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 ~~October~~March 31, ~~2009~~2010

[ ] 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 000-52874

CARBON GREEN INC.
(Exact name of registrant as specified in its charter)

Nevada	20-4126700
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

~~421~~Vysoka ~~9th Street~~26, ~~Manhattan~~ ~~Beach~~Bratislava 81106, ~~CA 90266~~ Slovak Republic(Address of principal executive offices) (zip code)

~~(310)~~421.2.5292.6300 ~~720-9029~~ (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~~ 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 [ ]

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 (§229.405 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 [ ] (Not currently applicable to the Registrant)

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a large ~~electronically~~accelerated ~~and~~filer, ~~posted~~an onaccelerated ~~its~~filer, ~~corporate~~a ~~Web~~non-accelerated ~~site~~filer, ifor ~~any,~~a ~~every~~smaller ~~Interactive~~reporting ~~Data~~company. ~~File~~See ~~required~~the todefinitions ~~be submitted and posted pursuant to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated ~~(§229.405 of this chapter) during the preceding 12 months~~filer,” ~~(or~~“accelerated ~~for~~filer,” ~~such~~and ~~shorter~~“smaller ~~period~~reporting ~~that~~company” ~~the~~in ~~registrant~~Rule ~~was~~12b-2 ~~required~~of ~~to submit and~~the ~~post~~Exchange ~~such files)~~ Act.

Yes [ ] No [ ] (Not currently applicable to the Registrant)

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

~~Yes~~APPLICABLE ~~[ ] No~~ONLY ~~[X]~~TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date

4869,~~525~~955,~~624~~886 common shares issued and outstanding as of ~~December~~ 14May 12, 2010. ~~2009~~

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

InOur ~~the opinion of management the~~ interim financial statements ~~for~~ ~~the~~are ~~quarter~~stated ~~ended~~in ~~October~~United ~~31,~~States dollars ~~2009~~and ~~include~~are ~~all~~prepared ~~adjustments necessary~~ in ~~order~~ toaccordance ~~ensure~~with ~~that~~United ~~the~~States ~~interim~~generally ~~financial~~accepted accounting ~~statements are not misleading~~principles.

While the information presented in the accompanying interim financial statements for the quarter ended March 31, 2010 is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period. These interim financial statements follow the same accounting policies and methods of their application as our June 30, 2009 annual audited financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with our June 30, 2009 annual audited financial statements.

~~Carbon~~CARBON ~~Green~~GREEN, ~~Inc~~INC. (Formerly NEEMA, Inc.) ~~(A Development Stage Company)~~

	Index
Consolidated Balance Sheets	2
Consolidated Statements of Operations and Other Comprehensive Loss	3
Consolidated Statements of Cash Flows	4
Condensed Notes to the Consolidated Financial Statements	5

Consolidated Financial Statements

~~F-1~~March 31, 2010

~~Carbon~~CARBON ~~Green~~GREEN, ~~Inc~~INC. (Formerly NEEMA, Inc.) Consolidated Balance ~~Sheets~~Sheet As at March 31, 2010 and June 30, 2009 (Aexpressed ~~Development~~in ~~Stage~~U.S. ~~Company~~dollars)

	October 31,			April 30,
				(Unaudited)
	2009			2009
				March 31,			June 30,
	$			$
	Notes			2010			2009
	(unaudited)
ASSETS
ASSETS
Current Assets
Current Assets
Cash and cash equivalents			$	134,624		$	3,534,497
Cash	52,199			–
Held for Trading Investments	3			469,683			1,025,882
Total Current Assets	52,199			–
Investments in Terragon	9			1,668,206			-
Property and equipment (Note 3)	9,799			13,099
Accounts receivable				36,165			-
Other assets	2,182			1,979
Prepaid expenses and deposit				400,877			297,851
Total Assets	64,180			15,078
Due from related parties	5, 14			1,335,385			-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Receivable on disposition of subsidiary – related party				157,990			157,990
Current Liabilities
Assets of discontinued operations	5			-			180,632
Accounts payable	69,360			39,969
				4,202,930		$	5,196,852
Accrued liabilities	11,408			8,113
Non-current assets
Due to related party (Note 6)	53,543			41,913
Property, plant and equipment	8			11,447,629			10,965,856
Total Current Liabilities	134,311			89,995
Technology rights	6			6,930,556			-
Commitments and Contingencies (Note 1 and 7)	–			–
Trademark				203,966			-
Stockholder’s Deficit
Assets of discontinued operations	5			-			814
Common stock (Note 4)
				18,582,151			10,966,670
Authorized: 300,000,000 shares, par value $0.001;
Total Assets	l		$	22,785,081		$	16,163,522
27,460,008 and 26,460,000 shares issued and outstanding, respectively	27,460			26,460
LIABILITIES AND SHAREHOLDERS’ EQUITY
Additional paid-in capital	87,790			38,790
Current Liabilities
Subscriptions received (Note 5)	30,881			–
Accounts payable and accrued liabilities - other			$	732,279		$	584,936
Accumulated other comprehensive income (loss)	(3,311	)		7,837
Accounts payable and accrued liabilities – related parties	14			702,500			93,662
Deficit accumulated during the development stage	(212,951	)		(148,004	)
Borrowings	10			4,615			-
Total Stockholders’ Deficit	(70,131	)		(74,917	)
Shares to be issued	11			300,000			-
Total Liabilities and Stockholders’ Deficit	64,180			15,078
Liabilities of discontinued operations	5			-			510,007
				1,739,394			1,188,605
Non-Current Liabilities
Due to related parties	5, 14			-			38,667,105
Total Liabilities				1,739,394			39,855,710
Shareholders’ Equity
Issued share capital	4, 11			69,956			1,000
Additional paid-in capital				48,560,776			9,603,131
Accumulated other comprehensive income (loss)				(1,216,286	)		(586,365	)
Employee equity benefits reserve	12			1,871,548			-
Deficit				(28,240,307	)		(32,709,954	)
Total Shareholders’ Equity				21,045,687			(23,692,188	)
Total Liabilities and Shareholders’ Equity			$	22,785,081		$	16,163,522

[The ~~condensed~~ accompanying notes ~~are~~form an integral part of these consolidated financial statements.]

FCARBON GREEN, INC. (Formerly NEEMA, Inc.) Consolidated Statements of Operations For the Nine Months Ended March 31, 2010 and June 30, 2009 (expressed in U.S. dollars except share and per-2share amounts)

Carbon Green, Inc. (Formerly NEEMA, Inc.) (A Development Stage Company) Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited)

		3 months			3 months			9 months			9 months
		Ended			Ended			Ended			Ended
		Mar. 31,			Mar. 31,			Mar.31,			Mar. 31,
		2010			2009			2010			2009

Income		34,475			-			104,598			-

Expenses
Amortization of technology rights		69,444			-			69,444			-
Consulting and management fees		370,088			(95,846	)		310,658			236,207
Consulting and management fees – related party		240,000			-			720,000			573,771
Exchange loss		109			1,154,937			(327,885	)		8,445,148
Financing fees		-			-			-			197,875
General and administrative		195,714			123,261			422,796			218,561
Legal and accounting		148,300			5,036			187,272			31,998
Loss on investment – unrealized		62,279			-			193,003			123,312
Loss (gain) on investment – unrealized		(38,784	)		45,300			(145,316	)		827,539
Marketing fees		277,118			-			377,118			-
Organization costs		51,115			65,399			271,758			275,353
Rent		355			2,742			8,016			2,742
Research and development		18,115			-			18,115			-
Stock based compensation – Note 12		406,945			-			1,871,548			-
Travel		9,082			-			9,082			-
Wages and benefits		272,213			31,749			612,967			113,619

Total expenses		2,082,093			1,332,578			4,598,576			11,046,125

Loss from continuing operations before interest		(2,047,618	)		1,332,578	)		(4,493,978	)		(11,046,125	)
Interest income		23,993			181,998			1,854			677,362
Effective interest on related party loan		-			-			(2,459,807	)		-
Interest expense		-			(25,785	)		(6,202	)		(335,264	)

Loss from continuing operations		(2,023,625	)		(1,176,365	)		(6,958,133	)		(10,704,027	)
Loss from discontinued operations		-			184,027			(656,369	)		(1,293,527	)
Loss on disposal of subsidiary – Note 5		-			-			539,131			-
Loss before income taxes		(2,023,625	)		(992,338	)		(7,075,371	)		(11,997,554	)
Provision for income tax		-			-			-			-

Net loss for the period		(2,023,625	)		(992,338	)		(7,075,371	)		(11,997,554	)
Currency translation differences		(627,625	)		(492,800	)		(629,921	)		(1,425,931	)

Total comprehensive loss for the period		(2,651,250	)		(1,485,138	)		(7,705,292	)		(13,423,485	)

Per share amounts – loss from continuing operations
Diluted loss per share	$	(0.05	)	$	(4,705.46	)	$	(0.36	)	$	(42,816.11	)
Basic loss per share	$	(0.05	)	$	(4,705.46	)	$	(0.40	)	$	(42,816.11	)

Per share amounts – loss for the period
Diluted loss per share	$	(0.05	)	$	(3,969.35	)	$	(0.36	)	$	(47,990.22	)
Basic loss per share	$	(0.05	)	$	(3,969.35	)	$	(0.40	)	$	(47,990.22	)

Weighted average number of shares outstanding
Diluted		54,564,601			250			19,586,304			250
Basic		52,467,602			250			17,489,305			250

	Accumulated from		For the		For the		For the		For the
	January 16, 2006		Three Months		Three Months		Six Months		Six Months
	(Date of Inception)		Ended		Ended		Ended		Ended
	to October 31,		October 31,		October 31,		October 31,		October 31,
	2009		2009		2008		2009		2008
	$		$		$		$		$
Revenue
Rental Income	95,079		–		7,117		–		17,884
Operating Expenses
Rent	100,148		8,113		–		14,695		–
General and administrative	39,919		6,651		903		10,835		19,384
Foreign exchange	10,201		(78	)	–		(5,916	)	–
Professional fees	151,780		26,587		–		41,875		–
Depreciation	15,789		1,353		–		2,577		–
Total Operating Expenses	317,837		42,626		903		64,066		19,384
Operating Loss	(222,758	)	(42,626	)	6,214		(64,066	)	(1,500	)
Other Income (Expenses)
Donated Income	11,478		–		–		–		–
Interest	(1,671	)	(598	)	–		(881	)	–
	9,807		(598	)	–		(881	)	–
Net Loss	(212,951	)	(43,224	)	6,214		(64,947	)	(1,500	)
Other Comprehensive (Loss)
Foreign currency translation adjustments	(3,311	)	575		(1,582	)	(11,149	)	5,319
Comprehensive Loss	(216,262	)	(42,649	)	4,632		(76,096	)	3,819
Loss Per Share – Basic and Diluted			(0.00	)	(0.00	)	(0.00	)	(0.00	)
Weighted Average Shares Outstanding			26,548,000		24,050,004		26,504,000		24,050,004

The accompanying notes form an integral part of these consolidated financial statements

~~[The~~CARBON ~~condensed~~GREEN, ~~accompanying~~INC. ~~notes~~(Formerly ~~are~~NEEMA, anInc.) ~~integral~~Consolidated ~~part~~Statement of ~~these consolidated~~Shareholder’s ~~financial~~Equity ~~statements~~For the Period Ended June 30, 2009 and March 31, 2010 (expressed in U.]S. dollars except share amounts)

F-3

	Number of							Foreign
	Issued	Issued	Additional		Employee			Currency
	Shares	Share	Paid-in		equity-benefits			Translation
	Ordinary	Capital	Capital		Reserve	Deficit		Reserve		Total

June 30, 2008	1,000	1,000	-		-	(18,887,157	)	(231,226	)	(19,117,383	)

Net loss for the year	-	-	-		-	(13,822,797	)	-		(13,822,797	)

Addition paid in capital raised due to debt extinguishment	-	-	9,603,131		-	-		-		9,603,131

Movement due to foreign currency translation	-	-	-		-	-		(355,139	)	(355,139	)

June 30, 2009 (Unaudited)	1,000	1,000	9,603,131		-	(32,709,954	)	(586,365	)	(23,692,188	)

Write-off on debt extinguishment	-	-	(7,143,324	)	-	-		-		(7,143,324	)

Issuance of shares on asset transfer	10,000	10,000	57,843,969		-	-		-		57,853,969

Transfer of subsidiary with negative equity to Parent Company	-	-	(11,545,018	)	-	11,545,018		-		-

Equity acquired through reverse acquisition	69,944,886	58,956	(197,982	)	-	-		-		(139,026	)

Net loss for the period	-	-	-		-	(7,075,371	)	-		(7,075,371	)

Stock based compensation	-	-	-		1,871,548	-		-		1,871,548

Movement due to foreign currency translations	-	-	-		-	-		(629,921	)	(629,921	)

March 31, 2010 (Unaudited)	69,955,886	69,956	48,560,776		1,871,548	(28,240,307	)	(1,216,286	)	21,045,687

~~Carbon~~CARBON ~~Green~~GREEN, ~~Inc~~INC. (Formerly NEEMA, Inc.) Consolidated ~~Statements~~ Statement of Cash Flows (AFor ~~Development~~the ~~Stage~~Nine ~~Company)~~Months Ended March 31, 2010 and June 30, 2009 (~~Unaudited)~~expressed in U.S. dollars)

		Accumulated from			For the		For the
		Nine			Nine
		January 16, 2006			Six Months		Six Months
		Months			Months
		(Date of Inception)			Ended		Ended
		Ended			Ended
		October 31,			October 31,		October 31,
		March 31,			March 31,
		2009			2009		2008
		2010			2009
		$			$		$
Operating activities
Operating Activities
Net loss from continuing operations	$	(6,958,133	)	$	(10,704,027	)
Net loss for the period		(212,951	)		(64,947	)	(1,500	)
Adjustments to reconcile net income to net cash flows used in operating activities:
Adjustments to reconcile net loss to net cash provided by operating
Amortization of technology rights		69,444			-
activities
Stock based compensation		1,871,548			-
Depreciation		15,789			2,577		3,125
Effective interest on related party loan		2,459,807			-
Stock issued for accrued interest		881			881		–
Net loss on trading securities		47,687			950,851
Changes in operating assets and liabilities
Net loss from continuing operations before working capital changes		(2,509,647	)		(9,753,176	)
Other assets		(1,979	)		–		377
(Increase) decrease in accounts receivable		(22,692	)		-
Accounts payable		69,208			29,239		–
(Increase) decrease in trade advances		-			421,038
Accrued liabilities		11,408			3,295		(6,142	)
(Increase) decrease in prepaid expenses and deposit		(37,358	)		(92,711	)
Net Cash Used in Operating Activities		(117,644	)		(28,955	)	(4,140	)
Increase (decrease)in accounts payable and accrued liabilities		(75,531	)		(1,193,886	)
Investing Activities
Cash flows used in operating activities - continuing operations		(2,645,228	)		(10,618,735	)
Acquisition of property and equipment		(25,383	)		–		–
Cash flows in operating activities – discontinued operations		(656,369	)		(1,293,527	)
Net Cash Used in Investing Activities		(25,383	)		–		–
Cash flows used in operating activities		(3,301,596	)		(11,912,262	)
Financing Activities
Investing activities
Loan repayment		(93,088	)		–		(18,478	)
Sale of trading securities		508,512			931,838
Sale of common stock		55,000			50,000		–
Acquisition of property, plant and equipment		(481,773	)		(2,105,989	)
Cash from subscription agreements		60,250			–		–
Advances (to) from related parties		(350,728	)		10,750
Proceeds from note payable		30,000			30,000		–
Cash flows used in investing activities – continuing operations		(323,989	)		(1,163,401	)
Proceeds from related party loans and advances		132,341			7,368		17,965
Cash flows used in investing activities – discontinued operations		-			-
Net Cash Provided by Financing Activities		184,503			87,368		(513	)
Cash flows used in investing activities		(323,989	)		(1,163,401	)
Effect of Exchange Rate Changes on Cash		10,723			(6,214	)	4,076
Financing activities
Change in Cash		52,199			52,199		(4,653	)
Increase (decrease) in borrowing		4,615			(16,665,226	)
Cash – Beginning of Period		–			–		577
Proceeds on shares issued through APA		10,000			-
Cash – End of Period		52,199			52,199		–
Shares to be issued		300,000			-
Supplemental Disclosures
Payments from (advances to) related parties		264,108			(2,369,491	)
Interest paid		–			–		–
Cash flows provided by financing activities – continuing operations		578,723			(19,034,717	)
Income taxes paid		–			–		–
Cash flows used by financing activities – discontinued operations		-			-
Supplemental Disclosures of Noncash Investing and Financing
Cash flows provided by financing activities		578,723			(19,034,717	)
Activities:
Movement due to foreign currency translations		(629,920	)		(1,192,803	)
Stock issued in settlement of debt		30,000			30,000		–
Net cash transferred in though Asset Purchase Agreement		252,413			-
Net cash transferred in through reverse acquisition		3,193			-
Net movement in cash and cash equivalents		(3,421,175	)		(33,303,185	)
Cash and cash equivalents of continuing operations at beginning of the period		3,555,799			38,022,497
Cash and cash equivalents of continuing operations at end of period	$	134,624		$	4,719,312

[The ~~condensed~~ accompanying notes ~~are~~form an integral part of these consolidated financial statements.]

F-4

1.	Basis of Presentation and Fiscal Year
	The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended April 30, 2009. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
	The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.
	The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As at October 31, 2009, the Company has a working capital deficit of $82,112, and an accumulated deficit of $212,951.
2.	Summary of Significant Accounting Principles
	Cash and Cash Equivalents
	The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are carried at cost, which approximates market.
	Comprehensive Income
	ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. ASC 220 is effective for periods beginning after December 15, 1997. The Company adopted this accounting standard.
	Foreign Currency Translation Gains/Losses
	The Company has adopted ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Gains or losses are included in income for the year, except gains or losses relating to long-term debt, which are deferred and amortized over the remaining term of the debt. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.
	The Company uses the Canadian Dollar as its functional currency. Transactions denominated in currencies other than the entity’s functional currency are translated into the entity’s functional currency at the exchange rate ruling on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate ruling on the balance sheet date. Currency transaction differences are recognized in the statement of income for the period.

