UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

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

Date of Report (Date of earliest event reported): November 20, 2009

WOLFE CREEK MINING INC.
(Exact name of registrant as specified in its charter)
 
Delaware 333-149626 32-0218005
(State or Other Jurisdiction of Incorporation)  (Commission File Number)   (I.R.S. Employer Identification Number)
 
114 S. Main Street Suite 201
Fond Du Lac
WI 54935-4229

 (Address of principal executive offices) (zip code)

(209) 881-3523
 (Registrant's telephone number, including area code)

Copies to:
Andrea Cantaneo, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725

15868 SW Kimball Ave.
Lake Oswego, OR
(Former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 1.01 Entry into a Material Definitive Agreement

On November 20, 2009, Wolf Creek Mining, Inc., a Delaware corporation (“Wolfe Creek” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Green EnviroTech Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (the “Subsidiary”) and Green EnviroTech Corp., a Nevada corporation (“Green EnviroTech”).

Pursuant to the Merger Agreement, on November 20, 2009 (the “Closing Date”), the Subsidiary merged with and into Green EnviroTech resulting in Green EnviroTech becoming a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, the Company issued approximately 3,000,004 shares of its common stock (the “Acquisition Shares”) to the shareholders of Green EnviroTech, representing approximately 75% of the issued and outstanding common stock following the closing of the Merger. Pursuant to the Merger Agreement, the outstanding shares of common stock of Green EnviroTech were cancelled.
 
In October 2009, Kristen Paul the owner of 3,000,000 shares of the Company’s common stock sold her shares to Green EnviroTech Corp. which shares are being cancelled.   All share amounts used herein assumes the cancellation of these shares.
 
In connection with the Merger, in addition to the foregoing:
 
(i) Effective on the Closing Date, Kristen Paul resigned as the sole officer and director of the Company and the following executive officers and directors of Green EnviroTech were appointed as executive officers and directors of the Company:
 
Name       Title
Gary M. De Laurentiis 
Andy Kegler  
President, Chief Executive Officer, Chairman
Chief Technology Officer
 
(ii) The Company intends to change its name to Green EnviroTech Corp. or a similar derivation, as soon as practicable.
 
 
Item 2.01 Completion of Acquisition or Disposition of Assets

Information in response to this Item 2.01 is keyed to the Item numbers of Form 10.

Item 1. Description of Business

Effective on the Closing Date, pursuant to the Merger Agreement, Green EnviroTech became a wholly-owned subsidiary of the Company. The acquisition of Green EnviroTech is treated as a reverse acquisition, and the business of Green EnviroTech became the business of the Company. At the time of the reverse acquisition, Wolfe Creek was not engaged in any active business.

References to “Green EnviroTech”, “we”, “us”, “our” and similar words refer to the Company and its wholly-owned subsidiary, Green EnviroTech, unless the context otherwise requires, and prior to the effectiveness of the reverse acquisition, these terms refer to Green EnviroTech.  References to “Wolfe Creek” refer to the Company and its business prior to the reverse acquisition.

Summary

Green EnviroTech is a Nevada corporation formed on October 6, 2008 under the name EnviroPlastics Corporation.  On October 21, 2009, Enviroplastics Corporation changed its name to Green EnviroTech Corp.  Wolfe Creek is a Delaware corporation formed on June 26, 2007.
 
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Green EnviroTech is a plastics recovery, separation, cleaning, and recycling company. We intend to supply recycled commercial plastics to industries such as the automotive and consumer products, and plan to construct large-scale plastics recycling facilities near automotive shredder locations nationwide. Operating with large national metal recycling partners, the Company, using a patent-pending processes developed in conjunction with Thar Process, Inc., and Ergonomy LLC  will produce recycled commercial grade plastics ready to be re-introduced into commerce. In connection with our strategic partners, we will also convert waste and scrap plastic (both from its own processing and from other sources) into high-value energy products, including synthetic oil.

Our executive offices are located at 114 S Main Street, Suite 201, Fond Du Lac, WI 54935 and our telephone number at such address is 209-881-3523.

RISK FACTORS

An investment in the Common Stock involves a high degree of risk. In determining whether to purchase the Common Stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before making a decision to purchase the Company’s securities. An investor should only purchase the Company’s securities if he or she can afford to suffer the loss of his or her entire investment.
 
Risks Related to our Business
 
We are not currently profitable and may never become profitable.

We have a history of losses totaling $274,976 through September 30, 2009 and we expect to incur additional substantial operating losses for the foreseeable future and we may never achieve or maintain profitability.  We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability.  We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our Common Stock and investors would in all likelihood lose their entire investment.

Our independent registered auditors have expressed doubt about our ability to continue as a going concern.

Because we have not generated significant revenue since our inception, our auditors included in their report for the year ended December 31, 2008, an emphasis of matter paragraph in its independent auditors’ report stating that there is significant doubt about the Company’s ability to continue as a going concern.

Our business is difficult to evaluate because we have no operating history and an uncertain future.

We have no operating history upon which you can evaluate our present business and future prospects.  We face risks and uncertainties relating to our ability to implement our business plan successfully.  Our operations are subject to all of the risks inherent in the establishment of a new business enterprise generally.  The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the formation of a new business, the commencement of operations and the competitive environment in which we operate.  If we are unsuccessful in addressing these risks and uncertainties, our business, results of operations, financial condition and prospects will be materially harmed.


We will need significant additional capital, which we may be unable to obtain.

As of September 30, 2009, we had no cash available. We also expect to experience negative cash flow for the forseeable future as we fund our operating losses and capital expenditures.  Accordingly we need significant additional capital to fund our operations. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.  If we are unable to raise substantial capital, investors will lose their entire investment.
 
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If our strategy is unsuccessful, we will not be profitable and our stockholders could lose their investment.

We do not believe there are track records for companies pursuing our strategy, and there is no guarantee that our strategy will be successful or profitable. If our strategy is unsuccessful, we will fail to meet our objectives and not realize the revenues or profits from the business we pursue, which would cause the value of the Company to decrease, thereby potentially causing in all likelihood, our stockholders to lose their investment.

Our business is dependent on a few large suppliers for feedstock and is vulnerable to changes in availability or supply of such feedstock

We intend to derive our feedstock from suppliers who are operating large automotive shredders. Any substantial alteration or termination of our contracts or agreements with those particular suppliers may have a material adverse effect on our revenue as we may be unable to run our operation at capacity without a sufficient source of feedstock.

We rely on several large customers for our product and are vulnerable to dramatic shifts in their industry.

We intend to focus on selling our product to the automotive industry initially, for use in production of new automobiles.  Most of our customers and end users are subject to budgetary and political constraints which may delay or limit purchases of our products, and we will have no control over those decisions.

We may be unable to successfully execute any of our identified business opportunities or other business opportunities that we determine to pursue.
 
We currently have a limited corporate infrastructure. In order to pursue business opportunities, we will need to continue to build our infrastructure and operational capabilities. Our ability to do any of these successfully could be affected by any one or more of the following factors:

·  
 our ability to raise substantial additional capital to fund the implementation of our business plan;
 
·  
our ability to execute our business strategy;
 
·  
the ability of our products and services to achieve market acceptance;
 
·  
our ability to manage the expansion of our operations and any acquisitions we may make, which could result in increased costs, high employee turnover or damage to customer relationships;
 
·  
our ability to attract and retain qualified personnel;
 
·  
our ability to manage our third party relationships effectively; and
 
·  
our ability to accurately predict and respond to the rapid technological changes in our industry and the evolving demands of the markets we serve.
 
Our failure to adequately address any one or more of the above factors could have a significant impact on our ability to implement our business plan and our ability to pursue other opportunities that arise.

If we are unable to manage our intended growth, our prospects for future profitability will be adversely affected.

We intend to aggressively expand our marketing and sales program.  Rapid expansion may strain our managerial, financial and other resources.  If we are unable to manage our growth, our business, operating results and financial condition could be adversely affected.  Our systems, procedures, controls and management resources also may not be adequate to support our future operations.  We will need to continually improve our operational, financial and other internal systems to manage our growth effectively, and any failure to do so may lead to inefficiencies and redundancies, and result in reduced growth prospects and profitability.
 
Our insurance policies may be inadequate in a catastrophic situation and potentially expose us to unrecoverable risks.
 
We will have limited commercial insurance policies.  Any significant claims against us would have a material adverse effect on our business, financial condition and results of operations.  Insurance availability, coverage terms and pricing continue to vary with market conditions.  We endeavor to obtain appropriate insurance coverage for insurable risks that we identify, however, we may fail to correctly anticipate or quantify insurable risks, we may not be able to obtain appropriate insurance coverage, and insurers may not respond as we intend to cover insurable events that may occur.  We have observed rapidly changing conditions in the insurance markets relating to nearly all areas of traditional corporate insurance.  Such conditions have resulted in higher premium costs, higher policy deductibles and lower coverage limits.  For some risks, we may not have or maintain insurance coverage because of cost or availability.
 
We may become liable for damages for violations of environmental laws and regulations.

We are subject to various environmental laws and regulations enacted in the jurisdictions in which we operate which govern the manufacture, importation, handling and disposal of certain materials used in our operations. We are in the process of establishing procedures to address compliance with current environmental laws and regulations and we monitor our practices concerning the handling of environmentally hazardous materials. However, there can be no assurance that our procedures will prevent environmental damage occurring from spills of materials handled by the Company or that such damage has not already occurred. On occasion, substantial liabilities to third parties may be incurred. We may have the benefit of insurance maintained by the Company; however, the Company may become liable for damages against which it cannot adequately insure or against which it may elect not to insure because of high costs or other reasons.
 
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We face intense competition and may not be able to successfully compete.

The Company currently does not have direct competitors in the capacity range we target. However, there can be no assurance that the Company will not have direct competition in the future that such competitors will not substantially increase the resources devoted to the development and marketing of products and services that compete with those of the Company or that new or existing competitors will not enter the market in which the Company is active.

We rely on key personnel and, if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be able to grow effectively

Our success depends in large part upon the abilities and continued service of our executive officers and other key employees, particularly Mr. Gary DeLaurentiis, our Chief Executive Officer and Andrew Kegler, our Chief Technology Officer.  There can be no assurance that we will be able to retain the services of such officers and employees.  Our failure to retain the services of our key personnel could have a material adverse effect on the Company.   In order to support our projected growth, we will be required to effectively recruit, hire, train and retain additional qualified management personnel.  Our inability to attract and retain the necessary personnel could have a material adverse effect on the Company.  We have no “key man” insurance on any of our key employees.

Risks Related to the Common Stock

There is no trading market for the Common Stock.

The Common Stock is eligible for quotation on the Over-the-Counter Bulletin Board. However, to date there has been no trading market for the Common Stock, and we cannot give an assurance that a trading market will develop. The lack of an active, or any, trading market will impair a stockholder’s ability to sell his shares at the time he wishes to sell them or at a price that he considers reasonable.  An inactive market will also impair our ability to raise capital by selling shares of capital stock and will impair our ability to acquire other companies or assets by using common stock as consideration.
 
Stockholders may have difficulty trading and obtaining quotations for our common stock.

Our Common Stock does not trade, and the bid and asked prices for our Common Stock on the Over-the-Counter Bulletin Board may fluctuate widely in the future. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of our Common Stock, and would likely reduce the market price of our Common Stock and hamper our ability to raise additional capital.

The market price of our Common Stock is likely to be highly volatile and subject to wide fluctuations.

Dramatic fluctuations in the price of our Common Stock may make it difficult to sell our Common Stock. The market price of our Common Stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

·  
dilution caused by our issuance of additional shares of common stock and other forms of equity securities, in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;

·  
variations in our quarterly operating results;

·  
announcements that our revenue or income are below or that costs or losses are greater than analysts’ expectations;

·  
the general economic slowdown;

·  
sales of large blocks of our common stock;

·  
announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; and

·  
fluctuations in stock market prices and volumes;

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our Common Stock and/or our results of operations and financial condition.

The ownership of our Common Stock is highly concentrated in our officers.

Based on the 4,0000,004 shares of Common Stock outstanding as of November 1, 2009  Gary DeLaurentiis our Chief Executive Officer and Andrew Kegler  beneficially own approximately 34% of our outstanding Common Stock. As a result, Mr. DeLaurentiis and Mr. Kegler have the ability to exercise control over our business by, among other items, his voting power with respect to the election of directors and all other matters requiring action by stockholders. Such concentration of share ownership may have the effect of discouraging, delaying or preventing, among other items, a change in control of the Company.

Our founders received their shares of our Common Stock at a price of $.01 per share.

Our founders received their shares of our Common Stock at a price of $.01 per share.   The low purchase price for such shares may make it more likely that the shares will be sold at lower trading prices. The sale of such shares into the market could have a depressive effect on the trading price of our Common Stock, if then traded.
 
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The Common Stock will be subject to the “penny stock” rules of the SEC, which may make it more difficult for stockholders to sell the Common Stock.
 
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

·  
that a broker or dealer approve a person's account for transactions in penny stocks; and
·  
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

·  
obtain financial information and investment experience objectives of the person; and
·  
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
 
·  
sets forth the basis on which the broker or dealer made the suitability determination; and
·  
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The regulations applicable to penny stocks may severely affect the market liquidity for the Common Stock and could limit an investor’s ability to sell the Common Stock in the secondary market.

As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward looking statements does not apply to the Company.

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, the Company will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by the Company contained a material misstatement of fact or was misleading in any material respect because of the Company’s failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

The Company has not paid dividends in the past and does not expect to pay dividends for the foreseeable future.  Any return on investment may be limited to the value of the Common Stock.
 
No cash dividends have been paid on the Common Stock. We expect that any income received from operations will be devoted to our future operations and growth. The Company does not expect to pay cash dividends in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as the Company’s board of directors may consider relevant. If the Company does not pay dividends, the Common Stock may be less valuable because a return on an investor’s investment will only occur if the Company’s stock price appreciates.
 
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  FORWARD-LOOKING STATEMENTS
 
Statements in this current report on Form 8-K may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this prospectus, including the risks described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this current report and in other documents which we file with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to our ability to raise any financing which we may require for our operations, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this current report.
 
