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 December 31, 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 No. 333-160366

GREEN CARBON TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Nevada	None
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1802 North Carson Street, Suite 212

Carson City, Nevada 89701

(Address of principal executive offices, zip code)

(646) 520-7426

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (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 Exchange Act Rule 12b-2 of the Exchange Act):

Yes x No o

APPLICABLE ONLY 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 o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of February 11, 2011, there were 19,719,980 shares of common stock, $0.00001 par value per share, outstanding,

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2010

INDEX

Index			Page

Part I.	Financial Information
	Item 1.	Financial Statements

		Condensed Balance Sheets as of December 31, 2010 (unaudited) and June 30, 2010.	5

		Condensed Statements of Operations for the three months ended December 31, 2010 and 2009 (unaudited).	6

		Condensed Statements of Operations for the six months ended December 31, 2010 and 2009, and the period from July 3, 2008 (Inception) to December 31, 2010 (unaudited).	7

		Condensed Statements of Changes in Stockholders’ Equity for the six months ended December 31, 2010 (unaudited) and the years ended June 30, 2009 and 2010.	8

		Condensed Statements of Cash Flows for the six months ended December 31, 2010 and 2009, and the period from July 3, 2008 (Inception) through December 31, 2010 (unaudited).	9

		Notes to Condensed Financial Statements (unaudited).	10

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15

	Item 4.	Controls and Procedures.	15

Part II.	Other Information
	Item 1.	Legal Proceedings.	16

	Item 1A.	Risk Factors.	16

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16

	Item 3.	Defaults Upon Senior Securities.	16

	Item 4.	(Removed and Reserved).	16

	Item 5.	Other Information.	16

	Item 6.	Exhibits.	16

Signatures			17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Green Carbon Technologies Corp., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the Company’s need for and ability to obtain additional financing, the volatility of real estate prices, and the exercise of the control by David Rendina, the Company’s President and Chief Executive Officer, and Chairman of the Board of Directors, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. 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.

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS.

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

Condensed Balance Sheets

	December 31,			June 30,
	2010			2010
	(Unaudited)
ASSETS
Current assets:
Cash	$	21,716		$	29,632
Total current assets		21,716			29,632
Total assets	$	21,716		$	29,632

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,295		$	1,549
Accrued interest due to related party		1,027			967
Total current liabilities		2,322			2,516
Total Liabilities		2,322			2,516

Commitments and Contingencies

Shareholders' equity:
Preferred stock: 25,000,000 shares authorized of $0.00001 par value;
0 issued and outstanding as of December 31 and June 30, 2010		-			-
Common stock: 100,000,000 shares authorized of $0.00001 par value;
19,719,980 shares issued and outstanding as of December 31 and June 30,
2010		197			197
Additional paid-in capital		97,403			97,403
Accumulated deficit during development stage		(78,206	)		(70,484	)
Total shareholders' equity		19,394			27,116
Total liabilities and shareholders' equity	$	21,716		$	29,632

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

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

Condensed Statements of Operations (Unaudited)

	Three Months Ended December 31,
	2010			2009

General and administrative expenses:
Consulting and professional fees	$	5,050		$	6,500
Other general & administrative expenses		2,443			936
Total general and administrative expenses		7,493			7,436

Other income (expenses)
Interest income		2			-
Interest expense		(30	)		(487	)
Total other income (expenses)		(28	)		(487	)

Net loss	$	(7,521	)	$	(7,923	)

Loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding:
Basic and diluted		19,719,980			6,685,489

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

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

Condensed Statements of Operations (Unaudited)

	Six Months Ended December 31,						Period from July 3, 2008 (Inception) to December
	2010			2009				31, 2010

General and administrative expenses:
Consulting and professional fees	$	5,050		$	11,500		$	65,162
Other general & administrative expenses		2,615			2,739			11,390
Total general and administrative expenses		7,665			14,239			76,552

Other income (expenses)
Interest income		3			-			43
Interest expense		(60	)		(954	)		(1,697	)
Total other income (expenses)		(57	)		(954	)		(1,654	)

Net loss	$	(7,722	)	$	(15,193	)	$	(78,206	)

Loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding:
Basic and diluted		19,719,980			3,497,091

