the management and employees the opportunity to operate each segment independently. Also, to have the ability for each segment, to raise its own funding for growth and expansion. On June 4, 2004 the Company spun-off each of the above listed companies into separate public companies.

On December 1, 2003, the Board of Directors of eCom approved the spin-off of eCom's ten (10) operating subsidiary companies, pursuant to SEC Staff Legal Bulletin No. 4. On December 18, 2003, USA SportsNet, Inc. entered into an Asset Acquisition Agreement with American Capital Holdings, Inc., ("ACHI") The Date of Record for the first spin-off, USA SportsNet, Inc. (later renamed American Capital Holdings, Inc., Cusip No. 02503V 10 9/SEC CIK No. 0001288010) was January 5, 2004. The Date of Record for the second spin-off, MyZipSoft, Inc. (Standard & Poor's Cusip No. 628703 10 0/SEC CIK No. 0001290785) was February 23, 2004, and the shares of MyZipSoft were distributed to its shareholders on June 2, 2005.

On March 2, 2004, the Board of Directors of eCom approved the spin off of the remaining eight (8) spin off companies in which the Board of Directors voted to issue to their shareholders one (1) share of the company for every one hundred (100) shares of eCom owned with a record date of May 27, 2005, pursuant to the advice of SEC Staff Legal Bulletin No. 4.

On November 29, 2004 an involuntary petition was filed against eCom in the United States Southern District Bankruptcy Court under Title 11, Chapter 11 of the United States Bankruptcy Code by petitioning creditors, American Capital Holdings, Inc., Richard Turner, Barney A. Richmond, and ACHI, Inc. The Bankruptcy proceedings were initiated in an effort to implement a viable plan for reimbursement of costs incurred by American Capital Holdings, Inc., the petitioning creditors, and all other creditors/vendors who had not been paid. Most importantly, the proceedings enabled Mr. Richmond to initiate reorganization plans in an effort to restore the shareholder value lost by approximately 5,000 shareholders. A copy of the June 2, 2005 Chapter 11, Title 11 Amended Involuntary Petition of eCom is posted on eCom's website, www.ecec.us.

On March 31, 2008 Joint Plan Proponent American Capital Holdings, Inc. and Debtor, eCom eCom.com, Inc. ("Proponents") received a March 28, 2008 United States Southern District of Florida Bankruptcy Court Order Granting Debtor-In- Possession's Motion For Final Decree Closing Case (C.P. #361) and Final Decree, issued by the Honorable Paul G. Hyman, Jr. which closed eCom's successful Plan of Reorganization.

As a result of the emergence of eCom eCom.com, Inc. (Prior eCom) from operating under Chapter 11 of the United States Bankruptcy Code on March 28, 2008 (the Effective Date), the Company is the successor registrant to Prior eCom pursuant to Rule 12g-3 under the Securities Exchange Act of 1934.

Note B. Summary of Significant Accounting Policies

BASIS OF PRESENTATION, USE OF ESTIMATES

The Company maintains its accounts on the accrual basis of accounting. The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note B. Summary of Significant Accounting Policies - (continued)

REVENUE RECOGNITION

Revenue from the sale of products is recognized at the time the products are shipped.

CASH

Cash consists of deposits in banks and other financial institutions having original maturities of less than ninety days.

GOODWILL

The Company recorded goodwill as a result of applying fresh start accounting on the date the Company emerged from Bankruptcy. See Note C. We review the carrying amount of goodwill for impairment on an annual basis. Additionally, we perform an impairment assessment of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill and other intangible assets may not be recoverable. During the year ended May 31, 2011 if was determined that the carrying value of goodwill should be reduced as there were no cash flows to support the valuation.

STOCK-BASED COMPENSATION

The accounting for common stock issued for services is based on the grant date fair value equal the trading price of Company's common stock on the date of grant. Expense is recognized during the period in which the services are provided. The Company has not issued any stock options and no share issuance are subject to vesting requirements.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A Valuation allowance is provided if it is more likely than not that some or all of the deferred tax asset will not be realized.

The Company adopted the new accounting for uncertainty in income taxes guidance on June 1, 2009. The adoption of that guidance did not result in the recognition of any unrecognized tax benefits and the Company has no unrecognized tax benefits at May 31, 2011. The Company's U.S. Federal and state income tax returns prior to fiscal year May 31, 2007 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets.