BUSINESS
 
Overview of Our Business
 
We are a development stage plastics recovery, separation, cleaning, and recycling company. We intend to supply recycled commercial plastics to industries such as the automotive and consumer products industries, and plan to construct large-scale plastics recycling facilities near automotive shredder locations nationwide. Operating with large national metal recycling partners, the Company, using a patent-pending process developed in conjunction with Thar Process, Inc., will produce recycled commercial grade plastics ready to be re-introduced into commerce.  Additionally, with other strategic partners, we will convert waste and scrap plastic (both from its own processing and from other sources) into high-value energy products, including synthetic oil.
 
Each year, millions of tons of automotive shredder residue (“Shredder Residue”) containing reusable and recyclable plastics are unnecessarily disposed of in landfills.  We believe this is because, while national and global demand for recycled plastic has increased dramatically over the past decade, the technology to efficiently and effectively recycle plastic material from this residue stream has lagged behind.   This has resulted in tremendous waste and created a huge unmet market for recycled commercial plastics, creating an opportunity for someone with a cost-effective recovery process.
 
Green EnviroTech now has such a process. We were formed in 2008 under the name  EnviroPlastics Corp. and changed our name in October 2009 to Green EnviroTech Corp. We were formed to capitalize on the growing market to supply recycled commercial plastic to businesses which currently use or want to use recycled plastics in their products, such as the automotive and consumer products industries.  Working with our metal shredder/recycling partners, we intend to utilize our proprietary cleaning technology to take the Shredder Residue headed to landfillstainted with contaminants and convert it into two streams of recyclable material with no remaining trace of contaminants.  Using our process, plastics, rubber, and foam, can be recovered from the shedder waste.  We will use our proprietary technology to process the plastic stream, removing the contaminants and creating recycled commercial plastic material ready to be re-introduced into commerce.
 
Our plastic recovery process is both highly cost effective and efficient, and it dramatically reduces the amount of Shredder Residue going to landfills. Our process is environmentally responsible on multiple levels, and it will assist our customers in reducing their carbon footprint by allowing them to utilize a greater percentage of recycled material in their products.
 
The recovered plastics by us will be our main source of revenue.  Automotive parts manufacturers are our primary target market.  However, the use of our recycled materials isn’t limited to automotive parts.  Numerous other durable goods manufacturers utilize plastics, and recycled plastic will work in many applications. As a result,  we believe there is significant demand in both domestic and international markets for these materials, and we have identified multiple targets for our output stream of recycled material, beginning with a large multi-national supplier to the automotive industry worldwide.  We believe that our customers will be able to utilize a larger percentage of highly cost-effective recycled plastic in the manufacturing process of their products and create dramatic savings over the cost of using only virgin plastic (tied to the cost of petroleum).
 
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Automotive Parts---Our Largest Market Prospect
 
The automotive industry uses plastic for its durability, corrosion resistance, ease of coloring and finishing, resiliency, cost, energy efficiency, and lightweight characteristics. Utilizing lightweight manufacturing products translates directly into improved fuel usage experience and lowered costs to the consumer as well as lower costs to the manufacturer. And, the use of plastics in car bodies, along with improvements in coating technology, contribute to automobiles lasting much longer than vehicles did before the widespread use of plastics in fender liners, quarter panels, and other body parts. 
 
According to the U.S. Department of Labor, despite news of plant closures and unemployed autoworkers, the motor vehicle and parts manufacturing industry continues to be one of the largest employers in the country and a major contributor to the US economy.
 
In 2006, approximately 9200 establishments manufactured motor vehicles and motor vehicle parts. From small parts plants with a few workers to huge assembly plants that employ thousands, the largest sector of this industry is motor vehicle parts manufacturing. That industry includes electrical and electronic equipment; engines and transmissions; brake systems; seating and interior trim; steering and suspension components; air-conditioners; and motor vehicle stampings, such as fenders, tops, body parts, trim, and molding.  Plastics are a large and growing part of many of these products.
 
In 2001, Chrysler Motors created the “Care Car II” program to demonstrate the usage of recycled plastics in automotive design, manufacturing and materials certification.  It was thought that use of recycled plastic in vehicles would reduce costs (from the cost of virgin plastic), reduce the carbon foot print ‘created’ in production, and improve the life cycle analysis results on each vehicle.
  The key objectives of the program were to:
 
1.   Obtain recycled plastics;
2.   Work with the supplier base responsible for the production molding of many parts and components;
3.   Allow suppliers to manufacture these parts using recycled plastics, and process them using the same procedures used in manufacturing parts from virgin plastic; and
4.   Demonstrate recovery technology that made plastic recycling more cost effective.
 
To demonstrate the Care Car Program, plastics were recovered from shredder residue including PP/PE, ABS, PUR (defined below), as well as foam and rubber. These materials were then used to create over150 pounds of recycled plastic that could replace virgin plastics in a new vehicle.  The program vehicles’ parts (molded from recycled plastics) were then subjected to accelerated durability testing and met all Chrysler’s performance and material specifications. The vehicles were subsequently shown at the following technical and public events in 2002:
 
·   New York Auto Show;
·   Paris Auto Show;
·   GPEC International Plastics Convention, Detroit, MI;
·   Automotive Reporters Review, New York City, NY;
·   Washington DC (Received Environmental Award for the Year);
·   Senior Management- DaimlerChrysler, Auburn Hills MI. and Stuttgart Germany;
·   Ford Motor Company, GM, Mercedes and Porsche;
 
This demonstration program received numerous write-ups in technical magazines, SAE Papers, newspapers and proved that substantial cost savings were available to automotive manufacturers through the use of recycled plastic material. It was determined that 100-150 pounds of recycled plastic could be implemented into automotive plastics components for both the interior and exterior parts of new vehicles.  However, at the time (2001), the necessary production, recovery, and cleaning technologies (removal of PCB’s) for recycling plastics from waste were lacking, thus making large-scale operations unfeasible.
 
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That was then.  Today, our cleaning technologies can provide a viable stream of recycled plastics into commerce.  We intend to take advantage of the increasing market for recycled goods (starting with automotive parts), and to assist companies facing growing mandates to utilize recyclable material in their products.  With our strategic partners, we will focus on industries faced with rising material costs and searching for ways to apply and introduce “green” technology and materials to their products.  Our technology will allow these industries to reduce manufacturing costs and decrease the carbon footprint of their products.
 
Ironically, the automotive industry will supply the Shredder Residue used by PCT to create commercially recycled plastics from the shredding of old vehicles.  Currently, about 15,000,000 automobiles get shredded every year in the US alone.   Accordingly, to the Institute for Scrap Recycling Industries (ISRI) and US Car data, each vehicle contains roughly 300 pounds of plastics (recyclable potential: 4.5  billon pounds per year) that can be recycled by our process.  Therefore,  we create a virtuous circle of recycling: Shredder Residue from old vehicles creating recycled plastics then sold to major automotive manufacturers for use in new vehicles.
 
The Green EnviroTech “Plastistract™” Separation Process
 
Our recycling process begins by receiving Shredder Residue generated by metal recycling companies. The Shredder Residue is separated into four (4) distinct streams of material:  plastics, foam, rubber, and waste. The automated separation of shredder residue is a mechanical process developed by one of our strategic partners (and a shareholder) Central Manufacturing in Groveland, IL.
 
Once the plastics are separated from the shredder residue, they are ground into inch long pieces and the cleaning process starts.  With our patent pending, proprietary technology, we then remove any contaminants from the plastics stream using a single step process consisting of a combination of two liquefied gases under pressure. This innovative cleaning system is effective and extremely cost efficient.
 
 Plastic resin which has been surface contaminated is submerged in a liquefied gas mixture.  The gas mixture works to remove the contaminants in a unique way.  A propane component of the mixture dissolves the heavy "oils" and "waxes" because of its high solvent capability.  A carbon dioxide component provides light oil removal, a small molecule to reach deep into the material, and a safety blanket for the propane.  Throughout the system, the plastic resin is contacted with the gas or liquid stream of the mixture and agitated to ensure complete removal of the contaminants.  The liquid mixture is then distilled for reuse while the contaminants are safely collected.  We have termed the entire process “Plastistract™,” an illustration of which is provided on the following page.
 
 
 
 
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              Once cleaned, the plastic stream is then separated into three (3) separate streams using sink float technology. The separated streams are then sent through a metal detector and are ready for market—either packaged, or sent into a rail car or bulk truck ready for use by our compounding partner. The three (3) output streams offered for sale will include a PP/PE mix, an ABS / HIPS mix, and mixed plastics.   Rubber and foam waste streams will be disposed of, and any plastic waste will be utilized in the P2Ffuel conversion process wherever possible.

We plan to combine our proprietary technology and the experience of our management team to further streamline and improve this process over time. Our on-going research and development efforts will be focused on continually improving the characteristics and quality of the recycled plastics, thus allowing our customers to use increased percentages of recycled material in their end products. We plan to provide plastics parts manufacturing industries with increasing cost savings, production efficiencies, and environmentally friendly methods, which will allow them to integrate commercially recycled plastics into the production of new products too.

Compounding After Cleaning and Separation

The Modern Plastics Encyclopedia (1995) defines “plastics compounding” as: the incorporation of additional ingredients to base plastic types needed for processing to create optimal properties in the finished material. These ingredients may include additives to improve a polymer's physical properties, stability or process-ability.

Compounding is usually required for recycled materials for the following reasons:

1.  
It allows virgin materials to be mixed with recycled materials to meet material specifications for performance and recycled material content (minimum: 25%) targets;
2.  
It allows additives to be compounded into the recycled material to meet target  application requirements;
3.  
Recycled materials are typically ground from parts that produce flakes. The compounding process turns them into pellets that can be more easily handled by traditional plastics processing equipment; and
4.  
It provides a very important homogenization step. Recycled materials are usually a mix of many different grades of the same basic material. Even though the materials might be from the same family, differences in molecular weight, copolymer ratios, etc. can lead to a mixed material having poor homogeneity. The intensive physical mixing in a molten polymer that is achieved during extrusion can homogenize different grades of materials.

Chemical Resources, Inc. of Chesapeake, VA., will provide compounding services for us and our end-user customers.  They have a facility within ten (10) miles of a projected Company plant location, and have easy access to multiple modes of transportation including truck, rail, and ship on the site.

Facilities Locations Reduce Transportation Costs
 
We will keep our own production costs to a minimum by locating our  recycling facilities in close proximity to metal shredders, and thus our shredder residue source material.  Over thirty (30) potential sites nationally (and one hundred forty (140) sites internationally) have been identified with the assistance of one of our strategic partners, Sadoff & Rudoy Metals. Additionally, we project to have one facility on the same site as our plastics compounding partner, which will dramatically reduce our shipping costs and (necessary) price mark-ups to end user customers.  At these sites, we intend to build or lease its facilities to minimize transportation costs, to potentially reduce land and plant costs, and to help create and foster relationships with our various partners’ industries.  This location strategy will continually benefit both our suppliers and customers.
 
Facilities Development Plan
 
Due to their proximity to both major shredder residue supply and our compounding partner, we are likely to construct our first recycling facility in Oshkosh WI.
 
Strategic Partners and Business Synergies
 
We have identified and are working with a large number of businesses that will act as key strategic partners in this operation.  Additionally, we are in discussions with a large, international logistics company for providing us with transportation services and operating facilities and with a plastics compounder (Chemical Resources, Inc.) who may convert our recycled materials into a recycle/virgin plastic “compound” to be used in end product manufacture.   We are working on a joint-venture relationship  which will allow us to convert “mixed ” plastic  to synthetic fuel.
 
10
 
We believe that our strategic partners will play an integral role in supplying us with source material, logistics, co-production of materials, and sales.  We believe that our transportation partner will increase hauling volume and get facilities leases; our compounding partner gets new business volume; and our fuels conversion partner will get a steady, lower-cost source of feedstock.
 
Sales and Marketing
 
While we intend to focus our initial sales and marketing efforts on the automotive parts manufacturing business, we also expect to begin approaching multiple durable goods (appliance) manufacturers in year one as well. Our efforts will include direct sales to auto and durable goods companies, as well as to various parts suppliers.
 
Product Focus

Keys to Recycled Plastics Sales include having products that are:

·  
Free of substances of concern
·  
Lower Cost (than virgin)
·  
Green/environmentally responsible
·  
Able to provide Improved Life Cycle Analysis
·  
Able to Reduced Carbon Foot Print in manufacturing process
·  
Offered in large production volumes
·  
Able to meet Quality Control Standards

Potential Customers :

Our potential customers include automotive parts suppliers and car manufactures.

Other Markets--Opportunities

Durable Goods Plastics

Manufactured items with a useful life of more than three (3) years, including automobiles, appliances, computers, etc., are called durable goods. Plastics can reduce energy consumption for all of these industries, providing a substantial saving in production costs.

Manufacturers of durable goods choose plastics for other reasons as well. Appliance manufacturers use plastics because of their ease of fabrication, wide range of design potential, and thermal, electrical, and acoustic insulation.  Plastic insulation in refrigerators and freezers helps reduce operations costs to the consumer.  Plastics characteristics can significantly reduce production and use energy consumption and greenhouse gas generation, thus creating an environmentally friendly (“green”) marketing opportunity.  In major household appliances, plastic parts can increase product life of some appliances by as much as sixty seven percent (67%), and the possible applications for injection molded plastic parts are virtually unlimited.  For example:

1)  
Use of durable, inexpensive plastic parts in refrigerators, freezers and air conditioners helps control costs;
 
2)  
Injection molded plastic parts have improved efficiency of major appliances by more than 30 percent since the early 1970’s; and
 
3)  
Injection molded plastic components help appliances resist corrosion.
 
11

 
Some examples of white goods products/parts using plastic and/or recycled plastic:
 
Washing Machine / Dryers
Refrigerators
Agitators
Ice Trays
Knobs
Ice Makers
Switches
Shelves
Gears
Drawers
Lint Filters
Handles
   
Dishwashers
Air Conditioners
Baskets
Vents
Dish racks
Knobs/Switches
Rollers
Panels
Panels
Fan Blades
Door Seals
Blower Wheels
Water Tubes / Inlets
 
Valves
 
   
Refrigerators
Microwave Ovens
Ice Trays
Handles
Ice Makers
Trays
Shelves
Switches
Drawers  
 
 
In light of the above, the appliance industry also represents a potential market for us.

In addition the markets for off road vehicles, garden tools, including lawn mowers .

In addition we have potential markets in Asia.
 