F-5

2.	Summary of Significant Accounting Principles (continued)
	Foreign Currency Translation Gains/Losses (continued)
	On consolidation, the results of operations and cash flows whose functional currency is other than the US dollar are translated into US dollars at the average exchange rate for the period and their assets and liabilities are translated into US dollars at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized within other comprehensive income as a separate component of shareholders’ equity. In the event that such an operation is sold, the cumulative currency translation differences that are attributable to the operation are reclassified to income.
	Fair Value of Financial Instruments
	ASC 820, “Fair Value Measurements” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable and amounts owed to related parties. Pursuant to ASC 820, the fair value of its cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company’s operations are in Canada and the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Net Earnings/(Loss) per Share

Earnings/(loss) per common share is computed on the weighted average number of common shares outstanding during each year. Basic earnings per share is computed as net loss applicable to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur from common shares issuable through convertible preferred shares, stock options, warrants and other convertible securities when the effect would be dilutive.

F-6

2.	Summary of Significant Accounting Principles (continued)
	Property and Equipment
	Property and equipment are stated at cost. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets. The Company uses other depreciation methods (generally accelerated) for tax purposes. Repairs and maintenance that do not extend the useful life of property and equipment are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the asset and its accumulated depreciation are removed from the accounts, and the resulting profit or loss is reflected in income.
	The estimated service lives of property and equipment are principally as follows:

	Computers and equipment	3-5 years
	Furniture & Fixtures	5-7 years

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. References herein to the Company include the Company and its subsidiaries, unless the context otherwise requires.

Revenue and Cost Recognition

The Company recognizes revenue from sales when there is persuasive evidence that an arrangement exists, services have been rendered, and the seller’s price to the buyer is fixed or determinable and collectability is reasonably assured. Revenue is not recognized until it is realized or realizable and earned.

Recent Accounting Pronouncements

In April 2009, the FASB issued three FSPs intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities:

• FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (ASC Topic 820-10-65-4); • FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (ASC Topic 825-10-65-1); and • FSP No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (ASC Topic 320-10-65-1).

ASC Topic 820-10-65-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements” (ASC Topic 820), when the volume and level of activity for the asset or liability have significantly decreased in relation to normal market activity. ASC Topic 820-10-65-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. As the new standard only clarified existing guidance, there was no material effect on the Company’s consolidated financial statements and notes.

F-7

2.	Summary of Significant Accounting Principles (continued)
	Recent Accounting Pronouncements (continued)
	ASC Topic 825-10-65-1 amends FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments” (ASC Topic 825), to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This new standard also amends Accounting Principles Board (APB) Opinion No. 28, “Interim Financial Reporting” (ASC Topic 270), to require those disclosures in summarized financial information at interim reporting periods. The implementation of this standard did not have a material effect on the Company’s financial statements.
	ASC Topic 320-10-65-1 amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This new standard does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The implementation of this standard did not have a material effect on the Company’s financial statements.
	In June 2009, the FASB issued SFAS No. 165, “Subsequent Events” (ASC Topic 855). ASC Topic 855 establishes the criteria for subsequent events, including: (a) the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. The Company has evaluated all subsequent events through December 14, 2009, the date of this filing, and determined there are no material recognized or unrecognized subsequent events.
	In November of 2008, the SEC released a proposed roadmap regarding the potential use by U.S. issuers of financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). IFRS is a comprehensive series of accounting standards published by the International Accounting Standards Board (“IASB”). Under the proposed roadmap, the Company may be required in fiscal 2015 to prepare financial statements in accordance with IFRS. However, the SEC will make a determination in 2011 regarding the mandatory adoption of IFRS. The Company is currently assessing the impact that this potential change would have on its consolidated financial statements, and the Company will continue to monitor the development of the potential implementation of IFRS.
	In June 2009, the Financial Accounting Standards Board (“FASB”) established the FASB Accounting Standards Codification (the “Codification”) to become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The Codification was effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification superseded all then-existing non-SEC accounting and reporting standards on July 1, 2009, and all other non- grandfathered non-SEC accounting literature not included in the Codification became non-authoritative. The adoption of the Codification did not have a material impact on the Company’s consolidated financial statements and results of operations.

F-8

2.	Summary of Significant Accounting Principles (continued)
	Recent Accounting Pronouncements (continued)
	Effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year-end entity, the Codification will require more information about transfers of financial assets, including securitization transactions, and transactions where entities have continuing exposure to the risks related to transferred financial assets. The Codification eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures about an entity’s involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. The Company does not expect the adoption of these Codification updates to have a material impact on its consolidated financial statements and results of operations.
	Other recent accounting pronouncements issued by the FASB (including its EITF), the American Institute of Certified Public Accountants (“AICPA”) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
3.	Property and Equipment

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

			October 31,		April 30,
1.	Nature of business and Continuation of Operation
			2009		2009
	Carbon Green, Inc. (formerly Neema Inc.) (the “Company”) was incorporated in the State of Nevada on January 17, 2006. On November 30, 2009, the Company entered into a share purchase agreement with CBp Carbon Industries Inc. (“CBp Carbon”, also referred to herein as the “Parent Company”) and its wholly-owned subsidiary, Greenwood Commerce Ltd. (“Greenwood”). Pursuant to the terms of the share purchase agreement, the Company has agreed to acquire all of the issued and outstanding common shares of Greenwood from CBp Carbon in exchange for the issuance to CBp Carbon of one common share for each four CBp Carbon common shares outstanding, for an aggregate of 33,346,262 of the Company’s common shares. In addition, the Company issued 1,056,041 share purchase warrants to CBp Carbon on the basis of one share purchase warrant for each four outstanding share purchase warrants of CBp Carbon. 868,541 of the warrants entitle the holder thereof to purchase one share of the Company’s common stock at an exercise price of $2.50 per share until January 15, 2013 and 187,500 of the warrants entitle the holder thereof to purchase one share of the Company’s common stock at an exercise price of $2.00 per share until January 15, 2013. The acquisition was accounted for as recapitalization of Greenwood Commerce Ltd. because the shareholders of Greenwood controlled Carbon Green Inc. after the acquisition. Greenwood was treated as the acquiring entity for accounting purposes and Carbon Green was the surviving entity for legal purposes. The combined company is considered to be a continuation of the operations of Greenwood.
	Computer hardware	$	2,098	$	2,100
	The issued and outstanding common stock of Greenwood prior to the completion of acquisition was restated to reflect the common stock issued by Carbon Green Inc.
	Furniture & Fixtures		5,162		5,198
	The Company’s nature of business is to commercialize a technology used for converting scrap automotive tires into reusable components and producing a commercial substitute for carbon black, which we call Carbon Green™, a main commodity for the rubber and plastics industries. The registered office of the Company is located at 421 9th Street, Manhattan Beach, California, U.S.A.
	Leasehold Improvements		18,355		17,795
	These consolidated financial statements presented are those of the Company, its 100% subsidiary, Greenwood Commerce Ltd., and its 100% subsidiaries, CBp Cyprus Ltd. & Conlane Enterprises Ltd. Collectively, they are referred to herein as the “Company” or as the “Group”.
	Subtotal		25,615		25,093
	The accompanying financial data as of March 31, 2010 and for the nine months ended March 31, 2010 has been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. The June 30, 2009 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by US GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and the notes thereto, included in the Company’s 8-K/A filing made on April 1, 2010.
	Less accumulated depreciation and
	In the opinion of management, all adjustments (which include normal recurring adjustments, except as disclosed herein) necessary to present fairly the balance sheet as of March 31, 2010, and results of operating and comprehensive income for the nine months ended March 31, 2010, cash flows, and equity for the nine months ended March 31, 2009, as applicable, have been made. The results of operations for the nine months ended March 31, 2009 are not necessarily indicative of the operating results for the full fiscal year or any future periods.
	amortization		15,816		11,994
	The Company has evaluated subsequent events through the date that the financial statements were issued, May 24, 2010, based on the accounting guidance for subsequent events.
	Property and Equipment, net	$	9,799	$	13,099

4.	Common Stock
	The Company is authorized to issue 300,000,000 post-split shares of $0.001 par value common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. Subsequent to the period ended October 31, 2009, the Company effected a 12:1 forward stock split of the authorized, issued and outstanding common stock. All share amounts have been retroactively adjusted for all periods presented (Note 9 (c)).
	On October 23, 2009, the Company issued 83,334 shares at $0.60 per share for total proceeds of $50,000.

- 9 -

F-CARBON GREEN, INC. (FORMERLY NEEMA INC.) Notes to the Condensed Consolidated Interim Financial Statements For The 9 Months Ended March 31, 2010 and 2009 (Expressed in U.S. Dollars) (Unaudited)

5.	Note Payable
	On June 18, 2009, the Company issued a promissory note to A Mare Usque Ad (Mare Ltd.) for $30,000 that bears interest at 8% and is due on demand. During the three month period ended October 31, 2009 the Company accrued interest of $881.
	Effective October 31, 2009, the Company entered into a debt settlement and subscription agreement with Mare Ltd. where Mare Ltd. agreed to accept 51,468 shares of the Company’s common stock at a deemed price of $0.60 per share as payment of the total outstanding loan and interest. The value of the 51,468 common shares subscribed was determined based on the price of the Company’s common shares sold for cash to Tryton Financial Corporation on October 23rd, 2009. The number of shares sold for cash is a greater indicator of fair value of the common stock since the Company’s stock is very thinly-traded on the NASDAQ OTCBB. The shares were issued subsequently on November 4, 2009 (Note 9 (a)).
6.	Related Party Transactions
	During the six month period ended October 31, 2009, the Company’s former officers paid $7,368 in expenses on behalf of the Company. At October 31, 2009, the Company owes $53,543 (April 30, 2009 - $41,913) to the former officers, which is unsecured, non-interest bearing, and has no specific terms of repayment.
	During the six month period ended October 31, 2008, the Company’s former officers paid $17,965 in expenses on behalf of the company and were repaid a total $18,478.
7.	Commitments and Contingencies
	a)	Lease Commitments
		The Company rents office space in Vancouver, B.C., Canada for $2,574 ($2,784 CDN) per month under a lease which is effective from March 1, 2007 to February 29, 2012.
		Future minimum lease payments under this operating lease at October 31, 2009 for the next three fiscal years are:

2.	Summary of Significant Accounting Policies

	2010	$15,444
	2011	$30,888
	2012	$25,740

a) New accounting standards recently adopted

b)	On October 23, 2009, the Company entered into a consulting agreement with Big Sky Management (“Big Sky”). In consideration of the services to be rendered by Big Sky, the Company agrees to pay:
	i)	a fee of $25,000 payable by December 31, 2009;
	ii)	permit Big Sky to purchase 4,000 common shares (on a pre-split basis) of the Company at a price of $0.60 per share; and
	iii)	reimburse Big Sky for reasonable expenses incurred expressly for the provision of the services.

Available for sale investments

8Available-for-sale investments are non-derivative financial assets that are either designated in this category or not classified as financial assets at fair value through income, held-to-maturity investments or loans and receivables. ~~Concentration~~Available-for-sale investments ofare ~~Credit~~recognized ~~Risk~~at ~~Financial~~fair ~~instruments~~value ~~subject~~on the trade date, which is the date that the Group commits to ~~credit~~purchase ~~risk~~or ~~consist~~sell ofthe ~~cash~~asset and subsequently re-measured to fair value through equity. If there is no quoted market price in an ~~excess~~active market and the fair value can not be reliably measured, the available for sale investments are subsequently carried at cost, including transaction costs and reviewed annually for impairment. When these investments are sold or impaired the accumulated fair value adjustments are included in the statement of operations ~~insured~~as ~~deposits~~net realized gains/losses on financial assets.

~~F-10~~Technology rights

9.	Subsequent Events
	Pursuant to FASB ASC 855, the Company has evaluated all events or transactions that occurred from October 31, 2009 through December 14, 2009, the date of issuance of the unaudited consolidated financial statements. During this period we did not have any material recognizable subsequent events, except as disclosed below:
	a)	On November 4, 2009, the Company issued 51,468 shares of its common stock for settlement of debt of $30,881 owed by the Company (Note 5).
	b)	Effective November 4, 2009, the Company completed a merger with its subsidiary, Carbon Green Inc., a Nevada corporation. As a result, the Company has changed its name from “Neema, Inc.” to “Carbon Green Inc.”
	c)	Effective November 4, 2009, the Company effected a 12 for 1 forward stock split of its authorized, issued and outstanding common stock. As a result, the authorized capital has increased from 25,000,000 shares of common stock with a par value of $0.001 per share to 300,000,000 shares of common stock with a par value of $0.001 per share. All share amounts have been retroactively adjusted for all periods presented.
	d)	On November 4, 2009, the Company sold 1,704,000 shares of common stock for gross proceeds of $17,040 (Note 7(c)).
	e)	On November 30, 2009, the Company entered into a share purchase agreement with CBp Carbon Industries Inc. (“CBp Carbon”) and its wholly-owned subsidiary, Greenwood Commerce Ltd. (“Greenwood”). Pursuant to the terms of the share purchase agreement, the Company has agreed to acquire all of the issued and outstanding common shares of Greenwood from CBp Carbon in exchange for the issuance to CBp Carbon of one common share for each four CBp Carbon common shares outstanding, for an aggregate of approximately 33,000,000 of the Company’s common shares. In addition, the Company would also issue one share purchase warrant for each four share purchase warrants of CBp Carbon, for an aggregate of approximately 8,000,000 share purchase warrants. Upon completion of the acquisition, Greenwood will become a wholly-owned subsidiary of the Company.

Technology rights acquired were measured on initial recognition at cost, and are being amortized over 21 years.

~~F-11~~Recoverability of Long Lived Assets and Other Intangible Assets

We review property, plant and equipment and intangible assets, excluding goodwill, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property, plant and equipment and intangible assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair market value.

Marketing fees

Marketing expenses primarily consist of promotion and sponsorship expenses relating to advertisements and brand building. During the period the Group entered into a sponsorship agreement with Manor Grand Prix Racing Limited and Prime Racing Limited for the years 2010 to 2012. Sponsorship fees relating to this agreement are amortized over the Formulae One Grand Prix season.

Stock-based payment transactions

The Company measures and recognizes the compensation expense for all share-based awards made to employees including employee stock options based on estimated fair values. The fair value of employee stock options is estimated on the date of grant using the Black-Scholes option valuation model. The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Consolidated Statements of Operations. Because share-based compensation expense recognized in the Consolidated Statements of Operations is based on awards ultimately expected to vest, it has been reduced for forfeitures.

- 10 -

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (Continued)

a) New accounting standards recently adopted (continued)

Stock-based payment transactions (continued)

The Company’s determination of fair value of employee stock options on the date of grant using the Black-Scholes option valuation model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Although the fair value of employee stock options is determined using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

Stock-based payment transactions with non-employees

The Company accounts for its stock-based payment transactions with non-employees in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees”. The Company has entered into a number of agreements with service providers by issuing stock-options to these non-employees as settlement of liabilities. The fair value of non-employee stock option awards is estimated on the date of grant using the Black-Scholes option valuation model. The Company recognized the fair value of these stock options at the date at which the counterparty’s performance is complete, which is normally over a vesting period, which the Company deems as being its measurement date.

Where the Company knows upfront both the quantity and terms of the award, before the measurement date it recognizes expense based on the then current fair value and continues to do so at each reporting date until the options can be measure.

Where the Company does not know upfront both the quantity and terms of the award, it recognizes any cost of the transaction in reporting periods before the measurement date, based on the then-current lowest aggregate fair value at each of those interim reporting dates.

b) Recent accounting standards not yet effective

In January 2010, the FASB issued revised guidance intended to improve disclosures related to fair value measurements. This guidance requires new disclosures as well as clarifies certain existing disclosure requirements. New disclosures under this guidance require separate information about significant transfers in and out of Level 1 and Level 2 and the reason for such transfers, and also require purchases, sales, issuances, and settlements information for Level 3 measurement to be included in the rollforward of activity on a gross basis. The guidance also clarifies the requirement to determine the level of disaggregation for fair value measurement disclosures and the requirement to disclose valuation techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. This accounting guidance is effective for the Company beginning in the forth quarter of fiscal 2010, except for the rollforward of activity on a gross basis for Level 3 fair value measurement, which will be effective for the Company in the first quarter of fiscal 2012. The Company is currently evaluating the impact that the adoption of this guidance will have on its financial statement disclosures.

- 11 -

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

2.	Summary of Significant Accounting Policies (Continued)

	b) Recent accounting standards not yet effective (continued)

	In June 2009, the FASB issued revised guidance for the accounting of transfers of financial assets. This guidance eliminates the concept of a qualifying special-purpose entity; removes the scope exception for qualifying special-purpose entities when applying the accounting guidance related to the consolidation of variable interest entities; changes the requirements for derecognizing financial assets; and requires enhanced disclosure. This accounting guidance is effective for the Company beginning in the first quarter of fiscal 2011. The Company believes that the adoption of this standard will have no material impact on the Company’s results of operations or financial position.

	In June 2009, the FASB issued revised guidance for the accounting of variable interest entities. This revised guidance replaces the quantitative-based risks and rewards approach with a qualitative approach that focuses on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and has the obligation to absorb losses or the right to receive benefits from the entity that could be potentially significant to the variable interest entity. The accounting guidance also requires an ongoing reassessment of whether an enterprise is the primary beneficiary and requires additional disclosures about an enterprise’s involvement in variable interest entities. This accounting guidance is effective for the Company beginning in the first quarter of fiscal 2011. The Company believes that the adoption of this standard will have no material impact on the Company’s results of operations or financial position. .