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

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

Condensed Statements of Changes in Stockholders' Equity

								Accumulated
								deficit
			Common		Additional			during
	Common		stock		paid-in			development
	stock		amount		capital			stage			Total

Balance, July 3, 2008 (inception)		-	$	-	$	-		$	-		$	-

Shares issued for services July 8, 2008		200,000		2		(2	)		-			-

Net loss, June 30, 2009		-		-		-			(8,358	)		(8,358	)

Balance, June 30, 2009		200,000		2		(2	)		(8,358	)		(8,358	)

Shares issued for cash		19,519,980		195		97,405			-			97,600

Net loss, June 30, 2010		-		-		-			(62,126	)		(62,126	)

Balance, June 30, 2010		19,719,980		197		97,403			(70,484	)		27,116

Net loss, December 31, 2010		-		-		-			(7,722	)		(7,722	)

Balance, December 31, 2010 (Unaudited)		19,719,980	$	197	$	97,403		$	(78,206	)	$	19,394

Note: On July 26, 2010 the Company affected a 20 for 1 forward split of its capital structure such that every one share of common stock issued and outstanding prior to the split was exchanged for twenty post-split shares of common stock.

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

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

Condensed Statements of Cash Flows (Unaudited)

	Six Months Ended December 31,						Period from July 3, 2008 (Inception) to December
	2010			2009				31, 2010

Cash flows from operating activities:
Net loss	$	(7,722	)	$	(15,193	)	$	(78,206	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Accrued interest expense		60			954			1,027
Changes in operating assets and liabilities:
(Decrease) increase in accounts payable		(254	)		2,443			1,295
Net cash (used in) operating activities		(7,916	)		(11,796	)		(75,884	)

Cash flows from investing activities:

Cash flows from financing activities:
Proceeds from stock issuances		-			40,000			97,600
Net cash provided by financing activities		-			40,000			97,600

Net (decrease) increase in cash		(7,916	)		28,204			21,716
Cash, beginning of the period		29,632			7,125			-
Cash, end of the period	$	21,716		$	35,329		$	21,716

Supplement cash flow information and non cash financing activities:
Cash paid for:
Interest	$	-		$	-		$	670
Income tax	$	-		$	-		$	-

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

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)

As of December 31, 2010

1. Condensed financial statements

The accompanying December 31, 2010 condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2010 and 2009 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the Company's June 30, 2010 audited financial statements and related notes included in the Company’s most recent Form 10-K as filed with the Securities and Exchange Commission (the “SEC”). The results of operations for periods ended December 31, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

2. Organization

Green Carbon Technologies Corp. (“Company”) was incorporated in the State of Nevada as Global Cooling Technologies Corp, a for-profit company on July 3, 2008 and established a fiscal year end of June 30. It is a development-stage company. On July 26, 2010, the Company filed a Certificate of Amendment to Articles of Incorporation with the State of Nevada and changed its corporate name to Green Carbon Technologies Corp.

3. Accrued interest due to related party

As of December 31, 2010, convertible note due to related party consist of the following:

	Issued date	Maturity	Conversion price	Amount		Debt discount		Accrued interest		Net amount

Convertible Note 1	May 29, 2009	On demand	$0.10	$	-	$	-	$	1,027	$	1,027

Convertible Note 1 for $15,000 was issued on May 29, 2009 to David Rendina, our President, Chief Executive Officer, Secretary, and Chairman of the Board of Directors and, at the time, sole shareholder for cash advanced to the Company. The note is due upon demand by the holder and accrued interest monthly at Twelve Percent (12%) per annum. Mr. Rendina, at his sole discretion, may elect, at any time, to convert all or a portion of the debt together with accrued interest into shares of the Company’s Common Stock at $0.10 per share. The beneficial conversion feature was calculated to be zero at the time of issuance in accordance with Codification topic 470-20. In addition, Mr. Rendina directly paid a $330 Company expense. On April 2, 2010, $16,000 was paid to Mr. Rendina on the convertible demand note. The Company has unpaid accrued interest of $1,027 at December 31, 2010.

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)

As of December 31, 2010

4. Related party transaction

David Rendina has served as President, Chief Executive Officer, and Chairman of the Board of Directors of our Company from July 3, 2008 (inception) to the current date and as Secretary from July 3, 2008 (inception) to November 19, 2009. On July 8, 2008, pursuant to a Stock Subscription Agreement Mr. Rendina agreed to act as our President and Chief Executive Officer for a term of one year beginning July 8, 2008, in exchange for 200,000 shares of the Company’s Common Stock.