Competition
 
Given the substantial size and scope of the plastics industry worldwide, and the commoditized nature of many of its “sub-markets” we recognize that we will be operating in a volatile, and highly competitive international environment consisting of large and small petroleum, chemical, and compounding companies.  
 
Employees
 
As of the date of the filing of this report, we have four  employees who are full-time, two of  which are executive officers. We consider our employee relations to be good.
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
12

Plan of Operation
 
We are a development stage company.  Since our formation, we have concentrated on developing our business strategy and obtaining financing.  We are a plastics recovery, separation, cleaning, and recycling company. We intend to supply recycled commercial plastics to industries such as the automotive and consumer products industries, and plan to construct large-scale plastics recycling facilities near automotive shredder locations nationwide. Operating with large national metal recycling partners, the Company, using a patent-pending process developed in conjunction with Ergonomy LLC and Thar Process, Inc., will produce recycled plastics ready to be re-introduced into commerce.  Additionally, with other strategic partners, we will convert waste and scrap plastic (both from its own processing and from other sources) into high-value energy products, including synthetic oil.
 
During the next twelve months, the Company expects to build an approximately 100,000 square foot plant in Oshkosh, WI. Provided funding is received the company will be able to break ground in March and start to install equipment in June 2010.  The company has been negotiating to have a contractor build to suit the plant. The site has rail access that will allow the Company to ship its finished product to a compounding plant in Chesapeake, VA or local compounders to be processed..  The plant will operate 24 hours a day 7 days a week, and process approximately 100,000 tons of Shredder Residue per year.

The financial positions of Wolfe Creek Mining, Inc. and Green EnviroTech Corp. as of September 30, 2009 are reflected in the Unaudited Pro Forma Consolidated Balance Sheets. The cash and liabilities as shown are a result of cash injected into the companies by their directors as a purchase of stock or loan by a director to the company. The cash was used for operations of the companies during their development stages.

Results of Operations:

Green EnviroTech Corp. since inception on October 6, 2008 has expended its financial resources toward the completion of its development stage and to procure funding for its first plant of operation in Oshkosh, Wisconsin.  Negotiations for the purchase of equipment needed in the plant as well as the engineering and design of the plant have been ongoing.   Thus, the company’s financial resources have been used for travel, professional services in the form of engineering, design, legal and accounting.  The general and administrative expenses as reflected in the December 31, 2008 financials in the amount of $96,877 and as reflected in the September 30, 2009 financials in the amount of $ 178,041 show the amounts expended for these purposes. Green EnviroTech Corp on September 30, 2009 had a balance of cash in the bank in the amount of $17,761 and had accounts payable to vendors in the amount of $38,212.  The balance due to related parties is the balance of the loan to the company in the amount of $166,290 by its president and chief executive officer, Mr. Gary DeLaurentiis.  The equity of the company is further explained in the notes to the Pro Froma Financial Statements. From October 6, 2008 (inception) through December 31, 2008, we did not generate any revenue.
 
13

 
Consulting services and general administrative expenses from October 6, 2008 (inception) through December 31, 2008 were $96,877.

The Company had non operating expenses of $58 from October 6, 2008 (inception) through December 31, 2008.

As a result of the above, the Company had a net loss of $96,935 from October 6, 2008 (inception) through December 31, 2008


Off-Balance Sheet Arrangements

None.
 
Item 3.  Properties

Our principal executive offices are located at 14699 Holman Mtn Rd Jamestown CA 95327

Item 4.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of November 1, 2009 with respect to the beneficial ownership of the outstanding Common Stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.
 
 
Name of Beneficial Owner (1)
 
Common Stock
Beneficially Owned
   
Percentage of
Common Stock (2)
 
Directors and Officers:
           
Gary M. DeLaurentiis
    1,020,000       25.49 %
Andy Kegler
    359,890       9 %
                 
All officers and directors as a group ( 2  persons)
               
Beneficial owners of more than 5%:
    1,379,890        34.49 % 
                 
Lalit Chordia(3)
    471,807       12 %
Jeff Chartier(4)
    299,700       7.49 %
                 
                 

* Less than 1%

(1)  
Except as otherwise indicated, the address of each beneficial owner is 114 S Main Street Suite 201.  
(2)  
Applicable percentage ownership is based on 4,000,004 shares of Common Stock outstanding as of November 1, 2009  together with securities exercisable or convertible into shares of Common Stock within 60 days of November 1, 2009 for each stockholder.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Options or Warrants to purchase shares of Common Stock that are currently exercisable or exercisable within 60 days of November 1, 2009 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3)  
The address for Lalit Chordia is 730, William Pitt Way, Pittsburg PA.
(4)  
The address for Jeff Chartier is 227 Mott Street, New York, New York, 10012.

14
 
Item 5. Directors and Executive Officers

 
Below are the names and certain information regarding the Company’s executive officers and directors following the acquisition of Green EnviroTech.

Name
Age
Position
Gary M. DeLaurentiis
65
Chief Executive Officer and Chairman
Andy Kegler
44
Chief Technology Officer and Director

Directors serve until the next annual meeting of stockholders or until their successors are elected and qualified.  Officers serve at the discretion of the board of directors.

Gary M. De Laurentiis, Chairman and Chief Executive Officer
 
Mr. De Laurentiis, 65, Mr. DeLaurentiis has been our Chief Executive Officer since July 2009.  Prior to that he served as our Chief Operating Officer from September 2008 until July 2009.  Mr. DeLaurentiis has been active in the plastics recycling business for nearly 20 years. In partnership with the Chinese government, he designed and built his first plastics recycling plant in 1987. In the years since, he has designed, remodeled, built and operated plants in Mexico, North Carolina, Ohio, Florida, California and Canada for both local governments and private industries. From 1992 to 1995, Mr. De Laurentiis worked directly with the state government in Campeche Mexico, living on-site for eighteen (18) months while directing the entire project. In 1996, an Ohio based group recruited Mr. De Laurentiis to open a shuttered recycling plant. Mr. De Laurentiis left the company in 1999 to start ECO2 Plastics Inc. Left Eco2 Plastics in September 2008 to start Green EnviroTech
 
Andrew Kegler , Chief Technology Officer and Director

Mr. Kegler, 44, has been our Chief Technology Officer and a Director since 2008. He holds multiple patents/patents pending for  chemical and mechanical equipment design; has long been involved in process and project management; and has design experience in rotating machinery, sheet metal, pressure vessels, pneumatics, hydraulics, PLC and electronics, thermodynamics, fluid mechanics, and plastic injection molded parts.  He led teams at American Dryer Corp. & Alliance Laundry Systems, LLC (Speed Queen) in developing first commercially introduced CO 2 dry cleaning machines. Mr. Kegler is currently a consultant & designer of CO 2 cleaning machines across multiple other industries, including plastics and food processing.  He has a demonstrated history of leadership with diverse groups of technical personnel, and supervisory experience with engineering teams and union labor. Mr. Kegler’s knowledge of company structures with regard to technical business decisions, creative approaches to problem solving and his experience in new product development, budgeting and production validation make him an invaluable member of any technical team. In 1986, Mr. Kegler earned a Bachelor of Science degree in Mechanical Engineering Roger Williams University.
 
Item 6. Executive Compensation

The following table sets forth all compensation paid in respect of our Chief Executive Officer and those executive officers who received compensation in excess of $100,000 per year for the period from October 6, 2008 (date of inception) to December 31, 2008. No executive officer of the Company received compensation in excess of $100,000 per year for the period from October 6, 2008 (date of inception) to December 31, 2008.
 
15

SUMMARY COMPENSATION TABLE

 
                                       
 
 
 
 
Name & Principal
Position
 
 
 
 
 
 
 
Year
 
 
 
 
 
 
 
 
Salary ($)
 
 
 
 
 
 
 
Bonus ($)
 
 
 
 
 
 
Stock
Awards ($)
 
 
 
 
 
 
Option
Awards ($)
 
 
 
 
 
Non-Equity
Incentive Plan
Compensation ($)
 
Change in Pension
Value and Non-
Qualified
Deferred
Compensation
Earnings ($)
 
 
 
 
 
All
Other
Compensation ($)
 
 
 
 
 
 
 
Total ($)
 
                                       
                                       
Gary DeLaurentiis
 
2008
   
0                          
0
 
Chief Executive Officer and Chairman
 
 
                                 

Employment Agreements

We currently have no formal employment or consulting agreements with our executive officers.

Director Compensation

No director of Green EnviroTech Corp. received any compensation for services as director for the year ended December 31, 2008.

Item 7. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

Gary DeLaurentiis has provided Green EnviroTech with an unsecured line of credit of up to $200,000. Interest on the line of credit is 4% per annum. As of June 30, 2009, Mr. DeLaurentiss has loaned the Company $30,790 pursuant to the line of credit and there is interest due of $409.
 
Director Independence

Our sole director is not independent as that term is defined under the Nasdaq Marketplace Rules.

Item 8.  Legal Proceedings

We are not party to any legal proceedings.

Item 9.  Market Price of and Dividends on Common Equity and Related Stockholder Matters

The Common Stock is eligible for quotation on the Over-the-Counter Bulletin Board under the symbol “WCRM.OB”.  As of the date of the filing of this report, there has been no trading in the Common Stock.

As of November 1, 2009, there were approximately 26 holders of record of the Common Stock.
 
Dividends

The Company has never declared or paid any cash dividends on its Common Stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.
 
16

 
Securities Authorized for Issuance Under Equity Compensation Plans

The Company has not adopted any equity compensation plan as of December 31, 2009.

Item 10. Recent Sales of Unregistered Securities

See Item 3.02.

Item 11 Description of Securities
 
The Company’s authorized capital stock consists of 75,000,000 shares of Common Stock at a par value of $0.001 per share and 25,000,000 authorized preferred shares.   As of November 1, 2009, there were 4,000,004 shares of common shares of the Company’s Common Stock issued and outstanding held by 26 stockholders of record.

The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

PREFERRED STOCK

Our Certificate of Incorporation authorizes the issuance of 25,000,000 shares of preferred stock, .001 par value per share. No preferred shares have been issued.
 
Item 12.  Indemnification of Directors and Officers
 
Wolfe Creek’s By-Laws allow for the indemnification of the officers and directors in regard to their carrying out the duties of their offices. The board of directors will make determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he/she has met the applicable standard of conduct set forth in the Delaware General Corporation Law.

As to indemnification for liabilities arising under the Securities Act of 1933for directors, officers or persons controlling Wolfe Creek Mining, Inc., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.

Item 13.  Financial Statements and Supplementary Data

With regard to Wolfe Creek’s financial statements, reference is made to the filings with the SEC made by Wolfe Creek Mining on Form 10-K on February 9, 2009, and Form 10-Q on August 6, 2009.

The financial statements of Green EnviroTech Corp.   begin on Page F-1 to this Form 8-K.
 
17

 
Item 14.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 3.02 Unregistered Sales of Equity Securities.

On October 15, 2007 Wolfe Creek issued a total of 3,000,000 shares of common stock to Kristen Paul, Wolfe Creek’s sole officer and director, for cash at $0.005 per share for a total of $15,000. These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933 for transactions not involving a public offering. These securities bear a restrictive legend and were issued to an accredited investor.

On November   2009, pursuant to the Merger Agreement, the Company issued 3,000,004 shares of common stock of the Company to the shareholders of Green EnviroTech. Pursuant to the Merger Agreement, the outstanding shares of common stock of Green EnviroTech were cancelled.

In connection with the foregoing, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933.

At inception in October 2008, Green EnviroTech issued 8,823,529 shares of common stock to its founders for $30,000 in cash and services valued at $58,235.

In connection with the foregoing, Green Envirotech relied upon the exemption from securities registration afforded by Section 4(2) of the Securities Act for transactions not involving a public offering. No advertising or general solicitation was employed in offering the securities. Transfer was restricted by Green EnviroTech in accordance with the requirements of the Securities Act.
 
Item 5.01  Changes in Control of Registrant.

See Item 2.01.

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

See Item 1.01.


Item 5.06  Change in Shell Company Status.

See Item 1.01.


Item 9.01  Financial Statements and Exhibits.

(a)  Financial statements of Green EnviroTech Corp. . See Page F-1.

(b) Pro forma financial information. See Exhibit 99.1.

(c) Shell Company Transactions. See (a) and (b) of this Item 9.01.

(d) Exhibits

Exhibit Number
 
Description
99.1
 
Agreement and Plan of Merger, dated November  20, 2009, among Wolfe Creek Mining, Inc.  Green EnviroTech Corp. and Green EnviroTech Acquisition Corp.
     
99.2     Proforma financial information 
 
18
 
 
SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  WOLFE CREEK MINING, INC.  
       
Dated: November  25, 2009        
By:
/s/ Gary M. De Laurentiis  
   
Name: Gary M. De Laurentiis
Title: Chief Executive Officer
 
     
       

19
 
 
 
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS

 
 
Financial Statements:
 
Report of Independent Registered Public Accounting Firm  F-2
 
 
Balance Sheet as of September 30, 2009 (unaudited) and December 31, 2008
F-3
 
 
Statements of Operations For the Nine Months Ended September 30, 2009 and Period October 6, 2008 (Inception) through September 30, 2009 (unaudited)
F-4
 
 
Statements of Changes in Stockholders’ Equity (Deficit) For the Nine Months Ended September 30, 2009 (unaudited) and Period October 6, 2008 (Inception) through September 30, 2009
F-5
 
 
Statements of Cash Flows For the Nine Months Ended September 30, 2009 and Period October 6, 2008 (Inception) through September 30, 2009 (unaudited)
F-6
 
 
Notes to Financial Statements
F-7

 
F-1

Report of Independent Registered Public Accounting Firm
 
 
 

To the Directors of
Green EnviroTech Corp.
(formerly EnviroPlastics Corporation)

We have reviewed the accompanying balance sheet of Green EnviroTech Corp. (formerly EnviroPlastics Corporation) (the "Company") (a development stage company) as of September 30, 2009, and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the nine months ended September 30, 2009 as well as the period October 6, 2008 (inception) through September 30, 2009 for the statements of operations, stockholders’ equity (deficit) and cash flows. These interim financial statements are the responsibility of the Company's management.