3	Trading Securities

		March 31, 2010				June 30, 2009
				Market				Market
		Cost		Value		Cost		Value

Hedge funds		879,469		469,683		1,437,548		1,025,882

	$	879,469	$	469,683	$	1,437,548	$	1,025,882

The Group’s trading securities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC 740. There are no liabilities measured at fair value. Assets measured at fair value as of March 31, 2010 are as follows:

		Quoted prices in
		active markets			Significant other			Significant
		for identical			observable			unobservable
Description		assets (level 1	)		inputs (level 2	)		inputs (level 3	)		Total

Hedge Funds		-			-			469,683			469,683

	$	-		$	-		$	469,683		$	469,683

- 12 -

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

3	Trading Securities (Continued)

	Changes in Level 3 assets and liabilities are measured at fair value on a recurring basis for the period ended March 31, 2010:

											Net
		Beginning		Realized			Unrealized		Purchases		transfers
		balance		gains or			gains or		and sales		in or out		Closing
		July 1, 2009		or losses			or losses		sales, net		of level		balance

Hedge Funds		1,025,882		(193,003	)		145,316		(508,512	)	-		469,683

Total	$	1,025,882	$	(193,003	)	$	145,316	$	(508,512	)	-	$	469,683

4.	Asset Purchase Agreement

	On December 2, 2009, the Company entered into an asset purchase agreement (“APA”) whereby it purchased all the assets (including technology rights and patents) of CBp Carbon in exchange for the Company’s equity in Environmental Solutions SRO (“SRO”), and all the loans and non-equity interests in Energum KFT and CBp Carbon Hungary KFT, and the issuance of 10,000 shares by the Company to CBp Carbon.

	The book value of the assets and liabilities acquired were as follows:

			December 31,
			2009

	Non-current assets		8,872,172
	Current assets		1,362,643
	Forgiveness of loan from CBp Carbon		47,619,154

	Total		57,853,969

	Shares issued		10,000
	Additional paid in capital realized on purchase		57,843,969

	Shares issued in exchange for assets		57,853,969

Included in current assets acquired are cash and cash equivalents of $354,514. The forgiveness of the loan from CBp Carbon includes a reduction of $3,985,825 relating to additional paid in capital.

- 13 -

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

5.	Discontinued Operations

	As explained in Note 4, on December 2, 2009 as part of the APA, the Company transferred its equity interest in SRO to CBp Carbon for consideration of $1. The book value of SRO as at June 30, 2009 was as follows:

		December 2,			June 30,
		2009			2009

Assets
Cash		102,101			21,302
Due from related parties		93,662			93,662
Intangible assets		814			814
Other assets		23,317			65,668

Total assets		219,894			181,446

Liabilities
Trade and other payables		209,395			222,874
Due to related parties		9,115,448			8,133,578

Total liabilities		9,324,843			8,356,452

Net assets of the disposal entity	$	(9,104,949	)	$	(8,175,006	)

	Balances due to related parties relate to advances received from other group companies. Of these advances $8,565,818 (June 30 2009: $7,846,445) was forgiven as part of the APA. As at December 2, 2009, SRO had accumulated losses of $11,545,018 which were transferred to the CBp Carbon as part of the Company’s equity interest in SRO.

6.	Technology rights

	As explained in Note 4, on December 2, 2009, the Company acquired the assets of CBp Carbon in accordance with the APA. Included in the non-current assets acquired was a license right for technology relating to the business of tire pyrolyis and recycling of tire components with the primary production of high quality carbon black. The technology right assigns 100% of all legal, beneficial and registered title to the invention, any and all patents, copyright and trademarks to the holder. Technology rights are amortized over 21 years.

	The Licensor is a related party to the Group as it is controlled by a member of the key management personal of the Company.

		March 31,
		2010

Technology rights acquired during the period		7,000,000
Amortization		(69,444	)

	$	6,930,556

- 14 -

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

7.	Segmental information

	The Group’s segments are geographic segments, each performing a differing function within the group. Most of the businesses were acquired as individual units and they are managed separately because each segment requires different business strategies by senior management.

	Certain information regarding the Group’s operations by segment is summarized as follows:

	Geographical segments

	Period ended March 31, 2010:

									Eliminations/
	BVI		Cyprus		Slovakia		Holding Co		Adjustments		Total
Interest Income	1,854		-		-		-		-		1,854
Other Income	-		104,597		6		-		-		104,603

Consulting and management fees	(755,865	)	(22,640	)	(179,171	)	(72,982	)	-		(1,030,658	)
General and administrative expenses	(98,976	)	(320,996	)	(224,986	)	(6,853	)	-		(651,811	)
Interest expense	(2,462,187	)	-		-		(20	)	-		(2,462,207	)
Stock based compensation	(1,871,548	)	-		-		-		-		(1,871,548	)
Other expenses	(770,816	)	(675,502	)	(252,218	)	(6,199	)	-		(1,704,735	)

Total continuing operations	(5,957,538	)	(914,541	)	-		(86,054	)	-		(6,958,133	)
Total discontinued operations - Slovakia	539,131		-		(656,369	)	-		-		(117,238	)

Segment assets	10,772,527		11,892,018		-		380,008		(259,472	)	22,785,081

Segment liabilities	(976,350	)	(347,958	)	-		(674,558	)	259,472		(1,739,394	)

- 15 -

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

7.	Segmental information (continued)

	Geographical segments

	Period ended March 31, 2009:

								Eliminations/
	BVI		Cyprus		Slovakia		Hungary	Adjustments		Total
Interest Income	677,362		-		-		-	-		677,362
Other Income	-		-		109,206		-	-		109,206

Depreciation	-		-		-		-	-		-
Consulting and management fees	(733,179	)	-		(647,650	)	-	(76,799	)	(1,457,628	)
General and administrative expenses	(8,367	)	(83,639	)	(402,945	)	-	(126,555	)	(621,506	)
Other expenses	(10,227,720	)	(125,130	)	(352,138	)	-	-		(10,704,988	)

Total continuing operations	(10,291,904	)	(208,769	)	-		-	(203,354	)	(10,704,027	)
Total discontinued operations	-		-		(1,293,527	)	-	-		(1,293,527	)

Segment assets	6,181,698		8,916,980		180,632		-	884,212		16,163,522

Segment assets include property, plant and equipment, cash and cash equivalents, trading securities, advances, disposal group assets available for sale and prepaid expenses and deposits. Segment liabilities include trade payables, borrowings and loans to related parties. The aforementioned inclusion is reflective of internal information that is regularly reported to management who are responsible for decision making.

- 16 -

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

8.	Property, Plant and Equipment

		March 31,
		2010
Opening balance		10,965,856
Additions/(Transfers)
Construction in progress		774,317
		11,740,173
Effect due to movement in foreign exchange rates		(262,021	)
Balance before depreciation		11,478,152
Accumulated depreciation		(30,523	)
	$	11,447,629

	All Property, Plant and Equipment is held in Cyprus. Construction in progress consists of manufacturing equipment for a Pyrolysis Plant which is due to be completed by June 30, 2010. As at March 31, 2010, no depreciation has been charged against this property, plant and equipment as it is not currently operational and is considered work in progress.

9.	Available-For-Sale Investments

	As explained in Note 4, on December 2, 2009, the Group acquired the assets of the Parent Company. Included in the non-current assets acquired was an 11.89% holding in Terragon Environmental Technologies Inc. (“Terragon”). This investment is held at a cost of approximately $1.6 million. Terragon develops, manufactures and sells pyrolysis solutions for waste and resource processing to governments, and militaries. A former officer of the Company is also President and CEO of Terragon.

	A valuation, performed by an independent valuer and based on information provided by the directors of Terragon, valued the Group’s 11.89% holding in Terragon at $6,420,000 as at March 31, 2009. Due to the limited review performed, the valuation presented in the valuation report did not represent, in the opinion of the directors, an opinion on the fair market value of the shares and hence the investment was not revalued.

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

10.

Borrowings

Interest

March 31,

Currency

Maturity Dates

Rate

2010

Current Account

EUR

On demand

4.0%

4,615

	The Company has an available credit facility of $25,000,000, of which $4,615 was utilized.

11.	Issued Capital and Reserves

(a)

Authorized share capital:

		March 31,		June 30,
		2010		2009

50,000 ordinary shares of par value $1 each		-		50,000
300,000,000 ordinary shares of par value $0.001 each		300,000		-

	$	300,000	$	50,000

		Ordinary shares have one vote per outstanding share, are entitled to an equal share in any dividend paid by the Company and are entitled to an equal share in the distribution of assets upon voluntary or involuntary liquidation.

	(b)	Issued and fully paid share capital:

		March 31,		June 30,
		2010		2009

1,000 ordinary shares of par value $1 each				- 1,000
69,955,886 ordinary shares of par value $0.001 each		69,956		-

	$	69,956	$	1,000

		On January 15, 2010, the Company completed the reverse acquisition with Greenwood Commerce with total issued and outstanding shares of 69,955,886 as explained in Note 1.

	(c)	Shares to be issued

		Shares to be issued comprises of 187,500 shares to be issued at $1.60 each. Each unit consists of one common share and one warrant at an exercise price of $2.00. The warrants expire on January 31, 2013. These shares have not been issued and included under current liabilities.

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

11.

Issued Capital and Reserves (continued)

(d) Warrants

As explained in note 1, the Company has promised to issue warrants however, as at March 31, 2010, the Company has not yet finalized the terms and conditions of the warrants with the shareholders and therefore management is not yet able to determine the fair value of the warrants promised. It is management’s intent that these warrants will not meet the criteria as a liability and as such will be included within additional paid in capital when the terms and conditions have been finalized.

12.	Stock-based Compensation

	The expense recognised for employee and non-employee services received during the period is shown in the following table:

		9 months		9 months
		ended Mar. 31		ended Mar. 31
		2010		2009

Expense arising from equity-settled share-based payment transactions		1,871,548		-

	$	1,871,548	$	-

Stock Option Awards

During the period ended March 31, 2010, the Company has been issuing stock option awards to employees and non-employee consultants. The Company has not yet created a Stock Option Plan formalising these arrangements and nor has it yet identified the total quantity of shares of common stock set-aside for the future option plans. Management expect to finalize this prior to year end. The option issuance details are included in separate agreements with the employees and the non-employee consultants where both parties are aware of the quantity of awards, price of awards and the performance and service conditions necessary to vest in the awards. The Company believes that such awards better align the interests of its employees with those of its shareholders.

Employee awards

3.7 million option awards have been made to employees and are issued in three tranches 1) one-third of the award with an exercise price equal to $0.50 per share which only vest upon commercial production at 60% of capacity of the plant completed after the Cyprus plant and 2) one-third of the award with an exercise price equal to $1.00 per share which vest immediately and 3) one-third of the award with an exercise price equal to $2.00 per share which vests immediately. The awards have a 10-year contractual term. The awards that vest immediately are charged to income statement

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

12.

Stock-based Compensation (Continued)

Non-employee awards

The Company has currently issued stock option awards to non-employees with different terms and conditions dependent on the type of non-employee services provided. For 2 consultants, who are also deemed as being officers of the Company, their terms and conditions were the same as those granted to employees above - generally issued in three tranches 1) one-third of the award with an exercise price equal to $0.50 per share which only vest upon commercial production at 60% of capacity of the plant completed after the Cyprus plant and 2) one-third of the award with an exercise price equal to $1.00 per share which vest immediately and 3) one-third of the award with an exercise price equal to $2.00 per share which vests immediately. The awards have a 10-year contractual term. The awards that vest immediately are charged to income statement as can be measured.

For awards issued to other non-employees, the terms vary where certain awards contain service conditions only, and others contain both service conditions and also performance conditions similar to those issued to employees and the other non-employees who are deemed as being officers.

Where the Company knows upfront both the quantity and terms of the award, before any measurement date, it recognizes expense based on the then current fair value and continues to do so at each reporting date until the options can be measured.

The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees/non-employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant

	March 31, 2010

Expected volatility (%)	82% - 234%
Weighted average volatility (%)	99.07%
Expected dividends	$Nil
Expected term (in years)	3 – 10 years
Risk free rate (%)	3.41% - 3.71%

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

12.

Stock-based Compensation (continued)

A summary of option activity as of July 1, 2009, and changes during the year period ended March 31, 2010 is presented below

			Weighted Average
	Number	WAEP	Remaining	Intrinsic
			Contractual Term	Value

Stock options outstanding as at June 30, 2009	-	-	-	-
Stock options granted during the period	6,816,000	$1.10	7.99 years	$3,793,998

Stock options outstanding as at March 31, 2010	6,816,000	$1.10	7.99 years	$3,793,998

Non-vested shares	Shares
Non-vested at July 1, 2010	-
Granted	6,816,000
Vested	(4,085,665	)

Un-vested at March 31, 2010	2,730,335

As of March 31, 2010, there was nil of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted to employees. The total fair value of shares vested during the 9 month period ended March 31, 2010 was $1.87 million.

During Q3 2010 the Company modified the terms of an existing award made to a non-employee. As a result of that modification, the Company recognized additional compensation expense of $258,279 for the quarter ended March 31, 2010.

Stock options outstanding at March 31, 2010 have the following expiry dates and exercise prices:

		Exercise
Expiry date	Number	Price

November 1, 2012	100,000	$0.50
November 1, 2012	100,000	$1.00
November 1, 2012	100,000	$2.00
January 26, 2013	100,000	$1.00
November 15, 2014	208,333	$0.50
November 15, 2014	416,667	$2.00
January 15, 2015	200,000	$0.50
January 15, 2015	200,000	$1.00
January 15, 2015	200,000	$2.00
March 1, 2015	100,000	$0.50
July 1, 2019	1,650,002	$0.50
July 1, 2019	1,649,999	$1.00
July 1, 2019	1,649,999	$2.00
August 15, 2019	47,000	$0.50
August 15, 2019	47,000	$1.00
August 15, 2019	47,000	$2.00

	6,816,000

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

13.

Supplementary Disclosure of Cash Flow Information

Non-cash transactions

Asset Purchase Agreement

As explained in Note 4, shares of the Company were transferred to the Parent Company in exchange for the assets of the Parent Company, including cash of $354,514. Included as part of the APA, the Company transferred its equity interest in SRO and forgave its balances due from SRO. Details of the assets and liabilities transferred are disclosed in Note 5.

Interest received and paid

	9 months		9 months
	ended Mar. 31		ended Mar. 31
	2010		2009

Interest received for the period	106,452		109,206
Interest paid for the period	(6,202	)	(346,526	)

14.

Related Party Disclosures

The Group was involved in the following transactions with related parties:

	a)	The Company entered into various management and consulting agreements during the nine-month period ending March 31, 2010 agreeing to pay aggregate monthly fees totaling $80,000 for terms ranging from one to ten years. Under the terms of the agreements, the Company has also agreed to pay plant construction bonuses and issue stock options (Note 13e) below). $3,500,000 will be paid to a director once the Cyprus Plant reaches production of in excess of 60% of design capacity all capital required for the completion of the next commercial plant has been accumulated and the Company attains cash and cash equivalents plus marketable securities plus accounts receivable less current liabilities of greater than US$5,000,000 after removing for any obligations relating to the construction of the second commercial plant. Further plant construction bonuses totaling $2,600,000 will be paid to various directors for each plant constructed after Cyprus using the Company’s technology. As at March 31, 2010, $682,500 (June 30, 2009: $Nil) was owing to officers of the company for these management and consulting services, and is included in amounts due to related parties.

	b)	The Company entered into a management agreement with an officer on March 15, 2008. The officer was paid management fees of $20,000 upon signing of the agreement, and $10,000 per month thereafter. The monthly management fee was increased to $15,000 from July 1, 2008. As at March 31, 2010, $20,000 was owing to the officer for management services and is included in amounts due to related parties.

	c)	As at March 31, 2010, the Group had payables totaling $702,500 (June 30, 2009: $38,954,238) owing to related parties and $1,493,374 (June 30, 2009: $Nil) due from related parties.

		Of the amounts owing to related parties, $Nil (June 30, 2009: $38,667,105) was owing to the Parent Company and $702,500 (June 30, 2009: $93,662) was owing to officers of the Company as shown in Note 13a) and 13b) above.

		During the period ended March 31, 2010 interest on the loan owing to the Parent Company of $2,459,807 (June 30, 2009: $Nil) was recognized in the consolidated statements of operations using the effective interest rate method. There has been no interest charge in the current quarter as the loan from the Parent Company was forgiven as part of the APA as explained in Note 4.

CARBON GREEN, INC.

(FORMERLY NEEMA INC.)

Notes to the Condensed Consolidated Interim Financial Statements

For The 9 Months Ended March 31, 2010 and 2009

(Expressed in U.S. Dollars)

(Unaudited)

14.

Related Party Disclosures (continued)

		Of the amounts due from related parties of $1,493,375, $495,226 (June 30, 2009: $Nil) was owing from an director of the company, $560,644 (June 30, 2009: $Nil) was owing from a company controlled by a director of the Company and $437,505 (June 30, 2009: $Nil) was owing from the Parent Company.

	d)	As explained in Note 9, during the period ended March 31, 2010, the Group acquired an 11.89% holding in Terragon Environmental Technologies Inc. (“Terragon”). An officer of the Company is also President and CEO of Terragon.

	e)	Under the Stock Option Plan Awards, stock options totalling 3,133,332 were granted and vested to senior executives of the company. 1,566,666 stock options are exercisable at $1 each, and 1,566,666 are exercisable at $2 each, with a 10 year term. 1,566,666 stock options remain unvested and vest according to the terms explained in Note 12.

15.	Commitments and Contingencies

	Contingencies

	As explained in Note 14, the Company has entered into contingent arrangements with a number of officers of the Company were bonuses will be payable to them upon certain criteria being met:

	a)	A $3,500,000 cash bonus will be paid to a director on meeting certain criteria: 1) once the Cyprus Plant reaches production of in excess of 60% of design capacity, and 2) all capital required for the completion of the next commercial plant has been accumulated and 3) the Company attains cash and cash equivalents plus marketable securities plus accounts receivable less current liabilities of greater than US$5,000,000 after removing for any obligations relating to the construction of the second commercial plant.

	b)	Further plant construction cash bonuses totaling $2,600,000 will be paid to various directors for each plant constructed after the Cyprus plant using the Company’s technology where that plant commences commercial production at or in excess of 60% of design capacity.

Commitments

As explained in Note 14, during the period ended March 31, 2010, existing employee and non-employee entered into were replaced with new agreements committing the Group to monthly payments totaling US$80,000.