NET LOSS PER COMMON SHARE

Basic net loss per common share is computed using the weighted average number of common shares outstanding during each period presented. Diluted net loss per common share is computed by using the weighted average number of common shares and potential common shares outstanding during the period.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168, The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 ("FASB SFAS 168"). SFAS 168 establishes the FASB Accounting Standards Codification^TM ("Codification") as the source of authoritative U.S. GAAP for nongovernmental entities. The Codification does not change U.S. GAAP. Instead, it takes the thousands of individual pronouncements that currently comprise U.S. GAAP and reorganizes them into approximately 90 accounting Topics, and displays all Topics using a consistent structure. Contents in each Topic are further organized first by Subtopic, then Section and finally Paragraph. The Paragraph level is the only level that contains substantive content. Citing particular content in the Codification involves specifying the unique numeric path to the content through the Topic, Subtopic, Section and Paragraph structure. FASB suggests that all citations begin with "FASB ASC," where ASC stands for Accounting Standards Codification. Changes to the ASC subsequent to June 30, 2009 are referred to as Accounting Standards Updates ("ASU").

RECENTLY ISSUED ACCOUNTING STANDARDS - (continued)

In conjunction with the issuance of FASB SFAS 168, the FASB also issued ASU No. 2009-1, Topic 105—Generally Accepted Accounting Principles ("FASB ASU 2009-1"), which includes FASB SFAS 168 in its entirety as a transition to the ASC. FASB ASU 2009-1 is effective for interim and annual periods ending after September 15, 2009 and had no impact on the Company's financial position or results of operations but changed the referencing system for accounting standards.

Certain of the following pronouncements were issued prior to the issuance of the ASC and adoption of the ASUs. For such pronouncements, citations to the applicable Codification by Topic, Subtopic and Section are provided where applicable in addition to the original standard type and number.

In June 2009, the FASB issued additional guidance under ASC 860 "Accounting for Transfer of financial Assets and Extinguishment of Liabilities" which improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial asset; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor's continuing involvement, if any, in transferred financial assets. This additional guidance requires that a transferor recognize and initially measure at fair value all assets obtained (including a transferor's beneficial interest) and liabilities incurred as a result of a transfer of financial assets accounted for as a sale. Enhanced disclosures are required to provide financial statement users with greater transparency about transfers of financial assets and a transferor's continuing involvement with transferred financial assets. This additional guidance must be applied as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This additional guidance must be applied to transfers occurring on or after the effective date. The adoption of this ASC 860 is not expected to have a material impact on the Company's financial statements and disclosures.

In January 2010, the FASB issued Accounting Standards Update ("ASU") 2010-06, "improving Disclosures about Fair Value Measurements," which clarifies certain existing requirements in ASC 820 "Fair Value Measurements and Disclosures," and required disclosures related to significant transfers between each level and additional information about Level 3 activity. FASB ASU 2010-06 begins phasing in the first fiscal period beginning after December 15, 2009. The Company is currently assessing the impact on its consolidated results of operations and financial conditions.

In February 2010, the FASB issued FASB ASU 2010-09, "Subsequent Events, Amendments to Certain Recognition and Disclosure Requirements," which clarifies certain existing evaluation and disclosure requirements in ASC 855 "Subsequent Events" related to subsequent events. FASB ASU 2010-09 requires SEC filers to evaluate subsequent events through the date in which the financial statements are issued and is effective immediately. The new guidance does not have an effect on the Company's consolidated results of operations and financial condition.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Note C. Involuntary Reorganization under Chapter 11

The Plan of Reorganization became effective and the Company emerged from Chapter 11 reorganization proceedings on March 28, 2008 (the "Reorganization Effective Date"). On the Reorganization Effective Date, the Company implemented fresh-start reporting in accordance with American Institute of Certified Public Accounts Statement of Position 90-7: Financial Reporting by Entities in Reorganization under the Bankruptcy Code ("SOP 90-7").

All conditions required for the adoption of fresh-start reporting were met upon emergence from the reorganization Proceedings on the Reorganization Effective Date. As a result, the fair value of the Prior eCom assets became the new basis for the Company's statement of financial position as of the Fresh-Start Adoption Date, and all operations beginning on or after March 28, 2008 are related to the Successor Company.

As a result of the application of fresh-start reporting in accordance, the financial statements prior to and including March 28, 2008 represent the operations of the Prior eCom and are not comparable with the financial statements for periods on or after March 28, 2008. References to "New eCom" refer to the Company on or after March 28, 2008, after giving effect to the application of fresh-start reporting. References to the "Prior eCom" refer to the Company prior to and including March 28, 2008.

Note D. Goodwill

In accordance with SOP 90-7, any portion of the reorganization value that cannot be attributed to specific tangible or identifiable assets of the emerging entity should be reported as goodwill in accordance with paragraph 6 of FASB Statement No. 142 Goodwill and Other Intangible Assets. The Company recorded goodwill of $19,322 as a result of applying fresh-stat accounting on March 28, 2008. Goodwill was determined as follows:


Identifiable Assets of New eCom on March 28, 2008
Cash	$	1
Liabilities of New eCom on March 28, 2008 (Date of Bankruptcy Effectiveness):		(19,323	)
Excess Reorganization Value	$	19,322

During the year ended May 31, 2011 if was determined that the carrying value of goodwill should be reduced as there were no cash flows to support the valuation.