We conducted the reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.   As discussed in Note 1 to the financial statements, the Company has sustained operating losses and capital deficits that raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/KBL, LLP

New York, NY
November 13, 2009
 
 
F-2
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
SEPTEMBER 30, 2009 (UNAUDITED) AND DECEMBER 31, 2008
 
 
   
September 30,
   
December 31,
 
   
2009
   
2008
 
ASSETS
 
(unaudited)
       
             
             
CURRENT ASSETS
           
   Cash
  $ 17,761     $ -  
  Total current assets     17,761       -  
                 
                 
 
               
TOTAL ASSETS
  $ 17,761     $ -  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
   Accounts payable and accrued expenses
  $ 38,212     $ 58  
   Loan payable - related party
    166,290       8,642  
  Total current liabilities     204,502       8,700  
                 
TOTAL LIABILITIES
    204,502       8,700  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
   Preferred stock, $0.001 par value, 100,000,000 shares authorized,
               
      0 shares issued and outstanding
    -       -  
   Common stock, $0.001 par value, 500,000,000 shares authorized,
               
      8,823,529 shares issued and outstanding
    8,824       8,824  
   Additional paid in capital
    79,411       79,411  
   Deficit accumulated during the development stage
    (274,976 )     (96,935 )
  Total stockholders' equity (deficit)     (186,741 )     (8,700 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ 17,761     $ -  
                 
                 
The accompanying notes are an integral part of these financial statements.
         
 
 
 
F-3
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
  STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND
FOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
 
 
         
OCTOBER 6,
 
           2008  
   
NINE MONTHS
   
(INCEPTION)
 
   
ENDED
   
THROUGH
 
   
SEPTEMBER 30, 2009
   
SEPTEMBER 30, 2009
 
             
REVENUE
  $ -     $ -  
                 
COST OF REVENUES
    -       -  
                 
GROSS PROFIT
    -       -  
                 
OPERATING EXPENSES
               
    Professional fees and consulting services
    120,233       178,468  
    General and administrative
    56,674       95,316  
Total operating expenses
    176,907       273,784  
                 
NON-OPERATING EXPENSES
               
    Interest expense
    1,134       1,192  
Total non-operating expenses
    1,134       1,192  
                 
NET (LOSS)
  $ (178,041 )   $ (274,976 )
                 
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    8,823,529       8,823,529  
                 
NET (LOSS) PER SHARE
  $ (0.02 )   $ (0.03 )
                 
                 
                 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
F-4
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
FOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
 
                                 
Deficit
       
                                 
Accumulated
       
                           
Additional
   
During the
       
   
Preferred Stock
   
Common Stock
   
Paid-In
   
Development
       
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                                           
Balance - October 6, 2008
    -     $ -       -     $ -     $ -     $ -     $ -  
                                                         
Common shares issued to founders for cash
    -       -       3,000,000       3,000       27,000       -       30,000  
                                                         
Common shares issued to founders for services
    -       -       5,823,529       5,824       52,411       -       58,235  
                                                         
Net loss for the period
    -       -       -       -       -       (96,935 )     (96,935 )
                                                         
Balance - December 31, 2008
    -       -       8,823,529       8,824       79,411       (96,935 )     (8,700 )
                                                         
Net loss for the period
    -       -       -       -       -       (178,041 )     (178,041 )
                                                         
Balance - September 30, 2009
    -     $ -       8,823,529     $ 8,824     $ 79,411     $ (274,976 )   $ (186,741 )
                                                         
                                                         
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
F-5
 
GREEN ENVIROTECH CORPORATION
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
FOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH SEPTEMBER 30, 2009
(UNAUDITED)
 
 
         
OCTOBER 6,
 
           2008  
   
NINE MONTHS
   
(INCEPTION)
 
   
ENDED
   
THROUGH
 
   
SEPTEMBER 30, 2009
   
SEPTEMBER 30, 2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
   Net (loss)
  $ (178,041 )   $ (274,976 )
                 
Adjustments to reconcile net (loss)
               
  to net cash used in operating activities:
               
     Common stock issued for services
    -       58,235  
                 
Change in assets and liabilities
               
    Increase in accounts payable and accrued expenses
    38,154       38,212  
          Total adjustments
    38,154       96,447  
          Net cash (used in) operating activities
    (139,887 )     (178,529 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
   Issuance of stock for cash
    -       30,000  
   Proceeds received from loan payable - related party
    157,648       166,290  
          Net cash provided by financing activities
    157,648       196,290  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    17,761       17,761  
 
               
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    -       -  
 
               
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ 17,761     $ 17,761  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
               
  Cash paid during the period for:
               
     Interest
  $ -     $ -  
                 
NON-CASH SUPPLEMENTAL INFORMATION:
               
  Stock issued for services
  $ -     $ 58,235  
                 
                 
                 
The accompanying notes are an integral part of these financial statements.
         
 
 
 
F-6
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)

 
NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
On October 6, 2008, EnviroPlastics Corporation (the “Company”) was incorporated in the State of Nevada.
 
The Company is a plastics recovery, separation, cleaning, and recycling company, with the intent to supply recycled commercial plastics to industries such as the automotive and consumer products industries, and it plans to construct large-scale plastics recycling facilities near automotive shredder locations nationwide. Operating in conjunction with large national recycling partners, the Company using a patent pending process developed in conjunction with Thar Process, Inc. will produce recycled commercial grade plastics ready to be re-introduced into commerce. Additionally, the Company will convert waste and scrap plastic into high-value energy products, including synthetic oil.
 
On September 22, 2009, the Company changed its name to Green EnviroTech Corp.
 
Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.
 
Going Concern
 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has generated losses totaling $274,976 through September 30, 2009, and needs to raise additional funds to carry out their business plan.
 
 
F-7
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
 
NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
Going Concern (Continued)
 
The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, and the ability of the Company to obtain necessary equity financing to continue operations.
 
The Company has had very little operating history to date. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.
 
Besides generating revenues from proposed operations, the Company may need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of equity that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company’s officers and directors may need to contribute funds to sustain operations.
 

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915, “ Accounting and Reporting by Development Stage Enterprises ”. The Company has devoted substantially all of its efforts to the corporate formation and the raising of capital.

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
 
The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.
 
 
F-8
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Fixed Assets
 
Although the Company does not have any fixed assets at this point, any fixed assets acquired in the future will be stated at cost, less accumulated depreciation. Depreciation will be provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred.
 
Recoverability of Long-Lived Assets
 
Although the Company does not have any long-lived assets at this point, for any long-lived assets acquired in the future the Company will review their recoverability on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.
 
Fair Value of Financial Instruments
 
The carrying amount reported in the balance sheet for cash and cash equivalents, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments.
 
Income Taxes
 
The Company accounts for income taxes utilizing the liability method of accounting.  Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
 
F-9
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Revenue Recognition

The Company will generate revenue from sales as follows:
 
1)  
Persuasive evidence of an arrangement exists;
2)  
Delivery has occurred or services have been rendered;
3)  
The seller’s price to the buyer is fixed or determinable, and
4)  
Collectable is reasonably assured.

 
The Company anticipates that the plastics that are recovered will be their main source of revenue, with the automotive parts manufacturers being the primary market. However, the use of the Company’s recycled materials is not limited to just automotive parts, therefore the Company will market numerous other industries both domestically and internationally.
 
In addition, the Company believes that they will generate revenue from joint ventures with companies in the waste oil and waste plastics recycling businesses, including royalties generated by the sale of synthetic oil products developed by the joint venture partners.
 

(Loss) Per Share of Common Stock

Basic net loss per common share is computed using the weighted average number of common shares outstanding.  Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.  Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS:


F-10

GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
(Loss) Per Share of Common Stock (Continued)

   
September 30,
 
   
2009
 
       
Net loss
  $ (178,041 )
         
Weighted-average common shares
       
   outstanding (Basic)
    8,823,529  
         
Weighted-average common stock
       
Equivalents
       
     Stock options
    -  
     Warrants
    -  
         
Weighted-average common shares
       
   outstanding (Diluted)
    8,823,529  
 
Uncertainty in Income Taxes
 
The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and has determined that as of September 30, 2009, no additional accrual for income taxes is necessary.
 
 
F-11
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards
 
In September 2006, ASC issued 820, Fair Value Measurements . ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of ASC 820 is not expected to have a material impact on the financial statements.
 
In February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of ASC 320-10 , (“ASC 825-10”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.
 
In December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements . ASC 810-10-65 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.

ASC 810-10-65 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of ASC 810-10-65 will have on the Company’s financial position, results of operations or cash flows.

In December 2007, the Company adopted ASC 805, Business Combinations (“ASC 805”). ASC 805 retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  ASC 805 will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  ASC 805 will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.  

 
F-12
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards (Continued)
 
ASC 805 will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, ASC 805 will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted and the ASC is to be applied prospectively only.  Upon adoption of this ASC, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed.  The adoption of ASC 805 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In March 2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging Activities ”, (“ASC 815”). ASC 815 requires enhanced disclosures about an entity’s derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that ASC 815 will have an impact on their results of operations or financial position.

Effective April 1, 2009, the Company adopted ASC 855, Subsequent Events (“ASC 855”). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition. The Company has evaluated subsequent events through November 13, 2009, the date the financial statements were issued.
 
 
F-13
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards (Continued)
 

In April 2008, the FASB issued ASC 350, “Determination of the Useful Life of Intangible Assets”. The Company adopted ASC 350 on October 1, 2008. The guidance in ASC 350 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe ASC 350 will materially impact their financial position, results of operations or cash flows.

Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall , for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.

Other ASU’s that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

NOTE 3-
STOCKHOLDERS’ EQUITY (DEFICIT)
 
The Company was established with two classes of stock, common stock – 500,000,000 shares authorized at a par value of $0.001; and preferred stock – 100,000,000 shares authorized at a par value of $0.001.
 
At inception, the Company issued 8,823,529 shares of common stock to the Company’s founders at inception for $30,000 cash and $58,235 for services rendered, all shares issued at $0.01 per share. The $30,000 was cash paid directly from a founder for expenses related to the start-up of the company as well as establishing relationships for the company’s business.
 
As of September 30, 2009 and December 31, 2008, the Company has these 8,823,529 shares of common stock issued and outstanding.
 
The Company has not issued any preferred stock, options or warrants to date.
 
F-14
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
 
NOTE 4-
LOAN PAYABLE – RELATED PARTY
 
 
The Company has an unsecured, loan payable in the form of a line of credit with their President. The President has provided a line of credit up to $200,000 at 4% interest per annum to the Company to cover various expenses and working capital infusions of cash until the Company can be funded. The President advanced $166,290 through September 30, 2009. The interest accrued for the nine months ended September 30, 2009 and period October 6, 2008 (inception) through September 30, 2009 is $1,134 and $1,192, respectively.
 
The line of credit matures on December 31, 2009.
 
NOTE 5-
PROVISION FOR INCOME TAXES
 
Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities.  Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return.  Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
 
As of September 30, 2009, there is no provision for income taxes, current or deferred.
 
       
       
Net operating losses
  $ 93,492  
Valuation allowance
    (93,492 )
         
    $ -  
 
At September 30, 2009, the Company had a net operating loss carry forward in the amount of $274,976, available to offset future taxable income through 2029.  The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
 
A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the nine months ended September 30, 2009 and period October 6, 2008 (inception) through September 30, 2009 is summarized below.
 
       
       
Federal statutory rate
    (34.0 )%
State income taxes, net of federal benefits
    0.0  
Valuation allowance
    34.0  
      0 %

 
F-15
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009 (UNAUDITED)
 
 
NOTE 6-
FAIR VALUE MEASUREMENTS
             
The Company adopted certain provisions of ASC Topic 820. ASC 820 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. ASC 820’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:
 
Level 1 inputs: Quoted prices for identical instruments in active markets.
 
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
 
Level 3 inputs: Instruments with primarily unobservable value drivers.
 
The following table represents the fair value hierarchy for those financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2009:
 
                         
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Cash
    17,761       -       -       17,761  
                                 
Total assets
    17,761       -       -       17,761  
                                 
 
 
NOTE 7-
SUBSEQUENT EVENTS
 
In November 2009, the Company entered into an Agreement and Plan of Merger (“Agreement”) with Wolfe Creek Mining, Inc. (“Wolfe Creek”) by which the Company will exchange 100% of their issued and outstanding shares for 3,000,004 shares of Wolfe Creek. There will be an acquisition subsidiary formed to complete the transaction which will be in the form of a reverse triangular merger. The Company will be the accounting acquirer in the transaction.
 
 
 
 
F-16
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS

 
Financial Statements:
 
Report of Independent Registered Public Accounting Firm  F-18
 
Balance Sheet as of December 31, 2008
F-19
 
 
Statements of Operations For the Period October 6, 2008 (Inception) through December 31, 2008
F-20
 
 
Statements of Changes in Stockholders’ Equity (Deficit) For the Period October 6, 2008 (Inception) through December 31, 2008
F-21
 
 
Statements of Cash Flows For the Period October 6, 2008 (Inception) through December 31, 2008
F-22
 
 
Notes to Financial Statements
F-23
 
 
 
 
F-17


Report of Independent Registered Public Accounting Firm
 

To the Directors of
Green EnviroTech Corp.
(formerly EnviroPlastics Corporation)
 
We have audited the accompanying balance sheet of Green EnviroTech Corp. (formerly EnviroPlastics Corporation) (the "Company") (a development stage company) as of December 31, 2008, and the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the period October 6, 2008 (Inception) through December 31, 2008. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Company’s internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green EnviroTech Corp. (formerly EnviroPlastics Corporation) (a development stage company) as of December 31, 2008, and the results of its statements of operations, changes in stockholders’ equity (deficit), and cash flows for the period October 6, 2008 (Inception) through December 31, 2008 in conformity with U.S. generally accepted accounting principles.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in process of executing its business plan and expansion. The Company has not generated significant revenue to this point, however, has been successful in raising funds in their private placement. The lack of profitable operations and the need to continue to raise funds raise significant doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 

 
/s/KBL, LLP

New York, NY
October 7, 2009
 
 
 
F-18
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 2008
 
 
 
ASSETS
       
CURRENT ASSETS
       
   Cash
  $ -  
  Total current assets     -  
         
         
 
       
TOTAL ASSETS
  $ -  
         
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       
         
CURRENT LIABILITIES
       
   Accounts payable and accrued expenses
  $ 58  
   Loan payable - related party
    8,642  
  Total current liabilities     8,700  
         
TOTAL LIABILITIES
    8,700  
         
STOCKHOLDERS' EQUITY (DEFICIT)
       
   Preferred stock, $0.001 par value, 100,000,000 shares authorized,
       
      0 shares issued and outstanding
    -  
   Common stock, $0.001 par value, 500,000,000 shares authorized,
       
      8,823,529 shares issued and outstanding
    8,824  
   Additional paid in capital
    79,411  
   Deficit accumulated during the development stage
    (96,935 )
  Total stockholders' equity (deficit)     (8,700 )
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  $ -  
         
         
 The accompanying notes are an integral part of these financial statements.
       