The future aggregate payments under these new agreements are as follows:

2010 (to June 30, 2010)		1,318,579
2011		3,513,726
2012		3,690,014
2013		960,000
2014		960,000
After 2014		4,800,000
	$	17,242,319

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

~~FORWARD~~Forward-~~LOOKING~~Looking ~~STATEMENTS~~Statements

Certain statements made in this quarterly report on Form 10-Q constitute “forward-looking statements” as that term is defined in applicable securities laws. ~~Such~~Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements ~~concern~~by ~~our~~terminology ~~anticipated~~such ~~results~~as “may”, “should”, “intend”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and ~~developments~~involve inknown and unknown risks, uncertainties and other factors, which may cause our ~~operations~~or inour industry’s actual results, levels of activity or performance to be materially different from any future ~~periods~~results, ~~planned~~levels ~~exploration~~of activity or performance expressed or implied by these forward-looking statements. These risks and uncertainties include: (1) a ~~development~~continued downturn in international economic conditions; (2) any adverse occurrence with respect to the patented technology we own; (3) the inability of our tire pyrolysis plant to continue commercial production; (4) our ~~properties,~~ability ~~plans~~to bring ~~related~~new products to market; (5) market demand for our ~~business~~products; ~~and~~shifts in industry capacity; (5) product development or other ~~matters~~initiatives by our ~~that~~competitors; ~~may~~(6) ~~occur~~fluctuations in the ~~future.~~availability ~~These~~and ~~statements~~cost ~~relate~~of materials required to ~~analyses~~produce ~~and~~our ~~other information~~products; ~~that~~(7) ~~are~~delays ~~based~~in onthe ~~forecasts~~implementation of ~~future~~our ~~results,~~projects ~~estimates~~and disputes regarding the performance of ~~amounts~~our services; (8) potential negative ~~not~~financial ~~yet~~impact ~~determinable~~from claims, lawsuits and ~~assumptions~~other oflegal ~~management.~~proceedings or challenges; and (9) other factors beyond our control.

~~Any~~Although ~~statements~~we believe that ~~express~~the orexpectations ~~involve~~reflected ~~discussions~~in ~~with respect~~the toforward-looking ~~predictions,~~statements ~~expectations,~~are ~~beliefs~~reasonable, ~~plans,~~we ~~projections,~~cannot ~~objectives, assumptions~~guarantee or future ~~events or performance (often~~results, levels ~~but~~of ~~not~~activity ~~always, using words~~ or ~~phrases~~performance. ~~such~~Except as ~~“expects”~~required orby ~~“does~~applicable ~~not expect”~~law, ~~“is expected”, “anticipates”~~ orincluding ~~“does~~the ~~not~~securities ~~anticipate”,~~laws ~~“plans”,~~of ~~“estimates”~~the orUnited ~~“intends”~~States, orwe ~~stating~~do ~~that certain~~not ~~actions,~~intend ~~events~~to ~~or results “may”, “could”, “would”, “might” or “will” be~~update ~~taken,~~any ~~occur or be achieved) are not statements~~ of ~~historical~~the ~~fact and may be~~ forward-looking statements. ~~Forward-looking~~to ~~statements~~conform ~~are~~these ~~subject~~statements to ~~a variety of known and unknown risks, uncertainties and other factors which could cause~~ actual ~~events or~~ results. ~~to differ from those expressed or implied by the forward-looking statements, including, without limitation:~~

our ability to complete the share purchase agreement we have entered into with CBp Carbon Industries and Greenwood Commerce Ltd.;

our ability to earn revenues sufficient to pay our expenses;

prevailing economic conditions which may significantly deteriorate, thereby reducing the demand for our products and services;

regulatory or legal changes affecting our business; and

our ability to secure necessary capital for general operating or expansion purposes.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section entitled “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. Furthermore, there is no assurance that our new line of business will be successfully launched or will be profitable since it depends, among other things, on (a) our ability to raise funds for this business, (b) the successful development of our products, and (c) the success of those opportunities in the marketplace. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

We qualify all the forward-looking statements contained in this quarterly report on Form 10-Q by the foregoing cautionary statements.

Cautionary Note Regarding Management’s Discussion and Analysis

This Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes. The discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of ~~America~~ requires us to make estimates and assumptions that affect the reported ~~amounts~~ amounts of assets and liabilities, disclosure of any contingent liabilities at ~~the~~ the financial statement date and reported amounts of revenue and expenses during ~~the~~ the reporting period. On an on-going basis, we review our estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions. The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and the related notes that appear elsewhere in this quarterly report.

4As used in this quarterly report, and unless otherwise indicated, the terms “we”, “us”, “our” and the “Company” mean Carbon Green Inc. and our wholly-owned subsidiaries, unless otherwise indicated.

~~and~~Corporate ~~other~~Overview ~~assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions.~~

Financial information contained in this quarterly report and in our unaudited interim consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, and unless otherwise indicated, the terms “we”, “us”, “our” and the “Company” mean Carbon Green Inc., unless otherwise indicated.

Corporate History

We were incorporated under the laws of the State of Nevada on January 16, 2006, and commenced operations in March of 2006. ~~Under~~Through our wholly-owned subsidiary, ~~and brand name~~ True Health Studio ~~(“THS”)~~, our ~~company intended~~business plan was to develop a store-in-store concept utilizing professional “alternative” health care providers who ~~require~~required equipment and space, as well as a flexible practicing experience. However, as we had no tenants in our rental facility and had no sources of revenue from our business plan, we determined to seek out a new business opportunity to increase value for our shareholders.

~~Our~~4 first location was within a Gold’s Gym operation located on the campus of the University of British Columbia at #230-2155 Allison Road, Vancouver British Columbia. In May 2007, THS determined this space was insufficient to carry out its business plan. THS terminated its lease at the University of British Columbia and entered into a five-year lease for a new location at #200-4255 Arbutus Street, Vancouver, BC. Our company’s lease at the new location expires on February 19, 2012. THS plans to provide alternative healthcare services in the Vancouver lower mainland area.

WeOn ~~currently~~November ~~have~~4, no2009, ~~tenants~~we incompleted ~~our~~a ~~rental~~merger ~~facility~~with ~~and~~our subsidiary, ~~currently~~Carbon ~~have~~Green noInc., ~~sources~~a ofNevada ~~revenue~~corporation. ~~and~~As a result, we ~~have~~changed ~~not~~our ~~been~~name ~~satisfied~~from “Neema, ~~with~~Inc.” to “Carbon Green Inc.” We changed the name of our company to ~~initial~~better ~~business~~reflect ~~plan~~the direction and ~~have~~business ~~actively~~of ~~been~~our ~~seeking~~company. toWe ~~create~~adopted ~~shareholder~~amended ~~value~~and ~~with~~restated abylaws ~~more~~on ~~defined~~January ~~business~~12, ~~plan~~2010.

~~Effective~~On November 4, 2009, we ~~completed~~effected a ~~merger~~twelve ~~with~~for ~~our~~one forward stock ~~subsidiary,~~split ~~Carbon~~of ~~Green~~our ~~Inc.~~authorized, aissued ~~Nevada~~and ~~corporation~~outstanding common stock. As a result, ~~we have~~our ~~changed~~authorized ~~our~~capital ~~name~~increased from ~~“Neema~~25,000,000 ~~Inc.”~~shares toof ~~“Carbon~~common ~~Green~~stock ~~Inc.”~~with Wea ~~changed the name~~par value of ~~our~~$0.001 ~~company~~ to ~~better~~300,000,000 ~~reflect~~shares ~~the direction and business~~ of ~~our~~common ~~company. The name change and forward~~ stock ~~split became effective~~ with ~~FINRA’s Over-the-Counter~~a ~~Bulletin~~par ~~Board~~value ~~at the opening for trading on November 5, 2009~~of ~~under the new stock symbol “CGNI”~~$0. ~~Our new CUSIP number is 141113 100~~001.

InOn ~~addition, effective~~ November 430, 2009, we ~~effected~~entered into a ~~twelve~~share purchase agreement with CBp Carbon Industries, Inc. (12“CBp Carbon Industries”) ~~for~~and ~~one~~its wholly-owned subsidiary, Greenwood Commerce Ltd. (1“Greenwood Commerce”). ~~forward~~The closing ~~stock~~of ~~split~~the agreement occurred on January 15, 2010. Pursuant to the terms of the ~~our~~share ~~authorized~~purchase agreement, we acquired all of the issued and outstanding common ~~stock.~~shares Asof aGreenwood ~~result,~~Commerce from CBp Carbon Industries in exchange for the issuance by our ~~authorized~~company ~~capital~~to ~~has~~CBp ~~increased~~Carbon ~~from~~Industries 25of 33,~~000~~346,~~000~~ 262 shares of our common stock ~~with~~on athe ~~par~~basis ~~value~~ of ~~$0.001~~one toshare ~~300,000,000~~of ~~shares~~our of common stock ~~with~~for aeach ~~par~~four ~~value~~issued and outstanding common shares of ~~$0.001.~~CBp ~~Our~~Carbon ~~issued~~Industries, and ~~outstanding~~1,056,041 share ~~capital~~purchase ~~has~~warrants ~~increased~~on ~~from~~the 2basis of one share purchase warrant for each four outstanding share purchase warrants of CBp Carbon Industries. 868,~~205,000~~541 ~~shares~~of the warrants entitle the holder thereof to purchase one share of our common stock toat an 27exercise price of $2.50 per share until January 15,~~460~~ 2013 and 187,~~008~~500 ~~shares~~of the warrants entitle the holder thereof to purchase one share of our common stock at an exercise price of $2.00 per share until January 15, 2013.

WePrior ~~maintain~~to ~~our~~the ~~statutory~~closing ~~registered~~of ~~agent’s~~the ~~office~~share purchase agreement, all of the assets of CBp Carbon Industries were transferred to Greenwood Commerce in exchange ~~Carson~~for the issuance by Greenwood Commerce to CBp Carbon Industries of ~~City,~~common ~~Nevada~~shares ~~and~~of ~~our~~Greenwood ~~principal~~Commerce. ~~executive~~As ~~offices~~a ~~are~~result, ~~located~~Greenwood atCommerce ~~421~~acquired ~~9th~~the ~~Street~~worldwide exclusive ownership rights to, ~~Manhattan~~among ~~Beach~~other things, ~~California~~a ~~90226~~protected proprietary technology that converts the by-products of tire pyrolysis (heating in the absence of oxygen) into: (i) recovered steel; (ii) a #2 diesel equivalent oil, which can also be employed to generate green electricity in many countries; (iii) a patented nano-particle compound known as Carbon Green™ that is a tire industry-tested and accepted competitive substitute for commercial carbon black; and (iv) a clean-burning gas that can be used to provide power to Greenwood Commerce’s processing plants.

Greenwood Commerce was incorporated under the laws of the British Virgin Island on September 21, 2005 under the BVI Business Companies Act, 2004. It was established to acquire and commercialize a technology used for converting scrap automotive tires into reusable components and producing a commercial substitute for carbon black, a primary commodity for the rubber and plastics industries. The registered office of Greenwood Commerce is located at Drake Chambers, PO Box 3321, Road Town, Tortola, British Virgin Islands.

Greenwood Commerce presently has three wholly-owned subsidiaries, being CBp Carbon Green (Ontario) Inc., a federal Canadian company, CBp Cyprus Limited, a Cyprus company, and Colane Enterprises Limited, a Cyprus company.

Current Business

AsOur acurrent ~~result~~business ofplan ~~our~~is ~~failure~~ to ~~generate~~focus ~~any~~on ~~significant~~the ~~revenues~~continued indevelopment ~~our~~of ~~industry,~~ our ~~management~~process ~~determined~~for torecycling ~~cease~~used ~~our~~tires ~~previous~~into ~~operations~~high-grade ofsteel, oil ~~professional~~(which ~~“alternative”~~is ~~health~~intended ~~care~~to ~~providers~~be ~~and~~converted to ~~seek~~electric ageneration ~~new~~in ~~business~~many ~~opportunity~~jurisdictions), ~~with~~off-gases anand ~~established business entity for~~ a ~~merger~~carbon ~~with~~black orsubstitute ~~the acquisition~~known ofas ~~a target business~~Carbon Green™.

~~Any~~Carbon ~~new~~Green™ ~~acquisition~~is ordeveloped ~~business~~through ~~opportunities~~a process that werecycles ~~may~~100% ~~acquire~~of ~~will~~a ~~require~~used ~~additional~~tire ~~financing~~and converts it into valuable end products. ~~There~~Our ~~can~~technology separates betires nointo ~~assurance,~~their ~~however~~component parts and post-processes the outputs. Four Patent Cooperation Treaty applications have been filed for our tire recycling process and technology, and corresponding national applications have been filed ~~that~~in weTaiwan ~~will~~and beArgentina. ~~able~~We tohave ~~acquire~~successfully completed the ~~financing~~construction ~~necessary~~and commissioning toof ~~enable~~our usfirst tocommercial ~~pursue~~factory in Cyprus, a European Union ~~our~~country, ~~plan~~capable of ~~operation~~processing over 8,000 tonnes of end-of-life tires per year. The Ifplant ~~our~~was ~~company~~at ~~requires~~4500 ~~additional~~tonnes ~~financing~~at March 31, 2010, is presently at 6000 tonnes and weis ~~are~~operating at full capacity now with positive cash ~~unable~~flow projected for June, 2010. Capacity is expected to ~~acquire~~increase ~~such~~to ~~funds~~12,000 ~~our~~tonnes and ~~business~~we ~~may~~expect ~~fail.~~that this will be effected by the fourth quarter of 2010.

~~Management~~Plan of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTC BB. These are commonly thought to include: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) potentially improved trading efficiency; (v) potential stockholder liquidity; (vi) potentially greater ease in raising capital subsequent to an acquisition; (vii) potential compensation of key employees through stock options; (viii) potentially enhanced corporate image; and (ix) a presence in the United States capital market. Operation

WeSpeed ~~anticipate~~of ~~that~~development is a key to the ~~selection~~success of our company. There is a ~~business~~tremendous opportunity ~~in which~~to monetize this technology and to ~~participate~~capture ~~will~~the value befrom ~~complex~~this ~~and~~competitive ~~without~~advantage ~~certainty~~by ofrapidly ~~success~~developing our full-scale plants. We ~~believe~~ ~~that there~~ are ~~numerous~~starting ~~firms~~our rollout in ~~various~~Canada ~~industries~~and ~~seeking~~ the ~~perceived~~ ~~benefits~~United ofStates ~~being~~and are looking to establish a ~~publicly~~footprint ~~registered~~of ~~corporation.~~three ~~Business opportunities~~company-owned ~~may~~plants beby ~~available~~2014. inOur total ~~many~~processing ~~different~~capacity ~~industries~~is ~~and~~expected atto ~~various stages~~be ofover ~~development~~135,000 ~~all~~tonnes of tires of which about 30% will ~~make~~be ~~the~~Carbon ~~task~~Green™ of(the ~~comparative investigation~~remaining ~~and~~volume ~~analysis~~is ofexpected ~~such~~to ~~business~~be high ~~opportunities~~grade ~~extremely~~steel, ~~difficult~~ oil and ~~complex~~off-gases). ~~Business~~In ~~opportunities~~addition ~~that~~to webuilding ~~believe~~company-owned plants, ~~are~~we inhave ~~the~~forecast ~~best~~to ~~interests~~market ~~of the~~our ~~company~~intellectual ~~may~~property beto ~~scarce~~two orlicensed operators. weThis ~~may~~will beensure ~~unable~~we toare ~~obtain~~strategically ~~the~~positioned ~~ones~~globally ~~that~~to webe ~~want.~~the Wedominant ~~can~~player ~~provide~~in nothe ~~assurance~~production ~~that~~of wea ~~will~~carbon beblack ~~able~~substitute toin ~~locate~~all ~~compatible business~~major ~~opportunities~~markets.

AsWe aplan ~~result of management’s efforts~~ to ~~find~~roll-out anour ~~alternative~~ business ~~opportunity,~~strategy onin ~~November~~three 30phases, ~~2009, we entered into a share purchase agreement with CBp Carbon Industries Inc.~~ and ~~its wholly-owned subsidiary,~~ ~~Greenwood Commerce Ltd. Pursuant~~ to ~~the~~maximize ~~terms~~shareholder ~~of the share purchase agreement~~value, we ~~have agreed to acquire all of the issued and outstanding common shares of Greenwood Commerce from CBp Carbon Industries in exchange for the issuance~~ by ~~our~~ ~~company~~focusing to CBp Carbon Industries of one common share for each four CBp Carbon Industries common shares outstanding, for an aggregate of approximately 33,000,000 of our common shares, and one share purchase warrant for each four share purchase warrants of CBp Carbon Industries outstanding, for an aggregate of approximately 8,000,000 share purchase warrants, subject to the satisfaction or waiver of certain conditions precedent as set out in the share purchase agreement. The share purchase agreement also provides for: (i) the issuance, within 30 days of closing, to John Novak of 10,000,000 shares of Class “A” preferred stock with 100 votes per share, convertible into common shares at a ratio of 50,000 Class “A” preferred shares for 50,000 common shares for each $1,000,000 of before tax profit and (ii) the issuance to new management of 10,000,000 shares of Class “B” preferred stock convertible into common shares (on agrowing ~~one~~organically ~~for~~beyond ~~one basis), with 10% being convertible for each tire pyrolysis plant entering commercial production. Neither~~ the ~~Class “A” or “B” preferred~~ ~~shares~~first ~~will~~three ~~participate in dividends or assets in the event of a wind-up~~plants. ~~As of December 14, 2009, we had not amended our articles of incorporation to authorize any shares of preferred stock.~~

AtPhase the closing of the Agreement, Greenwood Commerce will hold the worldwide exclusive ownership rights to, among other things, a protected proprietary technology that converts the by-products of tire pyrolysis (heating in the absence of oxygen) intoI: (i2010-2014) ~~recovered~~We ~~steel;~~are ~~(ii)~~taking a #2realistic ~~diesel equivalent~~approach ~~oil, which can also be employed~~ to ~~generate~~expansion ~~green~~during ~~electricity~~Phase inI ~~many~~of ~~countries; (iii)~~our agrowth ~~patented~~to ~~nano-particle~~maximize ~~compound~~investor ~~that~~return, ~~is a tire industry-tested~~ and have ~~accepted~~set ~~competitive~~an ~~substitute~~attainable ~~for commercial carbon black;~~ and ~~(iv)~~profitable ~~a clean-burning~~goal ~~gas~~of ~~that~~three ~~can~~plants, beeach ~~used~~with to45,000 ~~provide power to the CBp Carbon Industries~~tonne ~~processing plants. In 2007~~capacity, ~~the~~in ~~CBp~~operation ~~Carbon Industries technology was recognized~~ by ~~the European Union as the only tire recycling technology which met the goals of European Union legislation~~2013. ~~CBp~~During ~~Carbon~~this ~~Industries~~phase ~~has recently completed construction in Cyprus~~ of ~~its~~the ~~first~~roll-out ~~commercial scale plant~~plan, expansion awill ~~state-of-the-art commercial~~be ~~tire~~in ~~pyrolysis~~North ~~plant~~America. ~~Operations~~We have commenced ~~and~~site ~~the~~negotiations ~~plant~~for isthe ~~currently~~first in45,000 ~~preproduction~~tonne ~~hot~~per ~~tests~~annum ~~with~~plant ~~production~~in ofOntario, ~~commercial~~which ~~products. The plant~~ is ~~slated~~targeted to ~~enter continuous commercial~~ commence operations in the ~~first~~fourth quarter of ~~2010~~2011. The ~~share~~other ~~purchase~~two ~~agreement~~plants ~~contemplates~~ that, ~~prior~~are toa ~~the closing of~~part ~~the agreement, all~~ of the ~~assets~~Phase ofI ~~CBp~~plan ~~Carbon Industries~~ will be ~~transferred~~built ~~to Greenwood~~in ~~Commerce~~the asUnited ~~part~~States. ofWe anare ~~inter-corporate reorganization~~ in ~~exchange for~~discussions ~~the~~with ~~issuance~~potential bypartners ~~Greenwood~~and ~~Commerce~~government torepresentatives ~~CBp~~in ~~Carbon~~Illinois ~~Industries~~and ~~of common shares of Greenwood Commerce~~Texas.