On May 29, 2009, the Company executed a convertible note with David Rendina, our President, Chief Executive Officer, Secretary, and Chairman of the Board of Directors and, at the time, sole shareholder, in the amount of $15,000 for cash advanced to the Company. The note is due upon demand by the holder and accrued interest monthly at Twelve Percent (12%) per annum. Mr. Rendina, at his sole discretion, may elect, at any time, to convert all or a portion of the debt together with accrued interest into shares of the Company’s Common Stock at $0.10 per share. The beneficial conversion feature was calculated to be zero at the time of issuance in accordance with Codification topic 470-20. In addition, Mr. Rendina directly paid a $330 Company expense. On April 2, 2010, $16,000 was paid to Mr. Rendina on the convertible demand note. The Company has unpaid accrued interest of $1,027 at December 31, 2010.

On September 15, 2009, pursuant to a Stock Subscription Agreement Mr. Rendina purchased 666,660 shares of the Company’s Common Stock registered under the Company’s Form S-1 for a cash payment of $3,333.

On November 19, 2009, Thomas E. Puzzo was elected Secretary of the Company. Prior to his election, Mr. Puzzo’s company the Law Offices of Thomas E. Puzzo, PLLC (“Puzzo PLLC”) served as the Company’s legal counsel. Puzzo PLLC was paid $2,500 and $2,500 for legal services provided to the Company during November and for the period December 1, 2009 to February 28, 2010, respectively. There are no unpaid fees owed to Puzzo PLLC.

On February 10 and February 23, 2010, pursuant to two Stock Subscription Agreements Legacy Industries Inc. (“Legacy”) purchased 7,200,000 and 3,200,000 shares of the Company’s Common Stock registered under the Company’s Form S-1 for a cash payment of $26,000 and $16,000, respectively. Mr. Rendina is the sole shareholder of Legacy.

As of December 31, 2010, an aggregate of 11,266,660 shares or 57.1% of the Company’s Common Stock is held by Mr. Rendina and Legacy Industries Inc.

On February 14, 2010, Legacy was reimbursed an aggregate of $15,950 for management services ($13,450) and office expenses ($2,500) provided in support of the Company during the period September 8, 2009 to February 14, 2010. Payment to Legacy was contingent on the Company raising an aggregate of $75,000 from the sale the Company’s Common Stock, which was achieved on February 10, 2010. No further payments are due Legacy as of December 31, 2010.

On February 15, 2010, Legacy and their subcontractors completed a study and submitted their final report on a piece property (the “Recomp Site”) identified for potential acquisition by the Company; discussions with the owner are ongoing. Legacy was paid a fixed fee of $10,000 for their services.

Also on February 15, 2010, Legacy and their subcontractors completed a study and submitted their final report on potential intellectual property (“IP”) in support of the Company’s intended business (the “IP Study”). Subsequently, the Company has identified a selection of IP for acquisition and discussions with the IP holders are ongoing. Legacy was paid a fixed fee of $10,000 for their services.

GREEN CARBON TECHNOLOGIES CORP.

(A Development Stage Company)

Notes to Condensed Financial Statements (Unaudited)

As of December 31, 2010

5. Going concern

To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing from our Form S-1 registration statement filed with the SEC and effective on September 8, 2009 (the “Form S-1 Registration Statement”) and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The Company has funded its initial operations by way of loans from Mr. Rendina its President, Chief Executive Officer, and Chairman of the Board of Directors. Mr. Rendina has verbally committed to advancing certain operating costs of the Company if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this understanding with Mr. Rendina.

The Company plans to raise additional funds through debt or equity offerings. The current plan includes the sale of 1,000,000 shares at $0.10 per share based on the Company’s Form S-1 Registration Statement.

There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

6. Capital stock

The Company’s capitalization is 100,000,000 shares of common stock, with a par value of $0.00001 per share, and 25,000,000 shares of preferred stock, with a par value of $0.00001; with 19,719,980 and zero shares issued and outstanding at December 31, 2010, respectively.