 
 
 
 
F-19
 
GREEN ENVIROTECH CORP.
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
  STATEMENT OF OPERATIONS
FOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH DECEMBER 31, 2008
 
 
   
OCTOBER 6, 2008
 
   
(INCEPTION)
 
   
THROUGH
 
   
DECEMBER 31, 2008
 
       
REVENUE
  $ -  
         
COST OF REVENUES
    -  
         
GROSS PROFIT
    -  
         
OPERATING EXPENSES
       
    Consulting services
    58,235  
    General and administrative
    38,642  
Total operating expenses
    96,877  
         
NON-OPERATING EXPENSES
       
    Interest expense
    58  
Total non-operating expenses
    58  
         
NET (LOSS)
  $ (96,935 )
         
         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    8,823,529  
         
NET (LOSS) PER SHARE
  $ (0.01 )
         
         
         
The accompanying notes are an integral part of these financial statements.
 
 
 
 
F-20
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH DECEMBER 31, 2008
 
                                 
 
       
                                 
 
 
                           
 
   
 
       
   
 
   
 
       
 
 
                                 
Deficit
       
                                 
Accumulated
       
                           
Additional
   
During the
       
   
Preferred Stock
   
Common Stock
   
Paid-In
    Development        
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stage
   
Total
 
                                           
Balance - October 6, 2008
    -     $ -       -     $ -     $ -     $ -     $ -  
                                                         
Common shares issued to founders for cash
    -       -       3,000,000       3,000       27,000       -       30,000  
                                                         
Common shares issued to founders for services
    -       -       5,823,529       5,824       52,411       -       58,235  
                                                         
Net loss for the period
    -       -       -       -       -       (96,935 )     (96,935 )
                                                         
Balance - December 31, 2008
    -     $ -       8,823,529     $ 8,824     $ 79,411     $ (96,935 )   $ (8,700 )
                                                         
                                                         
The accompanying notes are an integral part of these financial statements.
 
 
 
F-21
 
ENVIROPLASTICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
FOR THE PERIOD OCTOBER 6, 2008 (INCEPTION) THROUGH DECEMBER 31, 2008
 
 
   
OCTOBER 6, 2008
 
   
(INCEPTION)
 
   
THROUGH
 
   
DECEMBER 31, 2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
     
   Net (loss)
  $ (96,935 )
         
Adjustments to reconcile net (loss)
       
  to net cash used in operating activities:
       
     Common stock issued for services
    58,235  
         
Change in assets and liabilities
       
    Increase in accounts payable and accrued expenses
    58  
          Total adjustments
    58,293  
          Net cash (used in) operating activities
    (38,642 )
         
CASH FLOWS FROM FINANCING ACTIVITIES:
       
   Issuance of stock for cash
    30,000  
   Proceeds received from loan payable - related party
    8,642  
          Net cash provided by financing activities
    38,642  
         
NET INCREASE IN CASH AND CASH EQUIVALENTS
    -  
 
       
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
    -  
 
       
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ -  
         
SUPPLEMENTAL CASH FLOW INFORMATION:
       
  Cash paid during the period for:
       
     Interest
  $ -  
         
NON-CASH SUPPLEMENTAL INFORMATION:
       
  Stock issued for services
  $ 58,235  
         
         
         
The accompanying notes are an integral part of these financial statements.
 
 
 
F-22
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008


NOTE 1-
ORGANIZATION AND BASIS OF PRESENTATION
 
On October 6, 2008, EnviroPlastics Corporation (the “Company”) was incorporated in the State of Nevada.
 
The Company is a plastics recovery, separation, cleaning, and recycling company, with the intent to supply recycled commercial plastics to industries such as the automotive and consumer products industries, and it plans to construct large-scale plastics recycling facilities near automotive shredder locations nationwide. Operating in conjunction with large national recycling partners, the Company using a patent pending process developed in conjunction with Thar Process, Inc. will produce recycled commercial grade plastics ready to be re-introduced into commerce. Additionally, the Company will convert waste and scrap plastic into high-value energy products, including synthetic oil.
 
On September 22, 2009, the Company changed its name to Green EnviroTech Corp.
 
Going Concern
 
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has generated losses totaling $96,935 in their initial period, and needs to raise additional funds to carry out their business plan. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, and the ability of the Company to obtain necessary equity financing to continue operations. The Company has had very little operating history to date. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern.
 
Besides generating revenues from proposed operations, the Company may need to raise additional capital to expand operations to the point at which the Company can achieve profitability. The terms of equity that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company’s officers and directors may need to contribute funds to sustain operations.
 

F-23
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008

 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Development Stage Company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “ Accounting and Reporting by Development Stage Enterprises ”. The Company has devoted substantially all of its efforts to the corporate formation and the raising of capital.

Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.
 
The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.
 
Fixed Assets
 
Although the Company does not have any fixed assets at this point, any fixed assets acquired in the future will be stated at cost, less accumulated depreciation. Depreciation will be provided using the straight-line method over the estimated useful lives of the related assets. Costs of maintenance and repairs will be charged to expense as incurred.
 
Recoverability of Long-Lived Assets
 
Although the Company does not have any long-lived assets at this point, for any long-lived assets acquired in the future the Company will review their recoverability on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment will be based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Fixed assets to be disposed of by sale will be carried at the lower of the then current carrying value or fair value less estimated costs to sell.
 
F-24
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Fair Value of Financial Instruments
 
The carrying amount reported in the balance sheet for cash and cash equivalents, accounts payable, and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments.
 
Income Taxes
 
The Company accounts for income taxes utilizing the liability method of accounting.  Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.
 
Revenue Recognition

The Company will generate revenue from the sales in accordance with Staff Accounting Bulletin 101. The criteria for recognition are as follows:
 
1)  
Persuasive evidence of an arrangement exists;
2)  
Delivery has occurred or services have been rendered;
3)  
The seller’s price to the buyer is fixed or determinable, and
4)  
Collectable is reasonably assured.

 
The Company anticipates that the plastics that are recovered will be their main source of revenue, with the automotive parts manufacturers being the primary market. However, the use of the Company’s recycled materials is not limited to just automotive parts, therefore the Company will market numerous other industries both domestically and internationally.
 
In addition, the Company believes that they will generate revenue from joint ventures with companies in the waste oil and waste plastics recycling businesses, including royalties generated by the sale of synthetic oil products developed by the joint venture partners.
 

F-25
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
(Loss) Per Share of Common Stock

Basic net loss per common share is computed using the weighted average number of common shares outstanding.  Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants.  Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented. The following is a reconciliation of the computation for basic and diluted EPS:

   
December 31,
 
   
2008
 
       
Net loss
  $ (96,935 )
         
Weighted-average common shares
       
   outstanding (Basic)
    8,823,529  
         
Weighted-average common stock
       
Equivalents
       
     Stock options
    -  
     Warrants
    -  
         
Weighted-average common shares
       
   outstanding (Diluted)
    8,823,529  
 
Uncertainty in Income Taxes
 
In July 2006, the FASB issued Interpretation No. 48 (FIN No. 48), “Accounting for Uncertainty in Income Taxes.” This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. Management has adopted FIN 48 for 2007, and they evaluate their tax positions on an annual basis, and has determined that as of December 31, 2008, no additional accrual for income taxes is necessary.
 
F-26
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008
 
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards
 
In September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” This standard defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. Early adoption is encouraged. The adoption of SFAS 157 is not expected to have a material impact on the financial statements.

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115”, (“FAS 159”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. FAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.
 
 In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.

SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of SFAS No. 160 will have on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 141R, Business Combinations (“SFAS 141R”), which replaces FASB SFAS 141, Business Combinations.   This Statement retains the fundamental requirements in SFAS 141 that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination.
 
 
 
F-27
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008
 

NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards (Continued)
 
SFAS 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  SFAS 141R will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  SFAS 141R will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.  This compares to the cost allocation method previously required by SFAS No. 141.  SFAS 141R will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, SFAS 141R will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This Statement will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption of this standard is not permitted and the standards are to be applied prospectively only.  Upon adoption of this standard, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed.  The adoption of SFAS No. 141R is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

 
In December 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110, “Use of a Simplified Method in Developing Expected Term of Share Options” (“SAB 110”).  SAB 110 expresses the current view of the staff that it will accept a company’s election to use the simplified method discussed in Staff Accounting Bulletin 107, Share Based Payment , (“SAB 107”), for estimating the expected term of “plain vanilla” share options regardless of whether the company has sufficient information to make more refined estimates.  SAB 110 became effective for the Company in 2008.  The adoption of SAB 110 is not expected to have a material impact on the Company’s financial position.
 
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”). SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS 161 will have an impact on their results of operations or financial position.
 
F-28
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008
 
 
NOTE 2-
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Issued Accounting Standards (Continued)
 

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets”. This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. The Company was required to adopt FSP 142-3 on October 1, 2008. The guidance in FSP 142-3 for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe FSP 142-3 will materially impact their financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162). SFAS 162 makes the hierarchy of generally accepted accounting principles explicitly and directly applicable to preparers of financial statements, a step that recognizes preparers’ responsibilities for selecting the accounting principles for their financial statements. The effective date for SFAS 162 is 60 days following the U.S. Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board’s related amendments to remove the GAAP hierarchy from auditing standards, where it has resided for some time. The adoption of SFAS 162 will not have an impact on the Company’s results of operations or financial position.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of SFAS No. 60” (SFAS 163). SFAS 163 prescribes accounting for insures of financial obligations, bringing consistency to recognizing and recording premiums and to loss recognition. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. Except for some disclosures, SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of SFAS 163 will not have an impact on the Company’s results of operations or financial position.

In May 2009, the FASB published SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 requires the Company to disclose the date through which subsequent events have been evaluated and whether that date is the date the financial statements were issued or the date the financial statements were available to be issued. SFAS 165 is effective for financial periods ending after June 15, 2009. Management has adopted SFAS 165 for their report for December 31, 2008 and has evaluated subsequent events through October 7, 2009, the date the financial statements were issued.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.

F-29
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008
 
 
NOTE 3-
STOCKHOLDERS’ EQUITY (DEFICIT)
 
The Company was established with two classes of stock, common stock – 500,000,000 shares authorized at a par value of $0.001; and preferred stock – 100,000,000 shares authorized at a par value of $0.001.
 
At inception, the Company issued 8,823,529 shares of common stock to the Company’s founders at inception for $30,000 cash and $58,235 for services rendered, all shares issued at $0.01 per share. The $30,000 was cash paid directly from a founder for expenses related to the start-up of the company as well as establishing relationships for the company’s business.
 
As of December 31, 2008, the Company has these 8,823,529 shares of common stock issued and outstanding.
 
The Company has not issued any preferred stock, options or warrants to date.
 
NOTE 4-
LOAN PAYABLE – RELATED PARTY
 
The Company has an unsecured, loan payable in the form of a line of credit with their President. The President has provided a line of credit up to $200,000 at 4% interest per annum to the Company to cover various expenses until the Company can be funded. The President advanced $8,642 through December 31, 2008. The interest accrued for the period October 6, 2008 (inception) through December 31, 2008 is $58.
 
The line of credit matures on December 31, 2009.
 
NOTE 5-
PROVISION FOR INCOME TAXES
 
Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities.  Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return.  Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.
 
As of December 31, 2008, there is no provision for income taxes, current or deferred.
 
       
Net operating losses
  $ 32,958  
Valuation allowance
    (32,958 )
         
    $ -  
 

 
F-30
 
GREEN ENVIROTECH CORP.
(FORMERLY ENVIROPLASTICS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2008
 
 
NOTE 5-
PROVISION FOR INCOME TAXES (CONTINUED)
 
At December 31, 2008, the Company had a net operating loss carry forward in the amount of $96,935, available to offset future taxable income through 2028.  The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
 
A reconciliation of the Company’s effective tax rate as a percentage of income before taxes and federal statutory rate for the period October 6, 2008 (inception) through December 31, 2008 is summarized below.
 
       
       
Federal statutory rate
    (34.0 )%
State income taxes, net of federal benefits
    0.0  
Valuation allowance
    34.0  
      0 %
 
NOTE 6-
FAIR VALUE MEASUREMENTS
                  
In 2008, the Company adopted SFAS 157. SFAS 157 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. SFAS 157’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. SFAS 157 classifies these inputs into the following hierarchy:
 
Level 1 inputs: Quoted prices for identical instruments in active markets.
 
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
 
Level 3 inputs: Instruments with primarily unobservable value drivers.
 
NOTE 7-
SUBSEQUENT EVENTS
 
In November 2009, the Company entered into an Agreement and Plan of Merger (“Agreement”) with Wolfe Creek Mining, Inc. (“Wolfe Creek”) by which the Company will exchange 100% of their issued and outstanding shares for 3,000,004 shares of Wolfe Creek. There will be an acquisition subsidiary formed to complete the transaction which will be in the form of a reverse triangular merger. The Company will be the accounting acquirer in the transaction.
 
On September 22, 2009, the Company changed their name to Green EnviroTech Corp.
 
 
 
 
 
F-31
EXHIBIT 99.1
 
AGREEMENT AND PLAN OF MERGER


THIS AGREEMENT AND PLAN OF MERGER is made as of the 20 day of November, 2009

AMONG:
 
 
WOLFE CREEK MINING, INC. , a corporation formed pursuant to the laws of the State of Delaware and having an office for business located at 15868 SW Kimball Avenue, Lake Oswego, OR 97035
 
(“ Wolfe Cree k”)
 
 

 
AND:
 
 
GREEN ENVIROTECH ACQUISITION CORP. a corporation formed pursuant to the laws of the State of Nevada and a wholly owned subsidiary of Wolfe Creek and having an office for business located at 15868 SW Kimball Avenue, Lake Oswego, OR 97035.
 