~~Conditions~~Phase ~~Precedent~~II: toFurther ~~the~~plant ~~Closing~~development ofbeginning ~~the~~in ~~Share~~2014 ~~Purchase~~in ~~Agreement~~both North America and Europe will be attained through organic growth, selective equity, and debenture funding, with three additional plants planned in North America; to be followed by Germany and the United Kingdom.

~~The~~Phase ~~closing~~III: ofWe ~~the~~have ~~share~~had ~~purchase~~significant ~~agreement~~interest isin ~~subject~~our process tofrom the ~~satisfaction~~ ofEuropean ~~conditions~~Union, ~~precedent~~Middle East and Africa (EMEA) region countries and expect to ~~closing~~pursue asthese ~~set~~opportunities ~~forth~~beginning in ~~the~~2013, ~~share~~once we have ~~purchase~~successfully ~~agreement,~~launched ~~including~~in North America. The strategy for building multiple plants in the ~~following:~~EMEA region is to enter into licensing and joint venture development and marketing relationships.

1.	no material adverse effect will have occurred with the business or assets of our company, CBp Carbon Industries or Greenwood Commerce since the effective date of the share purchase agreement;
2.	our company, CBp Carbon Industries and Greenwood Commerce will have received all third-party

With our commercial scale plant operating 24/7 in Cyprus, and capable of processing 8,000 tonnes (800,000 tires) per year, we believe we have validated our business model and that our staged growth strategy will result in attractive and stable long-term investor returns.

Marketing Strategy

Our marketing strategy will focus on developing key relationships with governments and industry stakeholders who are focused on effecting environment change and implementing solutions. Our secondary stakeholders include employees, local communities, environmental groups and news media.

Using a mixture of internal and external communications tools such as press releases, advertorials, corporate website, newsletters, advertising, public relations events, community events and face-to-face meetings, we expect to build and strengthen our brand, promote our various projects, and engage and support the communities in which we operates.

Our marketing message and vision is focuses on sustainability, as we offer a solution that can benefit the planet and allow existing industries to remain profitable.

~~consents~~Potential ~~and~~Additional ~~approvals~~Sources ~~contemplated by the share purchase agreement; 3. no suit, action or proceeding will be pending or threatened which would prevent the consummation~~ of ~~any~~Revenue of the transactions contemplated by the share purchase agreement; 4. our company will be reasonably satisfied with our due diligence investigation of CBp Carbon Industries and Greenwood Commerce; 5. the shareholders of CBp Carbon Industries will have approved the sale of the shares of Greenwood Commerce to our company; and 6. Greenwood Commerce will have entered into management agreements with the present management of CBp Carbon Industries and employment agreements with certain employees of Greenwood Commerce.

~~Due~~Oil to conditions precedent to closing, including those set out above, and the risk that the conditions precedent will not be satisfied, there is no assurance that our company will complete the share purchase as contemplated in the share purchase agreement. In the event that we are unable to complete the share purchase agreement, our management will continue to search for alternative business opportunities to pursue.

~~RESULTS~~The OFpyrolysis ~~OPERATIONS~~process produces an oil that is a mixture of heavy fractions, has properties similar to diesel and a Btu content similar to that of heating oil. Generally, we intend to employ the oil in diesel generators to generate electricity as in many jurisdictions, particularly in the EU, we have been advised that we will receive special rates (often called green energy rates). Other off-takers of the oil are expected to be power producers, refineries, or large industrials that could use these oils in their process. In Cyprus, we will sell our oil to the local cement factory for its energy needs. We also intend to engage research to permit us to convert our oil to carbon black.

Green Power

The oil we produce can be used to generate electricity and heat. The heat will be used in the pyrolysis process and other processes within our plant, including the production of electricity. Excess electricity may be able to be sold to the grid as ‘green power’ in some countries. In many countries in Europe, green power typically generates a premium on top of wholesale prices. In Canada, Feed-in Tariff (or “FIT”) programs are becoming more common. FIT programs are designed to support the market development of renewable energy technologies. FIT programs put a legal obligation on utilities and energy companies to purchase electricity from renewable energy producers at a favourable price per unit. The amount paid differs depending upon the source as well as the size. We believe that the generation of electricity utilizing the oil produced by our pyrolysis process will receive certification in some jurisdictions as a green source of electrical power generation and may benefit from FIT programs.

Steel

Tires have a metal bead wire at the inner ring of the tire, as well as metal threads that reinforce the tire tread. A scrap tire consists of 12% metal and our pyrolysis process fully recovers the metal in an efficient way by generating scrap steel. Scrap steel is used in the production process for new steel. As steel demand has grown over the last few years, the demand for scrap steel has been equally strong. The scrap steel that is derived from the Carbon Green™ process is a valuable premium form of scrap steel. We estimate that sustained price levels for the coming years are around $350/tonne for our scrap steel.

Environmental Grants and Subsidies

We provide an economically efficient and environmentally friendly solution for the global scrap tire problem. We believe this makes us an attractive partner for governments that have to deal with historic stockpiles of scrapped tires and continuing disposal issues. For this reason, we have been eligible for government grants when we have established in a country. Further, we anticipate that we will be able to gain significant subsidies on producing power. We expect that European governments will be eager to participate in our establishment in their regions as no other viable solution is currently available for the car tire disposal obligations they are facing under European Union legislation.

Results of Operations

The following discussion of our financial condition and results of operations should be read together with the unaudited interim financial statements and the notes to the unaudited interim financial statements included in this quarterly report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

For the three month periods ended ~~October~~March 31, ~~2009~~2010 and ~~October~~ March 31, ~~2008~~2009

Our ~~interim~~operating ~~consolidated~~results ~~financial statements report a net loss of $43,224~~ for the three month ~~period~~periods ended ~~October 31, 2009 as compared to a~~March ~~net gain of $6,214 for the three month period ended October~~ 31, ~~2008.~~2010 ~~This increase~~and inMarch ~~net loss was due to the fact that we had no revenues in the three month period ended October~~ 31, 2009 asare ~~compared~~summarized toas ~~revenues of $7,117 in the three months ended October 31, 2008. In addition, our expenses for the three months ended October 31, 2009 were $41,723 more than the three months ended October 31, 2008.~~ follows:

The increase in expenses during the three months ended October 31, 2009 was largely due to increases in rent, general and administrative, depreciation and professional expenses from $Nil during the three months ended October 31, 2008 to $8,113, $6,651, $1,353 and $26,587, respectively, during the three months ended October 31, 2009. General and administrative expenses increased, primarily as a result of increased consulting expenses. The increase in professional fees was a result of increased legal and accounting expenses related to effecting the stock split which was completed subsequent to the end of the period. Revenues decreased as there was no tenant occupying the rental facility during the period ended October 31, 2009.

For the six month periods ended October 31, 2009 and October 31, 2008

Our interim consolidated financial statements report a net loss of $64,947 for the six month period ended October 31, 2009 as compared to a net loss of $1,500 for the six month period ended October 31, 2008. This increase in net loss was due to the fact that we had no revenues in the six month period ended October 31, 2009 as compared to revenues of $17,884 in the six months ended October 31, 2008. In addition, our expenses for the six months ended October 31, 2009 were $44,682 more than the six months ended October 31, 2008.

During the six months ended October 31, 2009, we incurred expenses of $64,066 compared to $1,500 during the six months ended October 31, 2008. The increase in expenses during the six months ended October 31, 2009 was largely due to increases in rent, professional fees and depreciation from $Nil during the six months ended October 31, 2008 to $14,695, $41,875 and $2,577, respectively, during the six months ended October 31, 2009. This

increase in expenses was offset by a decrease in general and administrative expenses of $8,549 as a result of decreased business activity and a gain of $5,916 from foreign exchange. The increase in professional fees was a result of increased legal and accounting expenses related to effecting the stock split which was completed subsequent to the end of the period.

	Three Month Period Ended March 31, 2010 ($)	Three Month Period Ended March 31, 2009 ($)
Revenue	34,475	-
Expenses	2,082,093	1,332,578
Other Expenses (income)	(23,993)	(340,240)
Net Income (loss)	(2,023,625)	(992,338)

As of October 31, 2009, we had a working capital deficiency of $82,112. Our total liabilities as of October 31, 2009 were $134,311, as compared to total liabilities of $89,995 as of April 30, 2009. The change was due primarily to an increase in the amount due to related parties of $11,630, an increase in accounts payable of $29,391 and an increase in accrued liabilities of $3,295. Revenue

~~Cash~~The ~~Flow~~decrease ~~Used~~in our revenues in ~~Operating~~the ~~Activities~~three months ended March 31, 2010 as compared to the same period in 2009 was due to the fact that we had less available short term investments earning interest income.

~~Operating~~Expenses activities used cash of $28,955 for the six month period ended October 31, 2009 as compared to using cash of $4,140 for the six month period ended October 31, 2008. The increase in cash used during the six month period ended October 31, 2009 was commensurate with an increase in the amount of rent of $14,695, an increase in professional fees of $41,875 and an increase in depreciation of $2,577. The increased professional fees can be attributed to increased expenses in connection with our stock split and related matters.

~~Cash~~Certain ~~Flow~~of ~~Provided~~our bykey ~~Financing~~expenses ~~Activities~~for the three month periods ended March 31, 2010 and March 31, 2009 are summarized as follows:

Financing activities provided cash of $87,368 for the six month period ended October 31, 2009 compared to using cash of $513 for the six month period ended October 31, 2008. The increase in cash from financing activities resulted primarily from the sale of common stock and proceeds from a note payable.

	Three Month Period Ended March 31, 2010 ($)	Three Month Period Ended March 31, 2009 ($)
Amortization of technology rights	69,444	-
Organization costs	51,115	65,399
Consulting & management fees	370,088	(95,846)
Consulting & management fees (related party)	240,000	-
Exchange loss	109	1,154,937
General & administrative	195,714	123,261
Legal & accounting	148,300	5,036
Loss on investment - unrealized	62,279	-
Loss (gain) on investment - unrealized	(38,784)	45,300
Stock based compensation	406,945	-
Marketing fees	277,118	-
Rent	355	2,742
Research & development	18,115	-
Travel	9,082	-
Wages & benefits	272,213	31,749
Total Expenses	2,082,093	1,332,578

~~Cash~~The ~~Flow~~increase ~~Provided~~in byconsulting ~~Investing~~and ~~Activities~~management fees was a result of hiring more consultants as we increase the required expertise necessary to expand our business The decrease in exchange loss was a result of not investing in multiple currencies during the period. The increase in general and administrative expenses was a result of the hiring of more administrative staff. The increase in legal and accounting fees was a result of the professional fees incurred in connection with the purchase of the shares of Greenwood Commerce Ltd. during the period. The increase in stock based compensation was due to the issuance of stock options during the period. The increase in research and development was a result of expenditures at our Cyprus plant to improve plant production. The increase in travel was a result of an increase in staff required to travel to review corporate operations in Cyprus. The increase in wages and benefits was a result of the hiring of staff in Cyprus to run our operating plant.

Investing activities used cash of $Nil for both of the six month periods ended October 31, 2009 and October 31, 2008.

Liquidity and Capital Resources

As at October 31, 2009, we had current assets, consisting of cash, of $52,199 and current liabilities of $134,311. The current liabilities consist of accounts payable ($69,360), accrued liabilities ($11,408) and amounts due to related parties ($53,543). As at October 31, 2009, we had a working capital deficit of $82,112.

As at October 31, 2009, we had a cumulative deficit of $212,951 and expect to incur further losses during the remainder of our fiscal year ending April 30, 2010. Since inception, we have financed operations through short-term related-party loans and equity financing. During the six month period ended October 31, 2009, our former officers paid $8,021 in expenses on behalf of our company. As of October 31, 2009, we owed $53,543 to our former officers, which is unsecured, non-interest bearing, and has no specific terms of repayment. During the six month period ended October 31, 2008, our former officers paid $17,965 in expenses on behalf of the company and we repaid them a total of $18,478. Loans from our former officers have been used as working capital.

On November 4, 2009, we agreed to settle the outstanding amount of $30,881 owed to one creditor by the issuance of 51,468 shares of our common stock.

On November 4, 2009, we sold 1,704,000 shares of common stock to five investors for gross proceeds of $17,040.

We incurred a loss of $43,224 for the three month period ended October 31, 2009. As indicated below, our estimated working capital requirements and projected operating expenses for the next twelve month period total approximately $80,000. We do not have sufficient funds to carry out our operations for the next twelve month period. We will have to raise additional funds through the issuance of equity securities or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities. We currently do not have any arrangements in place for the completion of any further private placement financings and

~~there~~For is no assurance that we will be successful in completing any further private placement financings. If we are unsuccessful in raising sufficient funds through future capital raising efforts, we may review other financing options. Upon the ~~closing~~nine ofmonth ~~the~~periods ~~share~~ended ~~purchase~~March ~~agreement with CBp Carbon Industries Ltd.~~31, ~~approximately~~2010 ~~$3,000,000~~and ~~will be transferred to~~March ~~Greenwood Commerce Ltd.~~31, ~~which~~2009 ~~will have been acquired by our company in accordance with the terms of the share purchase agreement.~~

WeOur ~~estimate~~operating ~~that~~results ~~the cash needed to fund general expenditures~~ for the ~~next~~nine ~~twelve~~ month ~~period,~~periods ~~beginning~~ended ~~in December, 2009, is approximately~~March ~~$20~~31,~~000.~~ ~~Our~~2010 ~~expenditures~~and ~~for~~March ~~the~~31, ~~next~~2009 ~~twelve months~~ are ~~expected~~summarized toas ~~include consulting fees, transfer agent fees, bank charges and miscellaneous expenses.~~ follows:

In the event that our expenditures exceed estimates, our required expenditures over the next twelve months will increase. In the event that we complete the purchase of the shares of Greenwood Commerce, we expect that these expenditures may increase to reflect the expenditures necessary to pursue our new business plan.

	Nine Month Period Ended March 31, 2010 ($)	Nine Month Period Ended March 31, 2009 ($)
Income	104,598	-
Expenses	4,598,576	11,046,125
Net Income (loss)	(4,493,978)	11,046,125
Interest income	1,854	677,362
Effective interest on related party loans	(2,459,807)	-
Interest expense	(6,202)	(355,264)
Loss from continuing operations	(6,958,133)	(10,704,027)
Loss on disposals and discontinued operations	117,238	1,293,527
Net Loss	(7,075,371)	(11,997,554)

We do not anticipate generating positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to realize. There is no assurance we will achieve profitable operations in the future. We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and affiliates in exchange for debt and/or common stock. No officer or affiliate has made any commitment or is obligated to continue to provide cash through loans or purchases of equity.Revenue

WeRevenues ~~have generated no revenues and incurred significant operating losses from operations. Since we anticipate we will expand operational activities~~ in the ~~future,~~nine wemonth ~~may~~period ~~continue~~ended toMarch ~~experience~~31, ~~net~~2010 ~~negative cash flows~~were ~~from~~generated operations and will be required to obtain additional financing to fund operations through equity securities offerings and bank borrowings to the extent necessary to provide working capital. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from ~~stockholders~~tipping ~~or other~~fees ~~outside sources to sustain operations~~ and ~~meet~~sales ~~our~~of ~~obligations on a timely basis and ultimately to attain profitability~~products. We have limited capital with which to pursue our business plan. There can be no assurance that our future operations will be significant and profitable or that we will have sufficient resources to meet our objectives.

~~There~~Expenses are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

InCertain ~~addition~~of ~~to the issues set out above regarding~~ our ~~ability to~~key ~~raise~~expenses ~~capital,~~for ~~global~~the ~~economies~~nine ~~are~~month ~~currently~~periods ~~undergoing a period of economic~~ended ~~uncertainty.~~March ~~This has resulted in numerous adverse effects~~31, ~~including unprecedented~~2010 ~~volatility in financial markets~~ and ~~stock~~March ~~prices~~31, ~~slower~~2009 ~~economic activity,~~are ~~decreased~~summarized ~~consumer~~as ~~confidence~~follows: and commodity prices and reduced corporate profits and capital spending. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing. In addition, if the future economic environment continues to be less favorable than it has been in recent years, we may experience difficulty in locating a suitable business opportunity to acquire or enter into a business combination with.