On July 26, 2010, the Company filed a Certificate of Change with the State of Nevada to exchange each issued and outstanding share of common stock for twenty shares of common stock in a 20 for 1 forward stock split. There is no change in the number of shares of common stock authorized or stated par value. All share numbers have been retroactively adjusted for all periods presented give effect to the 20 for 1 forward stock split.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the condensed consolidated financial statements of Green Carbon Technologies Corp., a Nevada corporation and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the July 31, 2010 audited financial statements and related notes included in the Company’s most recent Annual Report on Form 10-K (File No. 333-160366), as filed with the Securities and Exchange Commission on October 13, 2010. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements

OVERVIEW

Green Carbon Technologies Corp. (“Company”) was incorporated in the State of Nevada on July 3, 2008 and established a fiscal year end of June 30. It is a development-stage Company.

Going Concern

To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing described in our Form S-1 registration statement filed with and declared effective by the SEC on September 9, 2009 (the “Form S-1 Registration Statement”) and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

The Company plans to raise additional funds through debt or equity offerings. The Company has actively attempted to raise funds by way of a joint project with several operating energy companies, though such efforts have not resulted in any agreement. The Company continues to attempt to enter into a joint project with one company. There is no guarantee that the Company will be able to raise any capital through any debt or equity offerings.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Basis of Presentation

The Company reports revenues and expenses using the accrual method of accounting in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial and tax reporting purposes.

Cash and Cash Equivalent

The Company considers all highly liquid investments purchased with an original maturity of six months or less to be cash equivalents.

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification “ASC 830”, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Basic and Diluted Net Loss Per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.

Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

PLAN OF OPERATION

Our plan of operation for the twelve months following this quarter is to complete the second and third phases of the three phased exploration program on our claim. Phase I of the Company’s development program (technical and economic feasibility studies of potential IP and real property acquisitions) was completed during the fiscal year ended June 30, 2010. Phases II and III require the Company to raise approximately $39,400,000. The Company plans to raise additional funds through debt or equity offerings. The Company has actively attempted to raise funds by way of a joint project with several operating energy companies, though such efforts have not resulted in any agreement. There is no guarantee that the Company will be able to raise any capital through any debt or equity offerings.

Phases II and III of the Company’s development program are as follows:

Phase	Development Program	Cost		Status

Phase II	Complete property purchase agreement, and develop detailed engineering and business operating contracts.	$	8,900,000	Expected to be completed in July 2012

Phase III	Final design and request for proposals from subcontractors and equipment manufacturers. Construction of facility and demonstration of GHG technology	$	30,500,000	Expected to be completed by fall 2013

We will require additional funding to commence Phases II and III of our development program. We cannot provide any assurance that we will be able to raise sufficient funds to commence Phases II and III of our development program.

The above program costs are management’s estimates and the actual project costs may exceed our estimates. To date, we have not commenced activities on Phase II or III.

Results of Operations

We have generated no revenues since inception and have incurred $78,206 in expenses from inception through December 31, 2010. These expenses were comprised of consulting and professional fees, and general and administrative costs. We incurred expenses of $7,722 and $15,193 for the six-month periods ended January 31, 2010 and 2009, respectively. Our net loss since inception (July 3, 2008) through December 31, 2010 was $78,206.

The following table provides selected financial data about our company for the period ended January 31, 2009.

	Balance Sheet Data:	December 31, 2010

	Cash	$21,716
	Total assets	$21,716
	Total liabilities	$2,322
	Shareholders’ equity	$19,394

Liquidity and Capital Resources

At December 31, 2010, we had a cash balance of $21,716. We do not have sufficient cash on hand to commence Phase II of our plan of operation or to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our Phase II of our plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operation, then we will not be able to continue our business, commence Phase II and our business will fail.

Subsequent Events

None through date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of December 31, 2010.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits required by Item 601 of Regulation SK.

Number		Description

3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-160366), as filed with the Securities and Exchange Commission on July 1, 2009.

SIGNATURES

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

	GREEN CARBON TECHNOLOGIES CORP.
	(Name of Registrant)

Date: February 14, 2011	By:	/s/ David Rendina
		Name: David Rendina
		Title: President and Chief Executive Officer, principal financial officer and principal accounting officer

Green Carbon Technologies Corp. 10-Q