(the " Acquirer ")
 
AND:
 
 
GREEN ENVIROTECH CORP., a corporation formed pursuant to the laws of the State of Nevada and having an office for business located at 114 S Main Street Suite 201, Fond Du Lac, WI 54935.
 
(" Green EnviroTech ")
 
 
WHEREAS:

A.               Green EnviroTech is a Nevada corporation and is a plastics recovery, separation and recycling company;

B.               The Green EnviroTech shareholders own an aggregate of 8,823,529 Green EnviroTech shares of common stock (the “ Green EnviroTech Shares ”) which Green EnviroTech Shares constitute 100% of the issued and outstanding Green EnviroTech Shares;

C.               Wolfe Creek  is a reporting company under the Securities Act of 1933, as amended, whose common stock is eligible for quotation on the OTC Bulletin Board under the symbol “WCRM.OB,” is a development stage, start-up company and currently has no operations and is a “shell” company for purposes of the rules and regulations of the Commission;

D.               Effective as of the Closing, Kristen Paul, the sole officer and director of Wolfe Creek (the “ Wolfe Creek Executive ”) shall (i) resign as such and be replaced by persons designated by Green EnviroTech.

E.   The respective Boards of Directors of Wolfe Creek, Green EnviroTech and the Acquirer deem it advisable and in the best interests of Wolfe Creek, Green EnviroTech and the Acquirer that the Acquirer merge with and into Green EnviroTech (the " Merger ") pursuant to this Agreement, the Certificates of Merger, and the applicable provisions of the laws of the State of Nevada; and

F.   All capitalized terms not otherwise defined shall have the definitions set forth in Article 1 hereof.

NOW THEREFORE, WITNESSETH THAT in consideration of the premises and the mutual covenants, agreements, representations and warranties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1

ARTICLE 1
DEFINITIONS AND INTERPRETATION

Definitions

1.1  
In this Agreement the following terms will have the following meanings:

(a)  
“ Acquisition Shares ” means the  Wolfe Creek Common Shares, which shares are to be issued and delivered to the Green EnviroTech Shareholders at Closing pursuant to the terms of the Merger in accordance with Schedule 1.1(a) , annexed hereto;

(b)  
“ Agreement ” means this Agreement and Plan of Merger by and among Wolfe Creek, the Acquirer, and Green EnviroTech;

(c)  
“ Closing ” means the completion, on the Closing Date, of the transactions contemplated hereby in accordance with Article 9 hereof;

(d)  
“ Closing Date ” means the day on which all conditions precedent to the completion of the transaction as contemplated hereby have been satisfied or waived;

(e)  
“ Commission ” means the Securities and Exchange Commission;

(f)   
“Effective Time ” means the earlier to occur of the date of (i) the Closing set forth in the Certificate of Merger and (ii) the filing of the appropriate Certificates of Merger in the form required by the State of Nevada provided that the Merger shall become effective as provided in the NGCL;
 
(g)  
“Green EnviroTech Accounts Receivable” means all accounts receivable and other amounts owing to Green EnviroTech;

(h)  
“Green EnviroTech Assets” means all the property and assets of the Green EnviroTech Business of every kind and description wherever situated including, without limitation, Green EnviroTech  Inventory, Green EnviroTech Material Contracts, Green EnviroTech Accounts Receivable, Green EnviroTech Cash, Green EnviroTech Intangible Assets and Green EnviroTech Goodwill, and all credit cards, charge cards and banking cards issued to Green EnviroTech;

(i)  
“ Green EnviroTech Business ” means all aspects of the business currently conducted by Green EnviroTech and its subsidiaries;

(j)  
“ Green EnviroTech Cash ” means all cash on hand or on deposit to the credit of Green EnviroTech on the Closing Date;

(k)  
“ Green EnviroTech Financial Statements ” means collectively, the audited financial statements of  Green EnviroTech for the fiscal year ended December 31, 2008,  and the unaudited financial statements for Green EnviroTech for the period ended September 30, 2009, which shall be delivered at Closing, all of which will be prepared in accordance with United States generally accepted accounting principles and the requirements of Regulation S-X as promulgated by the Commission;

(l)  
“ Green EnviroTech Goodwill ” means the goodwill of the Green EnviroTech Business together with the exclusive right of Green EnviroTech  to represent itself as carrying on the Green EnviroTech business in succession of subject to the terms hereof, and the right to use any words indicating that the Green EnviroTech Business is so carried on including the right to use the name "Green EnviroTech” or any variation thereof as part of the name of or in connection with the Green EnviroTech Business or any part thereof carried on or to be carried on by Green EnviroTech, the right to all corporate, operating and trade names associated with the Green EnviroTech Business, or any variations of such names as part of or in connection with the Green EnviroTech Business, all telephone listings and telephone advertising contracts, all lists of customers, books and records and other information relating to the Green EnviroTech Business, all necessary licenses and authorizations and any other rights used in connection with the Green EnviroTech Business;
 
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(m)  
“ Green EnviroTech Intangible Assets ” means all of the intangible assets of Green EnviroTech, including, without limitation, Green EnviroTech Goodwill, all trademarks, logos, copyrights, designs, and other intellectual and industrial property of Green EnviroTech;

(n)  
“ Green EnviroTech Inventory ” means all inventory and supplies of the Green EnviroTech  Business as of September 30, 2009 as increased or decreased in the ordinary course of business;

(o)  
“ Green EnviroTech Material Contracts ” means the burden and benefit of and the right, title and interest of Green EnviroTech in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Green EnviroTech is entitled in connection with the Green EnviroTech Business under which Green EnviroTech  is obligated to pay or entitled to receive the sum of Five Thousand Dollars ($5,000) or more annually including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice; and

(p)  
“ Green EnviroTech Shares ” means all of the issued and outstanding capital stock of Green EnviroTech;

(q)  
“ Green EnviroTech Shareholders ” means all of the holders of the issued and outstanding Green EnviroTech Shares;

(r)  
“ Green EnviroTech Warrant Holders”   means all of the holders of issued and outstanding Green EnviroTech Warrants;
 
(s)  
“ Merger ” means the merger, at the Effective Time, of Green EnviroTech and the Acquirer pursuant to this Agreement;

  “NGCL” means the Nevada General Corporation Law.
 
 
(t)  
“ Place of Closing ” means the offices of Sichenzia Ross Friedman Ference LLP, or such other place as Wolfe Creek and Green EnviroTech may mutually agree upon;
 
 
(u)  
 “ Securities Act ” means the Securities Act of 1933, as amended;

(v)  
“ SEC Reports ” means all forms, reports and documents filed and required to be filed by Wolfe Creek with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) through the date hereof;

(w)  
“ Surviving Company ” means Green EnviroTech following the Merger;

(x)   
“Wolfe Creek Business ” means all aspects of any business conducted by Wolfe Creek  and its subsidiaries;

(y)  
“ Wolfe Creek Common Shares ” means the shares of common stock, par value $0.001, in the capital of Wolfe Creek;

(z)  
“ Wolfe Creek Financial Statements ” means, collectively, the audited financial statements of Wolfe Creek for the two fiscal years ended December 31, 2008 and 2007, and the unaudited financial statements of Wolfe Creek for the period ended September 30, 2009;
 
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Any other terms defined within the text of this Agreement will have the meanings so ascribed to them.

Captions and Section Numbers

1.2              The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

Section References and Schedules

1.3              Any reference to a particular “ Article ”, “ section ”, “ paragraph ”, “ clause ” or other subdivision is to the particular Article, section, clause or other subdivision of this Agreement and any reference to a “ Schedule ” by letter will mean the appropriate Schedule attached to this Agreement and by such reference the appropriate Schedule is incorporated into and made part of this Agreement.

Severability of Clauses

1.4              If any part of this Agreement is declared or held to be invalid for any reason, such invalidity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion, and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held to be invalid.

ARTICLE 2
THE MERGER

The Merger

2.1              At Closing, the Acquirer shall be merged with and into Green EnviroTech pursuant to this Agreement and the separate corporate existence of the Acquirer shall cease and Green EnviroTech, as it exists from and after the Closing, shall be the Surviving Company.

Effect of the Merger

2.2              The Merger shall have the effect provided therefore by the NGCL.  Without limiting the generality of the foregoing, and subject thereto, at Closing (i) all the rights, privileges, immunities, powers and franchises, of a public as well as of a private nature, and all property, real, personal and mixed, and all debts due on whatever account, including without limitation subscriptions to shares, and all other choices in action, and all and every other interest of or belonging to or due to Green EnviroTech or the Acquirer, as a group, subject to the terms hereof, shall be taken and deemed to be transferred to, and vested in, the Surviving Company without further act or deed; and all property, rights and privileges, immunities, powers and franchises and all and every other interest shall be thereafter as effectually the property of the Surviving Company, as they were of Green EnviroTech and the Acquirer, as a group, and (ii) all debts, liabilities, duties and obligations of Green EnviroTech and the Acquirer, as a group, subject to the terms hereof, shall become the debts, liabilities and duties of the Surviving Company and the Surviving Company shall thenceforth be responsible and liable for all debts, liabilities, duties and obligations of Green EnviroTech and the Acquirer, as a group, and neither the rights of creditors nor any liens upon the property of Green EnviroTech  or the Acquirer, as a group, shall be impaired by the Merger, and may be enforced against the Surviving Company.

Articles of Incorporation; Bylaws; Directors and Officers

2.3              The Articles of Incorporation of Green EnviroTech from and after the Closing shall be the Articles of Incorporation of the Surviving Company as in effect immediately prior to the Closing until thereafter amended in accordance with the provisions therein and as provided by the applicable provisions of the NGCL. The Bylaws of Green EnviroTech from and after the Closing shall be the Bylaws of the Surviving Company as in effect immediately prior to the Closing, continuing until thereafter amended in accordance with their terms, the Articles of Incorporation of the Surviving Company and as provided by the NGCL. The directors and officers of Green EnviroTech immediately prior to the Closing shall be the directors and officers of the Surviving Company.
 
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Conversion of Securities

2.4              At the Effective Time, by virtue of the Merger and without any action on the part of the Acquirer or Green EnviroTech, the shares of capital stock of each of Green EnviroTech and the Acquirer shall be converted as follows:

(a)  
Capital Stock of the Acquirer . Each issued and outstanding share of the Acquirer's capital stock shall continue to be issued and outstanding and shall be converted into one share of validly issued, fully paid, and non-assessable common stock of the Surviving Company. Each stock certificate of the Acquirer evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Company, all of which shall be owned by Wolfe Creek.

(b)  
Conversion of Green EnviroTech Shares . Each Green EnviroTech Share that is issued and outstanding at the Effective Time, shall automatically be cancelled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive .3400005  of a share of Wolfe Creek’s Common Stock for each Green EnviroTech Share. All such Green EnviroTech Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Acquisition Shares paid in consideration therefor upon the surrender of such certificate in accordance with this Agreement.
 
2.5  
Dissenting Shareholders

No Person who has perfected a demand for appraisal rights pursuant to the NGCL (a “Dissenting Shareholder”) shall be entitled to receive the Acquisition Shares or other distributions pursuant to this Article II unless and until the holder thereof shall have effectively withdrawn the demand for, or otherwise lost such holder’s right to, appraisal under the NGCL, and any Dissenting Shareholder shall be entitled to receive only the payment provided by the NGCL with respect to Green EnviroTech Shares owned by such Dissenting Shareholder. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or other entity of any kind or nature. If any Dissenting Shareholder shall have effectively withdrawn the demand for, or otherwise lost the right to, appraisal with respect to any Green EnviroTech Shares, such Dissenting Shareholder shall be entitled to receive only the amount to which such shareholder would be entitled pursuant to this Article II. Green EnviroTech shall provide such notices and take such actions as are required by law with respect to the administration of the appraisal rights provided pursuant to the NGCL.
 
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
OF WOLFE CREEK

Representations and Warranties

3.1              Wolfe Creek and the Acquirer jointly and severally represent and warrant in all material respects to Green EnviroTech, with the intent that Green EnviroTech will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:

Wolfe Creek - Corporate Status and Capacity

(a)  
Incorporation .  Wolfe Creek is a corporation duly incorporated and validly existing under the laws of the State of Delaware, and is in good standing with the office of the Secretary of State for the State of Delaware.

(b)  
Carrying on Business . Wolfe Creek and its subsidiaries do not carry on any material business activity in any jurisdiction. The nature of the Wolfe Creek Business does not require Wolfe Creek and its subsidiaries to register or otherwise be qualified to carry on business in any jurisdiction other than the state of its  organization, where Wolfe Creek and its subsidiaries are each dully qualified and authorized to do business;

(c)  
Corporate Capacity .   Wolfe Creek   has the corporate power, capacity and authority to own its   assets and to enter into and complete this Agreement. None of Wolfe Creek’s subsidiaries have any assets or liabilities.

(d)  
Reporting Status; Listing . Wolfe Creek is required to file current reports with the Commission pursuant to Section 15(d) of the Exchange Act. Wolfe Creek’s common stock is not registered under Section 12(g) of the Exchange Act.  The Wolfe Creek Common Shares are eligible for quotation on the OTC Bulletin Board under the symbol “WCRM.OB”. None of Wolfe Creek’s  subsidiaries has common stock that is registered under Section 12(g) of the Exchange Act and none of Wolf Creek’s subsidiaries is required to file current reports with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act.

(e)  
SEC Reports . Wolfe Creek has filed all SEC Reports with the Commission under the Exchange Act. The SEC Reports, at the time filed, complied as to form in all material respects with the requirements of the Exchange Act. None of the SEC Reports, including without limitation any financial statements or schedules included therein, contains any untrue statements of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

Acquirer - Corporate Status and Capacity

(f)  
Incorporation . The Acquirer is a corporation duly incorporated and validly existing under the laws of the State of Nevada, and is in good standing with the office of the Secretary of State for the State of Nevada;

(g)  
Carrying on Business . Other than corporate formation and organization, the Acquirer has not carried on business activities to date;

(h)  
Corporate Capacity . The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;

Wolfe Creek - Capitalization

(i)  
Authorized Capital . The authorized capital of Wolfe Creek consists of 75,000,000 shares of common stock, $0.001 par value, of which 4,000,000 Wolfe Creek Common Shares are presently issued and outstanding and 25,000,000 shares of Preferred Stock $.001 par value of which none are outstanding.  There are no preferred shares authorized.
 