Going Concern

	Nine Month Period Ended March 31, 2010 ($)	Nine Month Period Ended March 31, 2009 ($)
Amortization of technology rights	69,444	-
Consulting & management fees	310,658	236,207
Consulting & management fees – related party	720,000	573,771
Financing fees	-	197,875
Exchange loss	(327,885)	8,445,148
General & administrative	422,796	218,561
Legal & accounting	187,272	31,998
Loss on investment - unrealized	(145,316)	827,539
Loss (gain) on investment - unrealized	193,003	123,312
Marketing fees	377,118	-
Stock based compensation	1,871,548	-
Rent	8,016	2,742
Research & development	18,115	-
Travel	9,082	-
Wages & benefits	612,967	113,619
Total Expenses	4,598,576	11,046,125

~~Due~~The toincrease in consulting and management fees was a result of our company hiring more management during the ~~uncertainty~~current period resulting in increased costs. The decrease in financing fees was a result of our ~~ability~~inability to finance ~~meet~~during the recent financial turmoil. The decrease in exchange loss was a result of the situation in the prior period whereby we experienced major currency losses due to the global economic downtrend. We liquidated our ~~current~~currency ~~operating~~positions ~~and~~in ~~capital~~the prior period. The increase in general and administrative expenses, was a result of increased staffing during the period and the opening of administrative offices in Cyprus ~~their~~and ~~report~~Vancouver. The increase in legal and accounting fees was due to additional corporate costs required for audit fees and more utilization of outside legal counsel. The decrease in loss on investment (unrealized and realized) was a result of the ~~annual~~closing ~~financial~~of our currency positions in the prior ~~statements~~period ~~for~~and our not having a currency position in the ~~year~~current ~~ended~~period. ~~April~~The increase ~~30,~~in ~~2009,~~marketing fees was a result of increased marketing programs initiated by our ~~independent~~company ~~auditors~~related ~~included~~to both our product and investor relations. The anincrease ~~explanatory~~in ~~paragraph~~stock ~~regarding~~based ~~concerns~~compensation ~~about~~was a result of our ~~ability~~issuing stock options during the period. The increase in rent was a result of the cost for a new office incurred during the period. The increase in research and development was a result of an increase in expenditures at the Cyprus plant to ~~continue~~improve asthe plant production. The increase in travel was a result of the requirement for ~~going~~management ~~concern~~to travel to review our operations in Cyprus. The increase in wages and benefits was a result of the requirement to hire more staff in Cyprus to operate our plant there.

We have incurred a net loss of $212,951 for the period from inception on January 16, 2006 to October 31, 2009, have negative cash flow, have a stockholders’ deficiency and have no sales. The future of our company is dependent upon our ability to obtain adequate financing and upon future profitable operations from the development of any business that we may acquire. Management has plans to seek additional capital through a private placement and public offering of any common stock and from the issuance of promissory notes.

~~There~~Liquidity ~~is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon our company locating~~ and ~~acquiring~~Capital aResources business opportunity, and achieving a profitable level of operation. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

~~APPLICATION~~Working OFCapital ~~CRITICAL ACCOUNTING POLICIES~~

Our ~~accounting~~working ~~policies~~capital ~~are~~results ~~explained~~as inat ~~Note~~March ~~2 to our unaudited consolidated financial statements~~31, as2010 ~~amended, for the three~~ and ~~six months~~June ~~ended October 31~~30, 2009 ~~included in this Form 10-Q. We consider the following accounting policies to be critical given they involve estimates and judgments made by management and~~ are ~~important~~summarized ~~for~~as ~~our~~follows: ~~investors’ understanding of our operating results and financial condition.~~

Foreign Currency Translation Gains/Losses

	As at March 31, 2010 ($)	As at June 30, 2009 ($)
Current assets	4,202,930	5,196,852
Current liabilities	1,739,394	1,188,605
Working capital (deficiency)	2,463,536	4,008,247

~~The~~Current ~~Company~~Assets has adopted ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollars at rates of exchange in effect at the balance sheet date. Gains or losses are included in income for the year, except gains or losses relating to long-term debt, which are deferred and amortized over the remaining term of the debt. Non-monetary assets, liabilities and items recorded in income arising from transactions denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction.

~~Our~~The ~~company~~decrease ~~uses the Canadian Dollar as its functional currency. Transactions denominated~~ in ~~currencies~~our ~~other~~current ~~than~~assets ~~the~~was ~~entity’s functional~~a ~~currency~~result ~~are translated into the entity’s functional currency at the exchange rate ruling on the date~~ of ~~the~~our ~~transaction. Monetary assets and~~needing ~~liabilities~~to ~~denominated~~use incash ~~foreign currencies are retranslated at the exchange rate ruling on the balance sheet date. Currency transaction differences are recognized~~ in ~~the~~order ~~statement~~to ofconduct ~~income~~our ~~for the period~~operations.

OnCurrent ~~consolidation,~~Liabilities the results of operations and cash flows whose functional currency is other than the US dollar are translated into US dollars at the average exchange rate for the period and their assets and liabilities are translated into US dollars at the exchange rate ruling on the balance sheet date. Currency translation differences are recognized within other comprehensive income as a separate component of shareholders’ equity. In the event that such an operation is sold, the cumulative currency translation differences that are attributable to the operation are reclassified to income.

~~Principles~~The increase in our current liabilities was a result of ~~Consolidation~~increased payables and advances during the period.

~~The~~Cash ~~consolidated~~Flow financial statements include the accounts of our company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. References herein to our company include our company and its subsidiaries, unless the context otherwise requires.

~~RECENT~~Our ~~ACCOUNTING~~cash ~~PRONOUNCEMENTS~~flow for the nine month period ended March 31, 2010 and March 31, 2009 is summarized as follows:

In April 2009, the FASB issued three FSPs intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities:

	Nine Month Period Ended March 31, 2010 ($)	Nine Month Period Ended March 31, 2009 ($)
Cash used in operating activities	(3,301,596)	(11,912,262)
Cash provided by investing activities	(323,989)	(1,163,401)
Cash provided by financing activities	578,723	(19,034,517)
Net movement in cash and cash equivalents	(3,421,175)	(33,303,185)

~~FSP~~Cash ~~No.~~Used ~~FAS~~in ~~157-4,~~Operating “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (ASC Topic 820-10-65-4); Activities

~~FSP~~The ~~No.~~increase ~~FAS~~in ~~107-1~~our ~~and~~cash ~~APB~~used ~~28-1,~~in ~~“Interim~~operating ~~Disclosures~~activities ~~about~~was ~~Fair~~a result ~~Value~~ of ~~Financial~~ ~~Instruments”~~the ~~(ASC~~on ~~Topic~~going ~~825-10-65-1);~~costs ~~and~~of development of our company.

~~FSP~~Cash ~~No.~~Provided ~~FAS~~by ~~115-2~~Investing ~~and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (ASC Topic 320-10-65-1).~~ Activities

The increase in our cash provided by investing activities was a result of additions to our Cyprus plant.

~~ASC~~Cash ~~Topic~~Provided ~~820-10-65-4~~by ~~provides~~Financing additional guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements” (ASC Topic 820), when the volume and level of activity for the asset or liability have significantly decreased in relation to normal market activity. ASC Topic 820-10-65-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. As the new standard only clarified existing guidance, there was no material effect on our company’s consolidated financial statements and notes. Activities

~~ASC~~The ~~Topic~~increase ~~825-10-65-1~~in ~~amends~~our ~~FASB~~cash ~~Statement~~provided ~~No.~~by ~~107, “Disclosures~~financing ~~about~~activities ~~Fair~~was ~~Value of Financial Instruments” (ASC Topic 825),~~a toresult ~~require disclosures about fair value~~ of ~~financial~~the ~~instruments~~closing ~~for interim reporting periods~~ of ~~publicly~~our ~~traded~~borrowings ~~companies~~and ascurrency ~~well as in annual financial statements~~losses. This new standard also amends Accounting Principles Board (APB) Opinion No. 28, “Interim Financial Reporting” (ASC Topic 270), to require those disclosures in summarized financial information at interim reporting periods. The implementation of this standard did not have a material effect on our company’s financial statements.

~~ASC~~Future Topic 320-10-65-1 amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This new standard does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. The implementation of this standard did not have a material effect on our company’s financial statements. Financing

InAs ~~June~~at ~~2009,~~March ~~the FASB issued SFAS No. 165~~31, ~~“Subsequent Events” (ASC Topic 855). ASC Topic 855 establishes the criteria for subsequent events~~2010, ~~including:~~we ~~(a)~~had ~~the period after the balance sheet date during which management of~~ a ~~reporting~~cumulative ~~entity~~deficit ~~shall evaluate events or transactions~~of ~~that~~$28,240,307 may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and ~~(c)~~expect ~~the~~to ~~disclosures~~incur ~~that~~further anlosses ~~entity~~during ~~shall make about events or transactions that occurred after~~ the ~~balance~~remainder ~~sheet~~of ~~date. Our company has~~our ~~evaluated~~fiscal ~~all~~year ~~subsequent~~ending ~~events~~June ~~through December 14~~30, ~~2009, the date of this filing, and determined there are no material recognized or unrecognized subsequent events~~2010.

InWe ~~November~~estimate ofthat ~~2008,~~our ~~the~~administrative ~~SEC~~and ~~released~~general aoverhead ~~proposed roadmap~~cash ~~regarding~~requirements for the ~~potential~~next ~~use~~12 bymonths ~~U.S.~~to ~~issuers~~carry ofout ~~financial~~our ~~statements~~business ~~prepared~~plan inwill be ~~accordance~~approximately ~~with~~$3,000,000 ~~International~~and ~~Financial~~our ~~Reporting~~development ~~Standards~~costs ~~(“IFRS”).~~for ~~IFRS~~new isplant aconstruction ~~comprehensive~~are ~~series~~expect ofto ~~accounting~~be ~~standards~~approximately ~~published~~$40,000,000 by(equity ~~the~~and ~~International Accounting Standards Board (“IASB”~~debt). ~~Under~~Although ~~the~~we ~~proposed~~expect our ~~roadmap,~~Cyprus ~~our~~plant ~~company~~to ~~may~~ be ~~required~~earning inprofits ~~fiscal~~from ~~2015~~operations toby ~~prepare~~fiscal ~~financial~~year ~~statements in accordance with IFRS. However~~end, ~~the~~we ~~SEC will make a determination in 2011 regarding the mandatory~~do ~~adoption~~not ofanticipate ~~IFRS.~~generating ~~Our~~group-wide ~~company~~positive isinternal ~~currently~~operating ~~assessing~~cash ~~the~~flow ~~impact that this~~until ~~potential~~2011 ~~change~~from ~~would~~operations, ~~have~~subject onto ~~its~~investment ~~consolidated~~requirements ~~financial~~for ~~statements,~~new ~~and~~plants. ~~our~~We ~~company~~intend ~~will continue~~ to ~~monitor~~raise ~~the~~our ~~development~~cash ofrequirements ~~the~~through ~~potential~~equity ~~implementation of IFRS~~financings.

InAs ~~June~~noted ~~2009~~above, the ~~Financial~~financial ~~Accounting~~requirements ~~Standards~~of ~~Board~~our ~~(“FASB”) established~~company for the ~~FASB~~next ~~Accounting~~twelve ~~Standards~~months ~~Codification~~will ~~(the~~depend ~~“Codification”)~~on our ability to ~~become~~ raise the ~~source~~money ofwe ~~authoritative~~require through ~~U.S.~~debt ~~GAAP~~financing ~~recognized~~and byprivate ~~the~~placements ~~FASB~~associated towith bethe issuance of ~~applied~~additional byequity ~~nongovernmental~~securities ~~entities.~~of ~~Rules~~our ~~and~~company. ~~interpretive~~The ~~releases~~issuance of ~~the~~additional ~~SEC~~equity ~~under~~securities ~~authority~~by ofus ~~federal~~may ~~securities~~result ~~laws~~in ~~are~~a ~~also~~significant ~~sources~~dilution ofin ~~authoritative U.S.~~the ~~GAAP~~equity ~~for~~interests ~~SEC~~of our ~~registrants~~current stockholders. ~~The~~There ~~Codification~~is ~~was~~no ~~effective~~assurance ~~for~~that ~~financial statements~~we ~~issued~~will ~~for~~be ~~interim~~able ~~and~~to ~~annual~~obtain further ~~periods~~funds ~~ending~~required ~~after~~for ~~September~~our ~~15, 2009.~~continued ~~The~~operations ~~Codification~~or ~~superseded~~that ~~all~~additional ~~then-existing~~financing will ~~non-SEC~~be ~~accounting~~available ~~and reporting~~to ~~standards~~us onwhen ~~July~~needed 1or, ~~2009~~if available, ~~and~~that ~~all~~it ~~other~~can ~~non-grandfathered~~be ~~non-SEC~~obtained on ~~accounting~~commercially ~~literature~~reasonable ~~not~~terms. ~~included~~If inwe ~~the~~are ~~Codification~~not ~~became~~able ~~non-authoritative.~~to obtain the additional ~~The~~financing ~~adoption~~on ofa ~~the~~timely ~~Codification~~basis, ~~did~~we will not ~~have~~be aable ~~material~~to ~~impact~~meet on our ~~company’s~~other obligations ~~consolidated~~as ~~financial~~they ~~statements~~become due and ~~results~~we ofwill be forced to scale down or perhaps even cease our operations.

~~Effective~~Going atConcern the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year-end entity, the Codification will require more information about transfers of financial assets, including securitization transactions, and transactions where entities have continuing exposure to the risks related to transferred financial assets. The Codification eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures about an entity’s involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. Our company does not expect the adoption of these Codification updates to have a material impact on its consolidated financial statements and results of operations.

Due to our net capital deficiency of $23,692,188 as at June 30, 2009, in their report on the annual financial statements for the year ended June 30, 2009, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. As at March 31, 2010, we had net capital of $21,045,687

There is doubt about our ability to continue as a going concern or to expand our business as the continuation of our business expansion plans is dependent upon future financial investment. In the absence of such, we may have to scale down company operations to focus solely on the operations of our Cyprus plant, which we believe is approaching self-sustainability. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Subsequent to the quarter-end, we have commenced commercial production in Cyprus and have begun commercial sales of steel and oil. Upon delivery of masterbatching equipment and its installation during late May, the Cyprus plant is expected to begin continuous production of masterbatch product incorporating our Carbon Green™ carbon black substitute for employment by the rubber industry, at which point the Cyprus plant is expected to be in full continuous production and in operating profit mode.

Off-Balance Sheet Arrangements

We have no significant 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 stockholders.

Application of Critical Accounting Policies

Our accounting policies are explained in Note 2 to our unaudited consolidated financial statements, as amended, for the three and nine months ended March 31, 2010 included in this Form 10-Q. We consider the following accounting policies to be critical given they involve estimates and judgments made by management and are important for our investors’ understanding of our operating results and financial condition.

~~Other~~Available ~~recent~~for ~~accounting~~sale ~~pronouncements~~investments issued by the FASB (including its EITF), the American Institute of Certified Public Accountants (“AICPA”) and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Available-for-sale investments are non-derivative financial assets that are either designated in this category or not classified as financial assets at fair value through income, held-to-maturity investments or loans and receivables. Available-for-sale investments are recognized at fair value on the trade date, which is the date that the Group commits to purchase or sell the asset and subsequently re-measured to fair value through equity. If there is no quoted market price in an active market and the fair value can not be reliably measured, the available for sale investments are subsequently carried at cost, including transaction costs and reviewed annually for impairment. When these investments are sold or impaired the accumulated fair value adjustments are included in the statement of operations as net realized gains/losses on financial assets.

Stock-based payment transactions with employees

Total stock-based compensation for the nine months ended March 31, 2010 was $927,115. We measure and recognize the compensation expense for all share-based awards made to employees including employee stock options based on estimated fair values. The fair value of employee stock options is estimated on the date of grant using the Black-Scholes option valuation model. The value of awards that are ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations. Because share-based compensation expense recognized in the consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for forfeitures.

Our determination of fair value of employee stock options on the date of grant using the Black-Scholes option valuation model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Although the fair value of employee stock options is determined using an option-pricing model,that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

Stock-based payment transactions with non-employees

Total stock-based compensation for the nine months ended March 31, 2010 for non-employees was $944,433. We for our stock-based payment transactions with non-employees in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees”. We have entered into a number of agreements with service providers by issuing stock-options to these non-employees as settlement of liabilities. The fair value of non-employee stock option awards is estimated on the date of grant using the Black-Scholes option valuation model. We recognize the fair value of these stock options at the date at which the counterparty’s performance is complete, which is normally over a vesting period, which we deem as being its measurement date.

Where we know upfront both the quantity and terms of the award, before the measurement date we recognize expense based on the then current fair value and continue to do so at each reporting date until the options can be measured.