Carrying Value of Goodwill March 28, 2008	$	19,322
Impairment loss recorded on May 31, 2011		(19,322	)
Implied fair value of goodwill as of February 29, 2012	$	0

Note E. Income Taxes

The Company does not believe that the realization of the related net deferred tax asset meets the criteria required by generally accepted accounting principles and, accordingly, the deferred income tax asset arising from such loss carry forward has been fully reserved.

Deferred income taxes (benefits) are provided for certain income and expenses which are recognized in different periods for tax and financial reporting purposes. The Company had cumulative net operating loss carry-forwards for income tax purposes at February 29, 2012 of approximately $7,400,000, expiring through May 31, 2030. The Company has established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.

Note F. Related Party Transactions

The Company has received cash advances from Richard Turner, CFO of the Company, in varying amounts and at various times subsequent to September 1, 2001. These related party loans were non-collateralized and due on demand. The interest portion of these notes has stopped accruing interest after the company was adjudicated bankrupt. The balance owed Mr. Turner of $140,233 was discharged by the bankruptcy court for the issuance of 5,393,579 shares of common stock at the agreed upon price of $.026 per share. The balance owed to Mr. Turner as of February 29, 2012 is $6,276. The balance owed to Barney A. Richmond as of February 29, 2012 is $1,924.

The Company is allocated certain expenses such as rent, travel and administrative that are paid on behalf of the Company by American Capital Holdings, Inc., a company that is related to the Company by mutual stockholders and Directors. The total expenses allocated to the Company in the nine months ended February 29, 2012 and February 28, 2011 is $12,500 and $15,100, respectively.

Note G. Going Concern

As reflected in the accompanying financial statements, the Company had a net loss for the nine months ended February 29, 2012 of $13,170. The total accumulated deficit as of February 29, 2012 was $154,142. The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan and raise capital. The financial statements do not included any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note H. Subsequent Events

On June 29, 2012 the Securities and Exchange Commission filed an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934. The Administrative Proceeding File No 3-14932 listed the Company as being delinquent in its periodic filings.

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

Revenue for the nine months ended February 29, 2012 and February 28, 2011 was $0 and $0 respectively.

Total operating expenses for the nine months ended February 29, 2012 was $13,170 compared to $22,650 for the nine months ended February 28, 2011, resulting from completing SEC required filings, after the Company's PCAOB registered independent accountant was suspended from filing reports as of April 22, 2008 for a period of two years. During December 2011 the company retained the accounting services of Pybus & Company, P.A. with headquarters in West Palm Beach, Florida. Costs for the new registered accountants will be reflected on the financial statements for the year ended May 31, 2013.

The operations for the nine months ended February 29, 2012 resulted in a net loss of $13,170 versus a net loss of $22,650 recorded in the nine months ended February 28, 2011.

History of the Company

To review the History of the Company, see Part 1, Item 1 of our annual report filed for the period May 31, 2011. That note is hereby incorporated by reference into this Part 1, Item 2.

Recently Adopted Accounting Pronouncements

For a discussion of recently adopted accounting pronouncements, see Note B to our financial statements at Part 1, Item 1 to this quarterly report.

Accounting Pronouncements That We Have Not Yet Adopted

For a discussion of recently issued accounting pronouncements that we have not yet adopted, see Note B to our financial statements at Part 1, Item 1 to this quarterly report.

Forward-Looking Statements

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's current expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Actual results could differ materially from those set forth in the forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission's rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act) as of February 29, 2012, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of February 29, 2012, our disclosure controls and procedures were effective at the reasonable assurance level.

Management's Report on Internal Control over Financial Reporting

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. There has been no change in our internal control over financial reporting during the nine months ended February 29, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Certifying Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Our Certifying Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, he concluded that our internal control over financial reporting was effective as of February 29, 2012.

PART 2. OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

There have been no material changes to the risk factors presently disclosed in our May 31, 2011 Form 10-K.

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

None

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

Item 5. Other Information

None

Item 6. Exhibits

(a) Exhibits


Exhibit 31.1		Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certification pursuant to Rule 13a — 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.xml		XBRL Document ecec-20120229.xml

Exhibit 101.xsd		XBRL Schema Document ecec-20120229.xsd

Exhibit 101.lab		XBRL Labels Linkbase Document ecec-20120229_lab.xml

Exhibit 101.pre		XBRL Presentation Linkbase Document ecec-20120229_pre.xml

Exhibit 101.def		XBRL Definition Linkbase Document ecec-20120229_def.xml

SIGNATURE

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 Energy Group, Inc.
Date: July 13, 2012	By:	/s/ Richard C. Turner
		Richard C. Turner
		Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

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GREEN ENERGY GROUP INC. 10-Q