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(j)  
No Option, etc . Except as provided in, contemplated by, or set forth in this Agreement or the SEC Reports, no person, firm or corporation has any agreement, warrant or option or any right capable of becoming an agreement, warrant or option for the acquisition of any common or preferred shares of Wolfe Creek or for the purchase, subscription or issuance of any of the unissued shares in the capital of Wolfe Creek;

Acquirer - Capitalization

(k)  
Authorized Capital . The authorized capital of the Acquirer consists of 200 shares of common stock having a par value of .001 per share, of which 200 shares of common stock are presently issued and outstanding and which are owned by Wolfe Creek;

(l)  
No Option, etc . Except as provided in contemplated by, or set forth in this Agreement, the SEC Reports, no person, firm or corporation has any agreement or option or any right capable of becoming an agreement or option for the acquisition of any common or preferred shares in Acquirer or for the purchase, subscription or issuance of any of the unissued shares in the capital of Acquirer;

 
Wolfe Creek- Records and Financial Statements

(m)  
Charter Documents . The charter documents of Wolfe Creek, as amended to date and as of the Closing, and the Acquirer are as set forth as exhibits to the officers certificate to be delivered at Closing pursuant to Section 9.3 hereof;

(n)  
Corporate Minute Books .  Wolfe Creek and its subsidiaries are not in violation or breach of, or in default with respect to, any term of their respective Certificates of Incorporation (or other charter documents) or by-laws;

(o)  
Wolfe Creek Financial Statements . The Wolfe Creek Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of Wolfe Creek, including the assets and liabilities, if any of Wolfe Creek’s subsidiaries, as of the respective dates thereof, and the results of operations and changes in financial position of Wolfe Creek during the period covered thereby, in all material respects and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods indicated;

(p)  
Wolfe Creek Accounts Payable and Liabilities . There are no liabilities, contingent or otherwise, of Wolfe Creek or its subsidiaries, which are not reflected in the Wolfe Creek Financial Statements except which were incurred in the ordinary course of business since the date of the Wolfe Creek   Financial Statements, all of which will be satisfied prior to Closing, and neither Wolfe Creek nor its subsidiaries have guaranteed or agreed to guarantee any debt, liability or other obligation of any person, firm or corporation;

(q)  
Wolfe Creek Receivable . There are no accounts receivable of Wolfe Creek or any of Wolf Creek’s subsidiaries;

(r)  
No Debt . Neither Wolfe Creek nor its subsidiaries, are, on the date hereof and on Closing, materially indebted to any, person or entity or other third party, including any affiliate, director or officer of Wolfe Creek;

(s)  
No Related Party Debt to Wolfe Creek. No director or officer or affiliate of Wolfe Creek or its subsidiaries, is now indebted to or under any financial obligation to Wolfe Creek or its subsidiaries on any account whatsoever, except for advances on account of travel and other expenses not exceeding One Thousand Dollars ($1,000) in total;
 
 
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(t)  
No Dividends .  No dividends or other distributions on any shares in the capital of Wolfe Creek have been made, declared or authorized since the date of the Wolfe Creek Financial Statements;

(u)  
No Payments . No payments of any kind have been made or authorized since the date of the Wolfe Creek Financial Statements to or on behalf of officers, directors, shareholders or employees of Wolfe Creek or its subsidiaries or under any management agreements with Wolfe Creek or its subsidiaries, except payments made in the ordinary course of business and at the regular rates of salary or other remuneration payable to them;

(v)  
No Pension Plans . There are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting Wolfe Creek or its subsidiaries;

(w)  
No Adverse Events . Since December 31, 2008,

(i)  
there has not been any material adverse change in the properties, results of operations, financial position or condition (financial or otherwise) of Wolfe Creek, its subsidiaries, its assets or liabilities or any damage, loss or other change in circumstances materially affecting Wolfe Creek, the Wolfe Creek Business or Wolfe Creek’s right to carry on the Wolfe Creek Business, other than non-material changes in the ordinary course of business or as contemplated pursuant to this Agreement,

(ii)  
there has not been any damage, destruction, loss or other event (whether or not covered by insurance) materially and adversely affecting Wolfe Creek, its subsidiaries, or the Wolfe Creek Business,

(iii)  
there has not been any material increase in the compensation payable or to become payable by Wolfe Creek to any of Wolfe Creek’s officers, employees or agents or any bonus, payment or arrangement made to or with any of them,

(iv)  
the  Wolfe Creek Business has been and continues to be carried on in the ordinary course,

(v)  
Wolfe Creek has not waived or surrendered any right of material value,

(vi)  
Wolfe Creek has not discharged, satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business; and

(vii)  
no capital expenditures have been authorized or made by Wolfe Creek.

Wolfe Creek - Income Tax Matters

(x)  
Tax Returns . As of the Closing Date, all tax returns of Wolfe Creek and its subsidiaries required by law to be filed have been filed and are true, complete and correct, and any taxes payable in accordance with any return filed by Wolfe Creek and its subsidiaries, or in accordance with any notice of assessment or reassessment issued by any taxing authority have been so paid and no amounts are owed to any taxing authority as of the Closing Date. Without limiting the generality of the foregoing, Wolfe Creek hereby represents that no amounts are owed to any taxing authorities by Wolfe Creek and/or its subsidiaries, for the period commencing on the formation (incorporation) of Wolfe Creek though the Closing Date;

(y)  
Current Taxes . Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by Wolfe Creek or its subsidiaries.  There are no contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns for Wolfe Creek or its subsidiaries;
 
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Wolfe Creek - Applicable Laws and Legal Matters

(z)  
Licenses . Wolfe Creek and its subsidiaries hold all licenses and permits as may be requisite for carrying on the Wolfe Creek Business in the manner in which it has heretofore been carried on, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a material adverse effect on the Wolfe Creek Business;

(aa)  
Applicable Laws . Neither Wolfe Creek nor its subsidiaries have been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which is subject or which apply to it the violation of which would have a material adverse effect on the Wolfe Creek Business, and to Wolfe Creek’s knowledge, Wolfe Creek is not in breach of any laws, ordinances, statutes, regulations, bylaws, orders or decrees the contravention of which would result in a material adverse impact on the Wolfe Creek Business;

(bb)  
Pending or Threatened Litigation . There is no litigation or administrative or governmental proceeding pending or threatened against or relating to Wolfe Creek, its subsidiaries, or the Wolfe Creek Business nor does Wolfe Creek have any knowledge of any act or omission of Wolfe Creek or its subsidiaries that would form any material basis for any such action or proceeding;

(cc)  
No Bankruptcy . Neither Wolfe Creek nor its subsidiaries have made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition has been filed or presented against Wolfe Creek or its subsidiaries and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of Wolfe Creek or its subsidiaries;

(dd)  
Labor Matters .  Neither Wolfe Creek nor its subsidiaries is a party to any collective agreement relating to the Wolfe Creek Business with any labor union or other association of employees and no part of the Wolfe Creek Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of Wolfe Creek, has made any attempt in that regard;

(ee)  
Finder's Fees . Unless otherwise disclosed, neither Wolfe Creek nor its subsidiaries is a party to any agreement which provides for the payment of finder's fees, brokerage fees, commissions or other fees or amounts which are or may become payable to any third party in connection with the execution and delivery of this Agreement and the transactions contemplated herein;

Execution and Performance of Agreement

(ff)  
Authorization and Enforceability . The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Wolfe Creek and the Acquirer;

(gg)  
No Violation or Breach . The execution and performance of this Agreement will not:

(i)  
violate the charter documents of Wolfe Creek or the Acquirer or result in any breach of, or default under, any loan agreement, mortgage, deed of trust, or any other agreement to which Wolfe Creek or its subsidiaries are a party,

(ii)  
give any person any right to terminate or cancel any agreement or any right or rights enjoyed by Wolfe Creek or its subsidiaries,
 
 
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(iii)  
result in any alteration of Wolfe Creek’s or its subsidiaries’ obligations under any agreement to which Wolfe Creek or its subsidiaries are a party,

(iv)  
result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the assets of Wolfe Creek,

(v)  
result in the imposition of any tax liability to Wolfe Creek or its subsidiaries relating to the assets of Wolfe Creek, or

(vi)  
violate any court order or decree to which Wolfe Creek or its subsidiaries are subject;

The Wolfe Creek Business

(hh)  
Maintenance of Business . Since the date of the Wolfe Creek Financial Statements, Wolfe Creek  and its subsidiaries have not entered into any material agreement or commitment except as set forth in this Agreement;

(ii)  
Subsidiaries . Except for the Acquirer, Wolfe Creek does not own any subsidiaries and does not otherwise own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm.  References in this Agreement to any subsidiaries of Wolfe Creek shall include the Acquirer and any other subsidiary that Wolfe Creek may have but has not disclosed in this Agreement;

Wolfe Creek - Acquisition Shares and Acquisition Warrants

(jj)  
Acquisition Shares and Acquisition Warrants . The Acquisition Shares when delivered to the holders of Green EnviroTech Shares pursuant to the Merger shall be validly issued and outstanding as fully paid and non-assessable shares transferable upon the books of Wolfe Creek, in all cases subject to the provisions and restrictions of all applicable securities laws; and

(kk)  
Securities Law Compliance .  Except as set forth in the SEC Reports, Wolfe Creek has not issued any shares of its common stock and/or securities convertible into or exercisable for shares of common stock.  Neither Wolfe Creek nor any person acting on its behalf has taken or will take any action (including, without limitation, any offering of any securities of Wolfe Creek under circumstances which would require the integration of such offering with the offering of the Acquisition Shares issued to the Green EnviroTech Shareholders) which subject the issuance or sale of such shares to the Green EnviroTech Shareholders to the registration requirements of Section 5 of the Securities Act.

Non-Merger and Survival

3.2              The representations and warranties of Wolfe Creek and the Acquirer contained herein are true and correct as of the date of this Agreement and will be true at and as of Closing in all material respects as though such representations and warranties were made as of such time.  Notwithstanding the completion of the transactions contemplated hereby, the waiver of any condition contained herein (unless such waiver expressly releases a party from any such representation or warranty) or any investigation made by the Wolfe Creek Shareholders, the representations and warranties of Wolfe Creek shall survive the Closing for a period of two (2) years.

Indemnity

3.3              Wolfe Creek shall indemnify and save harmless Green EnviroTech and the Green EnviroTech  Shareholders from and against any and all claims, demands, actions, suits, proceedings, assessments, judgments, damages, costs, losses and expenses, including any payment made in good faith in settlement of any claim, resulting from the breach by Wolfe Creek of any representation, covenant or warranty made under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished by Wolfe Creek and/or the Acquirer to Green EnviroTech hereunder.
 
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ARTICLE 4
COVENANTS OF WOLFE CREEK

Covenants
 
4.1  
Wolfe Creek covenants and agrees with Green EnviroTech that Wolfe Creek will:
 
(a)  
Conduct of Business . Until the Closing, conduct its business diligently and in the ordinary course consistent with the manner in which it generally has been operated up to the date of execution of this Agreement;

(b)  
Access . Until the Closing, give the Green EnviroTech Shareholders and their representatives full access to all of the properties, books, contracts, commitments and records of Wolfe Creek, and furnish to the Green EnviroTech Shareholders and their representatives all such information as they may reasonably request;

(c)  
Procure Consents . Until the Closing, take all reasonable steps required to obtain, prior to Closing, any and all third party consents required to permit the Merger;

(d)  
Public Information .  Make and keep public information available, as those terms are understood and defined in Rule 144 (defined below); and

(e)  
SEC Filings .  File with the Commission in a timely manner, all reports and other documents required of Wolfe Creek under either the Securities Act or the Exchange Act.

(f)  
Tax Returns . Wolfe Creek shall on and after the Closing Date be responsible for any taxes owed or penalties thereon pertaining to the failure of Wolfe Creek and its subsidiaries to file tax returns with the appropriate jurisdictions for any periods prior to Closing.

(g)  
Bulletin Board .  Until the Closing, advise Green EnviroTech of any problems, letters and/or concerns relating to the continued eligibility of Wolfe Creek Common Shares to be eligible for quotation on the OTC Bulletin Board.
 
Authorization

4.2  
Upon the Closing, Wolfe Creek shall authorize and direct any and all federal, state, municipal, foreign and international governments and regulatory authorities having jurisdiction respecting Wolfe Creek and its subsidiaries to release any and all information in their possession respecting Wolfe Creek and its subsidiaries to Green EnviroTech.  Wolfe Creek shall promptly execute and deliver to Green EnviroTech  any and all consents to the release of information and specific authorizations which Green EnviroTech  reasonably requires to gain access to any and all such information.

Reports Under the Exchange Act

4.3  
With a view to making available to the Green EnviroTech   Shareholders the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Green EnviroTech   Shareholders to sell securities of Wolfe Creek to the public without registration and without imposing restrictions arising under the federal securities laws on the purchases thereof (“ Rule 144 ”), and provided that the applicable holding period imposed by Rule 144 has been met, Wolfe Creek agrees to furnish to each Green EnviroTech   Shareholder, so long as such Green EnviroTech   Shareholder owns Wolfe Creek Common Shares, promptly upon request, (i) a written statement by Wolfe Creek that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of Wolfe Creek and such other reports and documents so filed by Wolfe Creek, and (iii) such other information as may be reasonably requested to permit the Green EnviroTech   Shareholders to sell such securities pursuant to Rule 144 without registration.

Survival

4.4  
The covenants set forth in this Article shall survive the Closing for the benefit of the Green EnviroTech     Shareholders and shall continue to survive for a period of one (1) year from the Closing Date.