Where we do not know upfront both the quantity and terms of the award, we recognize any cost of the transaction in reporting periods before the measurement date, based on the then-current lowest aggregate fair value at each of those interim reporting dates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

As required by ~~Rule~~Rules 13a-15 ofor 15d-15 under the Securities Exchange Act of 1934, ~~our~~we ~~principal~~have ~~executive~~carried ~~officer~~out ~~and~~an ~~principal~~evaluation ~~financial~~of ~~officer~~the ~~evaluated~~effectiveness of our ~~company’s~~ disclosure controls and procedures (as ~~defined in Rules 13a-15(e)~~ of the ~~Securities Exchange Act of 1934) as of the~~ end of the period covered by this ~~report.~~quarterly ~~Based on this evaluation~~report, ~~our~~being ~~principal~~March ~~executive officer and principal financial officer concluded that as of the end of the period covered by this report~~31, ~~these~~2010. ~~disclosure~~This ~~controls~~evaluation ~~and~~was ~~procedures~~carried ~~were not effective to~~out ~~ensure that the information required to be disclosed by our company in reports it files or submits~~ under the ~~Securities~~supervision ~~Exchange Act of 1934 is recorded, processed, summarized~~ and ~~reported~~with ~~within~~ the ~~time~~participation ~~periods specified in the rules and forms~~ of ~~the Securities Exchange Commission and to ensure that such information is accumulated and communicated to~~ our ~~company’s~~ management, ~~including~~ ~~our principal executive officer and principal financial officer, to~~including ~~allow timely decisions regarding required disclosure. The conclusion that~~ our ~~disclosure~~ ~~controls~~President and ~~procedures~~Chief ~~were~~Executive ~~not~~Officer ~~effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff:~~ (~~i) lack of a sufficient number of independent directors for~~ our ~~board~~principal ~~and~~executive ~~audit~~officer) ~~committee. We~~and ~~currently have no independent director on~~ our ~~board, which is comprised of one director. As a publicly~~Vice-~~traded~~President ~~company,~~Finance ~~we strive to have a majority of~~ (our ~~board~~ ofprincipal ~~directors~~financial beofficer ~~independent; (ii) inadequate segregation of duties~~ and ~~effective~~ ~~risk assessment; and (iii) insufficient written policies and~~principal ~~procedures for~~ accounting ~~and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines~~officer). ~~Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.~~

WeOur ~~plan~~management todoes ~~take~~not ~~steps~~expect tothat ~~enhance~~our ~~and~~disclosure ~~improve~~controls ~~the design of our~~or our internal ~~controls~~control over financial reporting. ~~During~~will ~~the~~prevent ~~period~~all ~~covered~~error byand ~~this~~fraud. ~~quarterly~~A ~~report~~control onsystem, ~~Form~~no ~~10-Q~~matter how well conceived and operated, wecan ~~have~~provide ~~not~~only reasonable, ~~been~~but ~~able~~not toabsolute, ~~remediate~~assurance that the ~~material weaknesses~~objectives ~~identified~~of ~~above~~a control system are met. ToFurther, ~~remediate~~any ~~such~~control ~~weaknesses~~system reflects limitations on resources, weand ~~plan~~the benefits of a control system must be considered relative to ~~implement~~its costs. These limitations also include the ~~following~~realities ~~changes~~that ~~during~~judgments ~~our~~in ~~fiscal~~decision-making ~~year~~can ~~ending~~be faulty ~~April~~and ~~30,~~that ~~2010,~~breakdowns ~~subject~~can tooccur because of simple error or mistake. ~~obtaining~~Additionally, ~~additional~~controls ~~financing:~~can ~~(i)~~be ~~appoint~~circumvented ~~additional~~by ~~qualified~~the ~~personnel~~individual toacts of some ~~address~~persons, ~~inadequate~~by ~~segregation~~collusion of ~~duties~~two ~~and~~or ~~ineffective~~more ~~risk~~people or by management; ~~and~~override of a ~~(ii)~~control. ~~adopt~~The ~~sufficient~~design ~~written~~of ~~policies~~a ~~and~~control ~~procedures~~system ~~for~~is ~~accounting~~also ~~and financial~~based ~~reporting.~~upon ~~The~~certain ~~remediation~~assumptions about ~~efforts~~potential ~~set~~future ~~out~~conditions; ~~above~~over ~~are~~time, ~~largely~~currently ~~dependent~~implemented controls may ~~upon~~become ~~our~~inadequate ~~securing~~because ~~additional~~of ~~financing~~changes toin ~~cover~~conditions, or the ~~costs~~degree of ~~implementing~~compliance with the ~~changes~~ ~~required~~policies or procedures may deteriorate. IfDue weto ~~are~~the ~~unsuccessful~~inherent limitations in ~~securing~~a ~~such~~cost-effective ~~funds~~control system, ~~remediation efforts~~misstatements ~~may~~due beto ~~adversely~~error ~~effected~~or infraud amay occur ~~material~~and ~~manner~~may not be detected.

ItBased ~~should~~upon ~~be noted~~ that ~~while our management believes our disclosure controls and procedures provide a reasonable level of assurance~~evaluation, ~~they do not expect that~~ our ~~disclosure~~President ~~controls~~ and ~~procedures~~Chief ~~or internal controls~~Executive ~~will~~Officer ~~prevent all error~~ and ~~all~~our ~~fraud.~~Vice-President AFinance ~~control~~concluded ~~system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance~~ that ~~the~~ ~~objectives~~our ofdisclosure ~~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 controls can provide absolute assurance that all control issues~~ and ~~instances~~procedures ofwere ~~fraud,~~effective ~~if any,~~as ~~within~~at ~~our company have been detected. These inherent limitations include~~ the ~~realities~~end ~~that judgments in decision making can be faulty, and that breakdowns can occur because~~ of ~~simple error or mistake. Additionally, controls can be circumvented by~~ the ~~individual~~period ~~acts~~covered ~~of some persons,~~ by ~~collusion of two~~this orquarterly ~~more people, or by management override of the controls~~report. The design of any system of internal control is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

12Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the applicable time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures which are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our president and chief executive officer to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the ~~three~~period ~~month~~covered ~~period~~by ~~ended~~this ~~October~~quarterly ~~31,~~report ~~2009~~ that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial ~~shareholder~~stockholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

~~RISK~~In ~~FACTORS~~addition to other information in this quarterly report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward-looking statements. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. Prospective investors should consider carefully the risk factors set out below.

Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. If we are unable to obtain a business opportunity that we believe is in the best interests of our company, we may never recommence operations and will go out of business. If we go out of business, investors will lose their entire investment in our company.

Although we have entered into a share purchase agreement with CBp Carbon Industries Inc. and Greenwood Commerce Ltd., there is no assurance that this transaction will close. In the event that the share purchase is not completed, we will continue to look for alternative business opportunities. We are, and will continue to be, an insignificant participant in the number of companies seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are actively seeking suitable business opportunities or business combinations which may also be desirable target candidates for us. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. We are, consequently, at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. We will also compete with numerous other small public companies seeking suitable business opportunities or business combinations. If we are unable to obtain a business opportunity that we believe is in the best interests of our company, we may never recommence operations and will go out of business. If we go out of business, investors will lose their entire investment in our company.

~~The~~Risks ~~worldwide~~Relating ~~economic downturn may reduce our ability~~ to ~~obtain~~ ~~the financing necessary to continue~~ our ~~business~~Business and may reduce the number of viable businesses that we may wish to acquire. If we cannot raise the funds that we need or find a suitable business to acquire, we will go out of business and investors will lose their entire investment in our company.

InWe ~~2008~~may ~~and~~experience ~~2009,~~delays ~~there has been a downturn~~ in ~~general worldwide~~resolving ~~economic conditions due to many factors, including the effects of the~~unexpected ~~subprime~~technical lending and general credit market crises, volatile but generally declining energy costs, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these economic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in decreased business opportunities as potential target companies face increased financial hardship. Tightening credit and liquidity issues ~~will~~experienced ~~also result~~ in ~~increased difficulties~~completing ~~for~~development ~~our company to raise capital for our continued operations and to consummate a business opportunity with a viable business. We may not be able to raise money through the sale~~ of ~~our~~new ~~equity~~technology ~~securities or through borrowing funds on terms we find acceptable. If we cannot raise the funds~~ that ~~we need or~~ ~~find a suitable business to acquire, we~~ will goincrease ~~out~~development ofcosts ~~business.~~and Ifpostpone weanticipated gosales ~~out~~and ~~of business, investors will lose their entire investment in our company~~revenues.

WeAs ~~have~~we ~~had~~develop ~~negative~~and ~~cash~~improve ~~flows~~our ~~from~~products, ~~operations~~we frequently must solve chemical, manufacturing and/or ifequipment-related issues. Some of these issues are ones that we cannot anticipate because the products we are developing are ~~not~~new. ~~able~~If we must revise existing manufacturing processes or order specialized equipment to ~~obtain~~address ~~further~~a ~~financing~~particular issue, we may not meet our ~~business~~projected ~~operations~~timetable for ~~may~~bringing ~~fail~~products to market. Such delays may interfere with existing manufacturing schedules, negatively affect revenues and increase our cost of operations.

We ~~had cash in the amount of $52,199 and a working capital deficit of $82,112 as of October 31, 2009. We anticipate that we will require additional financing while we~~ are ~~seeking~~subject ato ~~suitable~~governmental ~~business opportunity or business combination. Further~~regulations, ~~we anticipate that we will not have sufficient~~including ~~capital~~environmental toand ~~fund~~health ~~our~~and ~~ongoing~~safety ~~operations for the next twelve months~~regulations. We may be required to raise additional financing for a particular business combination or business opportunity. We would likely secure any additional financing necessary through a private placement of our common shares.

~~There~~Our ~~can~~business beoperations noare ~~assurance~~subject ~~that,~~to ifa ~~required,~~variety ~~any~~of ~~such financing~~national, ~~will~~state beand ~~available~~local ~~upon~~laws ~~terms~~ and ~~conditions acceptable to us~~regulations, ifmany atof ~~all.~~which ~~Our inability~~deal towith ~~obtain~~the ~~additional financing in a sufficient amount when needed and~~environment ~~upon~~and ~~terms~~health and ~~conditions~~safety ~~acceptable~~issues. toWe usbelieve ~~could~~we ~~have~~are ain material ~~adverse~~compliance ~~effect~~with ~~upon~~applicable ~~our~~environmental ~~company.~~and Weworker ~~will~~health ~~require~~and ~~further~~safety ~~funds~~requirements. ~~to finance the development of~~However, ~~any~~material ~~business~~future ~~opportunity~~expenditures ~~that~~may ~~we acquire. There can~~ be nonecessary ~~assurance~~if ~~that~~compliance ~~such funds~~standards ~~will~~change ~~be available~~ or material ~~available~~unknown onconditions ~~terms~~that ~~satisfactory~~require toremediation usare discovered. If ~~additional~~we fail ~~funds~~to ~~are~~comply ~~raised~~with bypresent ~~issuing~~and ~~equity securities, further dilution to existing or~~ future ~~shareholders~~environmental isand ~~likely~~worker tohealth ~~result.~~and ~~If adequate funds are not available on~~safety ~~acceptable~~laws ~~terms~~and ~~when needed~~regulations, we ~~may~~could be ~~required~~subject to ~~delay,~~future ~~scale~~liabilities ~~back~~ or ~~eliminate~~ ~~the development of any business opportunity that we acquire.~~interruptions ~~Inadequate~~in ~~funding could also impair~~ our ~~ability to compete in the marketplace~~operations, which ~~may~~could ~~result~~have ina ~~the~~material ~~dissolution~~adverse ofaffect on our ~~company~~business.

AOur ~~decline~~business independs on the ~~price~~protection of our ~~common~~patents ~~stock could affect our~~and ~~ability~~other tointellectual ~~raise~~property ~~further working capital~~ and ~~adversely~~may ~~impact~~suffer ~~our operations.~~if If we ~~cannot~~are ~~raise~~unable ~~the~~to ~~funds that we require, we will go out~~adequately ofprotect ~~business~~such ~~and~~intellectual ~~investors will lose their entire investment in our company~~property.

AOur ~~prolonged~~success ~~decline~~and inability ~~the~~to ~~price~~compete ofare substantially dependent upon our ~~common~~intellectual ~~stock~~property. ~~could~~We rely on patent, trademark and copyright laws, ~~result~~trade insecret aprotection ~~reduction~~and inconfidentiality ~~the~~or ~~liquidity~~license ofagreements with our employees, ~~common~~strategic ~~stock~~partners and aothers ~~reduction~~to in protect our ~~ability~~intellectual toproperty rights. ~~raise~~However, ~~capital.~~the ~~Because~~steps ~~our~~we ~~operations~~take ~~have~~to ~~been~~protect ~~primarily financed~~our ~~through~~intellectual ~~the~~property ~~sale~~rights may ofbe ~~equity~~inadequate. ~~securities,~~There aare ~~decline~~events inthat ~~the~~are ~~price~~outside of our control that pose a ~~common~~threat ~~stock~~to ~~could~~our beintellectual ~~especially~~property ~~detrimental~~rights as well as to our ~~liquidity~~products and services. ~~our~~For ~~continued~~example, effective intellectual property protection may not be ~~operations.~~available ~~Any~~in ~~reduction~~every country in which we license our ~~ability~~technology toor ~~raise~~our ~~equity~~products are ~~capital~~distributed. inAlso, the ~~future would~~efforts ~~force~~we ushave taken to ~~reallocate~~protect ~~funds~~our ~~from~~proprietary rights ~~other~~may ~~planned~~not ~~uses~~be ~~and~~sufficient ~~would~~or ~~have~~effective. aAny impairment of our intellectual ~~significant~~property ~~negative~~rights ~~effect~~could onharm our business ~~plans~~ and ~~operations, including~~ our ability to ~~develop~~compete. ~~new~~Also, protecting ~~products~~our ~~and~~intellectual ~~continue~~property ~~our~~rights ~~current~~is ~~operations~~costly and time consuming. IfAny increase in the unauthorized use of our intellectual property could make it more ~~stock~~expensive ~~price~~to ~~declines,~~do webusiness ~~may~~and ~~not~~harm beour ~~able~~operating toresults. ~~raise~~In ~~additional~~addition, ~~capital~~other parties may independently develop similar or ~~generate~~competing technologies designed ~~funds~~around ~~from~~any ~~operations~~patents ~~sufficient~~that tomay ~~meet~~be ~~our~~issued ~~obligations~~to us.

~~Because~~We ~~our~~have ~~current~~several ~~officers~~patent ~~have~~applications ~~other~~pending ~~business~~relating ~~interests,~~to certain ~~they~~aspects of our technology and we may ~~not~~seek befurther ~~able~~patents oron ~~willing~~future innovations. Our ability to ~~devote~~either adevelop ~~sufficient~~our ~~amount~~products or license our technology is substantially dependent on the validity and enforcement of ~~time~~these topatents pending. We cannot guarantee that our patents will not be invalidated, circumvented or challenged, ~~business~~that ~~operations~~patents will be issued for our patents pending, ~~causing~~that the rights granted under the patents will provide us competitive advantages or that our ~~business~~current and tofuture ~~fail.~~patent applications will be granted.

~~Mr.~~Third ~~Brow,~~parties ~~our~~may ~~sole~~invalidate ~~director and president, currently devotes 10 - 15 hours per month to~~ our ~~company~~patents. Our chief executive officer, John Novak, also devotes the majority of his time to other business activities. While they presently possess adequate time to attend to our current interests, it is possible that the demands on them from their

Third parties may seek to challenge, invalidate, circumvent or render unenforceable any patents or proprietary rights owned by or licensed to us based on, among other things:

subsequently discovered prior art;

~~other~~lack ~~obligations~~of ~~could~~entitlement ~~increase, with the result that they would no longer be able~~ to ~~devote sufficient time to~~ the ~~management~~priority of ~~our business.~~an ~~This~~earlier, ~~could~~related ~~negatively~~application; ~~impact our business development.~~ or
Wefailure ~~have~~to acomply ~~limited~~with ~~operating~~the ~~history~~written ~~and~~description, ifbest ~~we are not successful in continuing to grow our business~~mode, ~~then~~enablement ~~we may have to scale back~~ or ~~even~~ other ~~cease~~applicable ~~our ongoing business operations~~requirements.

WePatent ~~have~~law aoften ~~limited~~requires ~~operating~~that ~~history~~a onpatent ~~which~~must todisclose ~~base~~the an“best ~~evaluation~~mode” of ~~our~~creating ~~business~~ and ~~prospects.~~using ~~Our~~the ~~prospects~~invention ~~must~~covered beby ~~considered~~a inpatent. If the inventor ~~light~~of a patent knows of ~~the~~a ~~risks~~better way, ~~uncertainties~~or “best mode”, ~~expenses~~to ~~and~~create ~~difficulties~~the ~~frequently~~invention and ~~encountered~~fails byto ~~companies~~disclose ~~seeking~~it, tothat ~~acquire~~failure orcould ~~establish~~result ain ~~new~~the ~~business opportunity~~loss of patent rights. ~~Some~~If a ofthird ~~these~~party ~~risks~~is ~~and~~successful ~~uncertainties~~in ~~relate~~challenging tothe validity of our ~~ability~~patents, toour ~~identify,~~inability ~~secure~~to ~~and~~enforce ~~complete~~our anintellectual ~~acquisition~~property ofrights acould ~~suitable~~seriously ~~business~~harm ~~opportunity.~~our business.

We ~~cannot~~may be ~~sure~~liable ~~that~~for weinfringing ~~will~~the beintellectual ~~successful in addressing~~property ~~these~~rights risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of ~~our control~~others. ~~There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.~~

ItOur isproducts ~~unlikely~~and ~~that~~technologies wemay ~~will~~be ~~generate~~the ~~any~~subject orof ~~significant~~claims of ~~revenues~~intellectual ~~while~~property weinfringement ~~seek~~in athe ~~suitable business opportunity~~future. Our ~~short~~technologies ~~and~~may ~~long-term~~not be ~~prospects~~able ~~depend~~to ~~upon~~withstand ~~our~~any ~~ability~~third-party toclaims ~~select~~or ~~and~~rights ~~secure~~against atheir ~~suitable~~use. ~~business~~Any ~~opportunity.~~intellectual Inproperty ~~order~~claims, ~~for~~with usor without merit, could be time-consuming, expensive to ~~make~~litigate aor ~~profit~~settle, wecould ~~will~~divert ~~need~~resources toand ~~successfully acquire~~attention aand ~~new~~could require ~~business~~us ~~opportunity~~to inobtain ~~order~~a license to ~~generate~~use ~~revenues~~the inintellectual anproperty ~~amount~~of third ~~sufficient~~parties. toWe ~~cover~~may ~~any~~be ~~and~~unable ~~all~~to ~~future~~obtain ~~costs~~licenses ~~and~~from ~~expenses~~these inthird ~~connection~~parties ~~with any~~on ~~such~~favorable ~~business~~terms, ~~opportunity~~if at all. Even if wea ~~become~~license ~~profitable~~is available, we may ~~not~~have ~~sustain~~to orpay ~~increase~~substantial ~~our~~royalties ~~profits~~to obtain it. If we cannot defend such claims or obtain necessary licenses on areasonable ~~quarterly~~terms, we may be precluded from offering most or ~~annual~~all ~~basis~~of inour ~~the~~products ~~future~~or services and our business and results of operations will be adversely affected.

WeThe ~~will,~~markets in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which ~~will increase continuously until~~ we ~~complete~~intend ~~a business combination or acquire a business opportunity that can generate revenues that result in a net profit~~ to ~~us.~~sell ~~There~~our isproducts ~~no assurance that we will identify a~~are ~~suitable~~highly ~~business opportunity or complete a business combination~~competitive.

~~Risks~~The ~~Associated~~markets in which we intend to sell our products are highly competitive on a global basis, with a number of companies having significantly greater resources and market share than us. Because of greater resources, many of our ~~Common~~competitors ~~Stock~~may be able to adapt more quickly to changes in the markets we have targeted or devote greater resources to the development and sale of new products. The products we have developed have not obtained broad market acceptance and rely on our emerging technology. To improve our competitive position, we will need to make significant ongoing investments in manufacturing, marketing, sales, research and development and intellectual property protection. We do not know if we will have sufficient resources to continue to make such investments or if we will maintain or improve our competitive position within the markets we serve.

~~Our~~We ~~stock~~have is a ~~penny~~limited ~~stock.~~operating ~~Trading~~history, ofand ~~our~~it ~~stock~~is ~~may~~difficult to beevaluate ~~restricted by~~our ~~the~~financial ~~Securities~~performance and ~~Exchange~~prospects. ~~Commission’s~~There ~~penny~~is ~~stock~~no ~~regulations~~assurance ~~which~~that ~~may~~we ~~limit~~will aachieve ~~stockholder’s~~profitability ~~ability~~or tothat ~~buy~~we ~~and~~will ~~sell~~not discover problems with our business ~~stock~~model.

~~Our~~We ~~stock~~have is a ~~penny~~limited ~~stock.~~operating ~~The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5~~history.00 ~~per share~~As ~~or an exercise price of less than $5.00 per share~~such, ~~subject~~it tois ~~certain~~difficult ~~exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell~~ to ~~persons other~~evaluate ~~than~~our ~~established~~future ~~customers~~prospects and ~~“accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5~~performance,~~000,000~~ or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and ~~the~~therefore ~~nature~~we ~~and~~cannot ~~level of risks in the penny stock market. The~~ensure broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that ~~prior~~we towill ~~a transaction~~operate inprofitably a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the ~~secondary market for the stock that is subject to these penny stock rules~~future. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

A renewal of the general downturn in the global economy could have an adverse impact on our business, operating results or financial position.

We have recently experienced a general downturn in the global economy. A renewal or worsening of these conditions, including credit and capital markets disruptions, could have an adverse impact on our business, operating results or financial position in a number of ways. We may experience declines in revenues and cash flows as a result of reduced orders, payment delays or other factors caused by the economic problems of our customers and prospective customers. We may experience supply chain delays, disruptions or other problems associated with financial constraints faced by our suppliers and customers. We may incur increased costs or experience difficulty with about ability to borrow in the future or otherwise with financing our operating, investing or financing activities. Any of these potential problems could hinder our efforts to increase our sales and might, if severe and extensive enough, cause our sales to decline, jeopardizing our ability to operate.

We have been the subject of a going concern opinion by our independent auditors who have expressed substantial doubt as to our ability to continue as a going concern.

Our independent auditors have added an explanatory paragraph to their audit report issued in connection with our annual financial statements for the year ended June 30, 2009 which states that our net capital deficit of $23,692,188 raises substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis to retain our current financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease operations.

~~Financial~~We ~~Industry~~have ~~Regulatory~~limited ~~Authority~~funds ~~sales~~available ~~practice~~for ~~requirements~~operating expenses. ~~may~~If ~~also~~we ~~limit~~do anot ~~stockholder’s~~obtain ~~ability~~funds towhen ~~buy~~needed, ~~and~~we ~~sell~~will ~~our~~have ~~shares~~to ofcease ~~common~~our ~~stock~~operations.

InCurrently, ~~addition~~we tohave ~~the~~limited ~~“penny~~operating ~~stock”~~capital. ~~rules~~In ~~described above,~~ the ~~Financial~~foreseeable ~~Industry~~future, ~~Regulatory~~we ~~Authority~~expect ~~(known~~to asincur ~~“FINRA”)~~significant ~~has~~expenses ~~adopted~~when ~~rules~~developing our ~~that~~business. ~~require~~We ~~that~~may inbe ~~recommending~~unable ~~an investment~~ to alocate ~~customer,~~sources aof ~~broker-dealer must~~capital ~~have~~or ~~reasonable~~may ~~grounds~~find ~~for believing~~ that ~~the investment~~ capital is ~~suitable~~not ~~for that~~available ~~customer.~~on ~~Prior~~terms tothat ~~recommending~~are ~~speculative~~acceptable ~~low priced securities~~ to ~~their non-institutional~~us ~~customers, broker-dealers must make reasonable efforts~~ to ~~obtain~~ ~~information~~fund ~~about~~our ~~the customer’s financial status, tax status, investment~~additional ~~objectives and other information~~expenses. ~~Under~~There ~~interpretations~~is ~~of these rules,~~ the ~~Financial~~ ~~Industry~~possibility ~~Regulatory Authority believes~~ that ~~there~~we ~~is a high probability that speculative low priced securities~~ will ~~not~~run beout ~~suitable~~of ~~for~~funds, ~~at least~~and ~~some~~this ~~customers. Financial Industry Regulatory Authority requirements make~~may itaffect ~~more~~our ~~difficult~~operations ~~for~~and ~~broker-dealers~~thus toour ~~recommend~~profitability. ~~that~~If ~~their~~we ~~customers~~cannot ~~buy~~obtain ~~our shares~~funds ~~of common stock~~when needed, ~~which~~we may ~~limit~~have ~~your ability~~ to ~~buy~~cease ~~and sell~~ our ~~shares of common stock and have an adverse effect on the market for its shares~~operations.

~~Our~~We ~~common~~may ~~stock~~have isto ~~illiquid~~pay ~~and~~for ~~the~~future ~~price~~environmental ofdamage ~~our common stock~~caused ~~may be negatively impacted~~ by ~~factors which are unrelated to~~ our ~~operations~~manufacturing process.

~~Our~~As ~~common~~we ~~stock~~handle ~~currently~~various ~~trades~~hazardous onchemicals ain ~~limited~~our ~~basis~~manufacturing process, on the ~~OTC Bulletin~~nature ~~Board. Trading~~ of our ~~stock~~business ~~through~~may ~~the~~expose ~~OTC~~us ~~Bulletin~~to ~~Board~~risks ~~is frequently~~of ~~thin~~causing ~~and~~or ~~highly~~being deemed ~~volatile.~~to ~~There~~have iscaused noenvironmental ~~assurance~~or ~~that~~other ~~a sufficient market will develop in our stock~~damages, insuch ~~which~~as ~~case~~the itpotential ~~could be difficult~~ for ~~shareholders~~harmful tosubstances ~~sell~~escaping ~~their~~into ~~stock.~~the ~~The~~environment ~~market~~and ~~price~~causing ofdamages ~~our common stock could~~or ~~fluctuate~~injuries. ~~substantially~~We ~~due~~devote toresources ~~a variety of factors, including market perception of our ability~~ to ~~achieve~~ensure ~~our~~that ~~planned growth, quarterly operating results of~~ our ~~competitors,~~ ~~trading~~operations ~~volume~~are inconducted ~~our common stock, changes~~ in ~~general conditions~~a inmanner ~~the~~that ~~economy~~minimizes ~~and~~such ~~the~~risks. ~~financial~~To ~~markets~~date, orno ~~other~~governmental ~~developments~~authority ~~affecting our~~has ~~competitors~~required or us. Into ~~addition,~~pay ~~the~~any ~~stock~~material ~~market~~fines isor ~~subject~~remediation toexpenses ~~extreme~~in ~~price~~connection ~~and~~with ~~volume~~any ~~fluctuations.~~alleged ~~This~~violation ~~volatility~~of ~~has~~environmental ~~had~~regulations. aHowever, ~~significant~~there ~~effect~~can onbe ~~the market~~no ~~price~~assurance ofthat ~~securities~~future ~~issued~~environmental bydamages ~~many~~will ~~companies~~not ~~for~~occur ~~reasons~~or ~~unrelated~~that ~~to their~~environmental ~~operating~~damages ~~performance~~due ~~and~~to ~~could~~prior ~~have~~or ~~the~~present ~~same~~practices ~~effect~~will onnot ~~our~~result ~~common~~in ~~stock~~future liabilities.

We may be subject to additional environmental regulation.

We are subject to environmental regulation by federal, provincial, state and local authorities. While we believe that we are in substantial compliance with all material government requirements relating to environmental controls on our operations, changes in such government laws and regulations are ongoing and may make environmental compliance increasingly expensive. We are not able to predict future costs which may be incurred to meet environmental obligations.

Establishing and expanding international operations requires significant management attention.

We intend to expand our operations internationally, which, if not planned and managed properly, could materially adversely affect our business, financial condition and operating results. Expanding internationally may expose us to legal uncertainties, new regulatory requirements, liability, export and import restrictions, tariffs and other trade barriers, difficulties in managing operations across disparate geographic areas, foreign currency fluctuations, and potential disruptions in sales or manufacturing. We may also face challenges in protecting our intellectual property or avoiding infringement of others’ rights, and in complying with potentially uncertain or adverse tax laws.

We may encounter difficulties in managing our growth, which could adversely affect our results of operations.

Our continued growth will place a strain on our administrative and operational infrastructure. If we are unable to manage this growth effectively, our business, results of operations or financial condition may be materially and adversely affected. Our ability to manage our operations and growth effectively requires us to continue to improve our operational, financial and management controls, reporting systems and procedures and hiring programs. We may not be able to successfully implement these required improvements.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our new management team.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our new management team, which has some experience operating a U.S. public company, will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Standards for compliance with Section 404 of the Sarbanes-Oxley Act are complex, and if we fail to comply in a timely manner, our business could be harmed and our stock price could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of a public company’s internal control over financial reporting, and attestation of this assessment by the public company’s independent registered public accountants. We believe that the attestation requirement of management’s assessment by our independent registered public accountants will first apply to our annual report for the 2010 fiscal year. The standards that must be met for management to assess the internal control over financial reporting are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. In addition, the attestation process by our independent registered public accountants is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accountants. If we cannot assess our internal control over financial reporting as effective, or our independent registered public accountants are unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.

We may be unable to enforce our legal rights in certain circumstances.

In the event of a dispute arising at or in respect of our current or any future foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States or other jurisdictions. We may also be hindered or prevented from enforcing our rights with respect to a governmental entity or instrumentality because of the doctrine of sovereign immunity.

We depend on our key personnel, the loss of whom would adversely affect our operations. If we fail to attract and retain the talent required for our business, our business will be materially harmed.

We are a small company with approximately 41 full-time employees as of December 31, 2009, and we depend to a great extent on the principal members of our management. If we lose the services of any key personnel, in particular, Mr. John Novak, our President and CEO, it could significantly impede the achievement of our objectives. In addition, recruiting and retaining qualified personnel will be critical to our success. We may not be able to retain existing personnel or attract and retain qualified staff in the future. If we fail to hire and retain personnel in key positions, we may be unable to achieve our corporate objectives in a timely manner.

Because most of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgments and civil liabilities against our officers, directors, experts and agents.

Most of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons' assets are located outside of the United States. As a result, it may be difficult for investors to enforce any judgments obtained against our officers or directors within the United States, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

Risk Relating to Our Stock

Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 300,000,000 shares of common stock, of which 69,955,886 shares are issued and outstanding. Our board of directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges of such shares, without consent of any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future.

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

Because we do not intend to pay any cash dividends on our shares of common stock in the near future, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. ~~Submission~~[Removed ofand ~~Matters to a Vote of Security Holders.~~Reserved]

None.

Item 5. Other Information

OnIn December 9, 2009, J.we ~~David~~entered ~~Brow~~into ~~resigned~~a assponsorship ~~our~~agreement ~~chief~~with ~~executive~~Manor ~~officer~~Grand Prix Racing Limited pursuant to which we have agreed to act as sponsor of Virgin Racing’s Formula One motor racing team. OnUnder the ~~same~~terms ~~date~~of the agreement, ~~John~~we ~~Novak~~have ~~was~~agreed ~~appointed~~to aspay Manor certain fees, including the application of carbon credits, in exchange for having our ~~chief~~logo displayed on Virgin’s Formula ~~executive~~One ~~officer~~racing cars and for other promotional, advertising and marketing rights and opportunities. A copy of the agreement is attached as Exhibit 10.10 to this report on Form 10-Q.

John Novak (48)

Mr. Novak has over 22 years of experience as an entrepreneur and businessman. He is a co-founder of CBp Carbon Industries and served as its managing director, president and chief executive officer from 2004 until December, 2009, where he was responsible for all strategic matters including corporate direction, financial management and governmental relations. For the past 19 years, he has participated in the development of successful business ventures in Central and Eastern Europe in sectors as diverse as manufacturing, real estate development, name brand product distribution and investment. He served as a Senior Advisor to the Managing Director of Creditanstalt Bank in Austria (now a subsidiary of Bank Austria Group) where he helped create investment strategies in the burgeoning field of privatization during the 1990’s in Eastern Europe.

From 2004 until 2006, Mr. Novak served as the President of the Slovak-Canadian Chamber of Commerce, regularly interacting with high level government officials and businessmen in the promotion of new business initiatives.

Family Relationships

There were no family relationships between John Novak and any director or executive officer or former director or executive officer of our company.

Related Party Transactions

Except as disclosed herein and as disclosed in the periodic reports filed with the Securities and Exchange Commission and available at www.sec.gov, we have not been a party to any transaction since the beginning of our company’s last fiscal year, or any currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

Item 6. Exhibits.

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation of the Company (incorporated by reference from our registration statement on Form SB-2 as filed with the Commission on July 25, 2006)
(3)	Articles of Incorporation and Bylaws
3.2	By-Laws of the Company (incorporated by reference from our registration statement on Form SB-2 as filed with the Commission on July 25, 2006)
3.1	Articles of Incorporation (incorporated by reference from our registration statement on Form SB-2 as filed with the SEC on July 25, 2006)
3.3	Amendment to the By-Laws of the Company (incorporated by reference from our current report on Form 8-K as filed with the Commission on September 15, 2008)
3.4	Articles of Merger filed with the Secretary of State of Nevada on November 2, 2009 (incorporated by reference from our current report on Form 8-K as filed with the Commission on November 5, 2009)
3.5	Certificate of Change filed with the Secretary of State of Nevada on November 3, 2009 (incorporated by reference from our current report on Form 8-K as filed with the Commission on November 5, 2009)
10.1	Specimen Subscription Agreement (incorporated by reference from Exhibit 10.1 to our registration statement on Form SB-2 as filed with the Commission on July 25, 2006)
10.2	Lease, dated February 12, 2007, between the Company and Arbutus Village Holdings Ltd. (incorporated by reference from our annual report on Form 10-K as filed with the Commission on August 10, 2009)
10.3	Shares for Debt Agreement with A Mare Usque ad Mare Ltd. (incorporated by reference from our current report on Form 8-K as filed with the Commission on November 10, 2009)
10.4	Form of Subscription Agreement for Non-US residents (incorporated by reference from our current report on Form 8-K as filed with the Commission on November 10, 2009)
10.5	Form of Subscription Agreement for US residents (incorporated by reference from our current report on Form 8-K as filed with the Commission on November 10, 2009)
10.6	Share Purchase Agreement dated November 30, 2009 among our company, CBp Carbon Industries Inc. and Greenwood Commerce Ltd. (incorporated by reference from our current report on Form 8-K as filed with the Commission on December 2, 2009)
14.1	Code of Conduct (incorporated by reference from our annual report on Form 10-KSB as filed with the Commission on July 31, 2008)
31.1*	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer and Principal Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

3.2	By-Laws (incorporated by reference from our registration statement on Form SB-2 as filed with the SEC on July 25, 2006)
3.3	Amendment to the By-Laws (incorporated by reference from our current report on Form 8-K as filed with the SEC on September 15, 2008)
3.4	Amended and Restated Bylaws dated January 12, 2010 (incorporated by reference from our current report on Form 8-K as filed with the SEC on January 22, 2010)
3.5	Articles of Merger filed with the Secretary of State of Nevada on November 2, 2009 (incorporated by reference from our current report on Form 8-K as filed with the SEC on November 5, 2009)
3.6	Certificate of Change filed with the Secretary of State of Nevada on November 3, 2009 (incorporated by reference from our current report on Form 8-K as filed with the SEC on November 5, 2009)
(10)	Material Contracts
10.1	Shares for Debt Agreement with A Mare Usque ad Mare Ltd. (incorporated by reference from our current report on Form 8-K as filed with the SEC on November 10, 2009)
10.2	Form of Subscription Agreement for Non-US residents (incorporated by reference from our current report on Form 8-K as filed with the SEC on November 10, 2009)
10.3	Form of Subscription Agreement for US residents (incorporated by reference from our current report on Form 8-K as filed with the SEC on November 10, 2009)
10.4	Share Purchase Agreement dated November 30, 2009 among our company, CBp Carbon Industries Inc. and Greenwood Commerce Ltd. (incorporated by reference from our current report on Form 8-K as filed with the Commission on December 2, 2009)
10.5	Management Agreement dated July 1, 2009, between Greenwood Commerce Ltd. and Peter Jensen (incorporated by reference from our current report on Form 8-K as filed with the Commission on January 22, 2010)
10.6	Management Agreement dated July 1, 2009, between Greenwood Commerce Ltd. and Ken Lee (incorporated by reference from our current report on Form 8-K as filed with the Commission on January 22, 2010)
10.7	Management Agreement dated July 1, 2009, between Greenwood Commerce Ltd. and John Novak (incorporated by reference from our current report on Form 8-K as filed with the Commission on January 22, 2010)
10.8	Management Agreement dated July 1, 2009 between Greenwood Commerce Ltd. and AMG Group Inc. (incorporated by reference from our current report on Form 8-K as filed with the Commission on January 22, 2010)
10.9	Form of Warrant Certificate (incorporated by reference from our current report on Form 8-K as filed with the Commission on January 22, 2010)
10.10*	Form of official sponsor agreement with Manor Grand Prix Racing Limited
(31)	Certifications
31.1*	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer and Principal Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed herewith.

1820

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.

CARBON GREEN INC.

/s/ John Novak By: ~~John~~ ~~Novak,~~JOHN NOVAK President and Chief Executive Officer (Principal Executive Officer) Dated: ~~December~~ 14May 25, ~~2009~~2010

/s/ ~~J. David~~Kenneth ~~Brow~~ Lee By: J.KENNETH ~~David~~LEE ~~Brow~~Vice-President, ~~President~~Finance ~~and Chief Financial Officer~~ (Principal Financial Officer ~~and~~andPrincipal ~~Principal~~ Accounting Officer) Dated: ~~December~~May 1425, ~~2009~~ 2010

1921

Filing Compare · CARBON GREEN INC.