 
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ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF
GREEN ENVIROTECH

Representations and Warranties

5.1              Green EnviroTech represents and warrants in all material respects to Wolfe Creek, with the intent that it will rely thereon in entering into this Agreement and in approving and completing the transactions contemplated hereby, that:

Green EnviroTech - Corporate Status and Capacity

(a)  
Incorporation . Green EnviroTech  is a corporation duly incorporated and validly existing under the laws of the State of Nevada, and is in good standing with the office of the Secretary of State for the State of Nevada;

(b)  
Carrying on Business . Green EnviroTech carries on business primarily in the State of Wisconsin­­­­­­ and does not carry on any material business activity in any other jurisdiction within the United States. The nature of the Green EnviroTech Business does not require Green EnviroTech  to register or otherwise be qualified to carry on business in any other jurisdiction;

(c)  
Corporate Capacity . Green EnviroTech has the corporate power, capacity and authority to own the Green EnviroTech Assets and to carry on the Green EnviroTech Business and Green EnviroTech has the corporate power, capacity and authority to enter into and complete this Agreement;

Green EnviroTech - Capitalization

(d)  
Authorized Capital . The authorized capital of Green EnviroTech consists of 600,000,000 shares of common stock, $0.001 par value;

(e)  
Ownership of W2 Shares . The issued and outstanding share capital of Green EnviroTech consist of 8,823,529 common shares (being the Green EnviroTech Shares), which shares on Closing shall be validly issued and outstanding as fully paid and non-assessable shares. The Green EnviroTech Shareholders will be at Closing the registered and beneficial owner of the Green EnviroTech Shares. The Green EnviroTech Shares owned by the Green EnviroTech Shareholders will on Closing be free and clear of any and all liens, charges, pledges, encumbrances, restrictions on transfer and adverse claims whatsoever not created by or through  Wolfe Creek and/or the Acquirer;
 
 
(f)  
No Restrictions . There are no restrictions on the transfer, sale or other disposition of  Green EnviroTech Shares contained in the charter documents of Green EnviroTech  or under any agreement;
 
 
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Green EnviroTech - Records and Financial Statements

(g)  
Charter Documents . The charter documents of Green EnviroTech have not been altered since its incorporation date, except as filed in the record books of Green EnviroTech, and Green EnviroTech is not in violation or breach of, or in default with respect to, any term of its Articles of Incorporation (or other charter documents) or by-laws;

(h)  
Green EnviroTech Financial Statements . The Green EnviroTech Financial Statements present fairly, in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) of Green EnviroTech as of the respective dates thereof, and the results of operations and changes in financial position of Green EnviroTech during the periods covered thereby, and will be prepared in accordance with generally accepted accounting principles consistently applied throughout the periods indicated;

(i)  
Green EnviroTech Accounts Payable and Liabilities . There are no material liabilities, contingent or otherwise, of Green EnviroTech which are not reflected in the Green EnviroTech Financial Statements except those incurred in the ordinary course of business since the date of the Green EnviroTech  Financial Statements;

(j)  
No Dividends . No dividends or other distributions on any shares in the capital of Green EnviroTech have been made, declared or authorized since the date of the Green EnviroTech  Financial Statements;
 
 
 
 
Green EnviroTech - Income Tax Matters

(k)  
Tax Returns . All tax returns and reports of Green EnviroTech required by law to be filed have been filed and to the best of Green EnviroTech’s knowledge and belief are true, complete and correct, and any taxes payable in accordance with any return filed by Green EnviroTech or in accordance with any notice of assessment or reassessment issued by any taxing authority have been so paid;

(l)  
Current Taxes . Adequate provisions have been made for taxes payable for the current period for which tax returns are not yet required to be filed and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of, any tax, governmental charge or deficiency by Green EnviroTech. Green EnviroTech is not aware of any contingent tax liabilities or any grounds which would prompt a reassessment including aggressive treatment of income and expenses in filing earlier tax returns;
 
Green EnviroTech - Applicable Laws and Legal Matters
 
(m)  
Licenses . Green EnviroTech holds all licenses and permits as may be requisite for carrying on the Green EnviroTech Business in the manner in which it has heretofore been carried on, which licenses and permits have been maintained and continue to be in good standing except where the failure to obtain or maintain such licenses or permits would not have a material adverse effect on the Green EnviroTech Business;

(n)  
Applicable Laws . Green EnviroTech  has not been charged with or received notice of breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which applies to it the violation of which would have a material adverse effect on the Green EnviroTech Business, and, to Green EnviroTech’s knowledge and belief, Green EnviroTech is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees the contravention of which would result in a material adverse impact on the Green EnviroTech’s Business;

(o)  
Pending or Threatened Litigation . There is no material litigation or administrative or governmental proceeding pending or threatened against or relating to Green EnviroTech, the Green EnviroTech Business, or any of the Green EnviroTech, nor does Green EnviroTech have any knowledge of any deliberate act or omission of Green EnviroTech that would form any material basis for any such action or proceeding;
 
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(p)  
No Bankruptcy . Green EnviroTech has not made any voluntary assignment or proposal under applicable laws relating to insolvency and bankruptcy and no bankruptcy petition has been filed or presented against Green EnviroTech and no order has been made or a resolution passed for the winding-up, dissolution or liquidation of Green EnviroTech;

(q)  
Labor Matters . Green EnviroTech is not a party to any collective agreement relating to the Green EnviroTech Business with any labor union or other association of employees and no part of the Green EnviroTech Business has been certified as a unit appropriate for collective bargaining or, to the knowledge of Green EnviroTech, has made any attempt in that regard and Green EnviroTech has no reason to believe that any current employees will leave Green EnviroTech’s employ as a result of this Merger;
 
 
Execution and Performance of Agreement

(r)  
Authorization and Enforceability . The execution and delivery of this Agreement, and the completion of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of Green EnviroTech and the Green EnviroTech  Shareholders;

(s)  
No Violation or Breach . The execution and performance of this Agreement will not

(i)  
violate the charter documents of Green EnviroTech or result in any breach of, or default under, any loan agreement, mortgage, deed of trust, or any other agreement to which Green EnviroTech is a party,

(ii)  
give any person any right to terminate or cancel any agreement including, without limitation, Green EnviroTech Material Contracts, or any right or rights enjoyed by Green EnviroTech ,

(iii)  
result in any material alteration of Green EnviroTech’s obligations under any agreement to which Green EnviroTech is a party including, without limitation, the Green EnviroTech Material Contracts,

(iv)  
result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against Green EnviroTech,

(v)  
result in the imposition of any tax liability to Green EnviroTech relating to Green EnviroTech Assets or the Green EnviroTech Shares, or

(vi)  
violate any court order or decree to which Green EnviroTech is subject;

Green EnviroTech Assets - Ownership and Condition
 
 
 
 
(t)  
No Option .  No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of any of the Green EnviroTech Assets;
 
 
(u)  
Green EnviroTech Material Contracts . The Green EnviroTech Material Contracts constitute all of the material contracts of Green EnviroTech;

(v)  
No Default . There has not been any default in any material obligation of Green EnviroTech or any other party to be performed under any of the Green EnviroTech Material Contracts, each of which is in good standing and in full force and effect and unamended, and Green EnviroTech is not aware of any default in the obligations of any other party to any of the Green EnviroTech  Material Contracts;
 
 
 
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Green EnviroTech Assets – Green EnviroTech Goodwill and Other Assets

(w)  
Green EnviroTech does not have any knowledge of any infringement by Green EnviroTech of any patent, trademark, copyright or trade secret;

 
The Business of Green EnviroTech

(x)  
Maintenance of Business . Since the date of the Green EnviroTech Financial Statements, the Green EnviroTech Business has been carried on in the ordinary course, and Green EnviroTech  has not entered into any material agreement or commitment except in the ordinary course; and

(y)  
Subsidiaries . Other than as provided on Schedule 5.1(y) annexed hereto, does not have any subsidiaries and does not otherwise own, directly or indirectly, any shares or interest in any other corporation, partnership, joint venture or firm.

Non-Merger and Survival

5.2              The representations and warranties of Green EnviroTech contained herein will be true at and as of Closing in all material respects as though such representations and warranties were made as of such time.  Notwithstanding the completion of the transactions contemplated hereby, the waiver of any condition contained herein (unless such waiver expressly releases a party from any such representation or warranty) or any investigation made by Wolfe Creek the representations and warranties of Green EnviroTech shall survive the Closing for a period of two (2) years.

Indemnity

5.3              Green EnviroTech agrees to indemnify and save harmless Wolfe Creek from and against any and all claims, demands, actions, suits, proceedings, assessments, judgments, damages, costs, losses and expenses, including any payment made in good faith in settlement of any claim (subject to the right of Green EnviroTech to defend any such claim), resulting from the breach by Green EnviroTech of any representation or warranty of Green EnviroTech  made under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished by Green EnviroTech to Wolf Creek hereunder.  Legal fees and other costs of defending and prosecuting this action shall be borne by Green EnviroTech.


ARTICLE 6
COVENANTS OF GREEN ENVIROTECH

Covenants

6.1              Green EnviroTech covenants and agrees with Wolfe Creek that it will:

(a)  
Conduct of Business . Until the Closing, conduct the Green EnviroTech Business diligently and in the ordinary course consistent with the manner in which the Green EnviroTech Business generally has been operated up to the date of execution of this Agreement;

(b)  
Preservation of Business .  Until the Closing, use its best efforts to preserve the Green EnviroTech  Business and the Green EnviroTech Assets;
 
 
 
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(c)  
Procure Consents . Until the Closing, take all reasonable steps required to obtain, prior to Closing, any and all third party consents required to permit the Merger and to preserve and maintain the Green EnviroTech Assets, including the Green EnviroTech Material Contracts; and

(d)  
Reporting and Internal Controls . From and after the Effective Time, forthwith take all required actions to implement internal controls on the business of the Surviving Company to ensure that the Surviving Company complies with Section 13(b)(2) of the Exchange Act.

Authorization

6.2              Green EnviroTech hereby agrees to authorize and direct any and all federal, state, municipal, foreign and international governments and regulatory authorities having jurisdiction respecting Green EnviroTech to release any and all information in their possession respecting Green EnviroTech to Wolfe Creek. Green EnviroTech shall promptly execute and deliver to Wolfe Creek any and all consents to the release of information and specific authorizations which Wolfe Creek requires to gain access to any and all such information.

Survival

6.3              The covenants set forth in this Article shall survive the Closing for the benefit of Wolfe Creek.


ARTICLE 7
CONDITIONS PRECEDENT

Conditions Precedent in favor of Wolfe Creek

7.1              Wolfe Creek obligations to carry out the transactions contemplated hereby are subject to the fulfillment (or waiver by Wolfe Creek) of each of the following conditions precedent on or before the Closing:

(a)  
all documents or copies of documents and securities issuances and wire transfers required to be executed and delivered to Wolfe Creek as set forth in Article 9 hereof will have been so executed and delivered;

(b)  
all of the terms, covenants and conditions of this Agreement to be complied with or performed by Green EnviroTech at or prior to the Closing will have been complied with or performed;
 
 
(c)  
 title to the Green EnviroTech Shares held by the Green EnviroTech Shareholders will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever not created by or through Wolfe Creek and/or the Acquirer;

(d)  
the Certificates of Merger shall be executed by Green EnviroTech in form acceptable for filing with Secretary of State of Nevada;

(e)  
subject to Article 8 hereof, there will not have occurred:
 
 
(i)  
any material adverse change in the financial position or condition of Green EnviroTech, its liabilities or the Green EnviroTech Assets or any damage, loss or other change in circumstances materially and adversely affecting the Green EnviroTech  Business or the Green EnviroTech Assets or Green EnviroTech’s right to carry on the Green EnviroTech Business, other than changes in the ordinary course of business, none of which has been materially adverse, or

(ii)  
any damage, destruction, loss or other event, including changes to any laws or statutes applicable to Green EnviroTech or the Green EnviroTech Business (whether or not covered by insurance) materially and adversely affecting Green EnviroTech, the Green EnviroTech Business or the Green EnviroTech Assets;
 
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(f)  
the transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the subject matter hereof, if any; and

(g)  
all representations and warranties of Green EnviroTech contained herein shall be true and correct as of the Closing Date.



Waiver by Wolfe Creek

7.2              The conditions precedent set out in the preceding section are inserted for the exclusive benefit of Wolfe Creek and any such condition may be waived in whole or in part by Wolfe Creek at or prior to Closing by delivering to Green EnviroTech a written waiver to that effect signed by Wolfe Creek. In the event that the conditions precedent set out in the preceding section are not satisfied on or before the Closing, Wolfe Creek shall be released from all obligations under this Agreement.

Conditions Precedent in Favor of Green EnviroTech

7.3              The obligations of Green EnviroTech to carry out the transactions contemplated hereby are subject to the fulfillment of each of the following conditions precedent on or before the Closing:

(a)  
all documents or copies of documents required to be executed and delivered to Green EnviroTech   or the Green EnviroTech Shareholders hereunder will have been so executed and delivered;

(b)  
the Wolfe Creek Executive shall have tendered her resignation in a form reasonably acceptable to Green EnviroTech, and the Green EnviroTech’s Shareholders’ nominees shall have been appointed to Wolfe Creek’s board of directors in a form reasonably acceptable to Green EnviroTech;

(c)  
Wolfe Creek shall have no liabilities (or all outstanding liabilities shall be satisfied at Closing);

(d)  
all of the terms, covenants and conditions of this Agreement to be complied with or performed by Wolfe Creek or the Acquirer at or prior to the Closing shall have been complied with or performed;

(e)  
Green EnviroTech shall have completed its review and inspection of the books and records of Wolfe Creek and its subsidiaries and shall be reasonably satisfied with same in all material respects;

(f)  
Wolfe Creek shall have delivered an irrevocable instruction letter to the transfer agent to issue the Acquisition Shares to be issued pursuant to the terms of the Merger to the Green EnviroTech  Shareholders and the Acquisition Shares will be registered on the books of Wolfe Creek in the name of the Green EnviroTech Shareholders at the Effective Time;


(g)  
title to the Acquisition Shares will be free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever;

(h)  
the Certificates of Merger shall be executed by the Acquirer in form acceptable for filing with the Secretary of State of Nevada;

(i)  
subject to Article 8 hereof, there will not have occurred

(i)  
any material adverse change in the financial position or condition of Wolfe Creek, its subsidiaries, their assets or liabilities or any damage, loss or other change in circumstances materially and adversely affecting Wolfe Creek or the Wolfe Creek Business or Wolf Creek’s right to carry on the Wolfe Creek Business, other than changes in the ordinary course of business, none of which has been materially adverse, or
 
17
 
(ii)  
any damage, destruction, loss or other event, including changes to any laws or statutes applicable to Wolfe Creek or the Wolfe Creek Business (whether or not covered by insurance) materially and adversely affecting Wolfe Creek, its subsidiaries or its assets;

(l)  
the transactions contemplated hereby shall have been approved by all other regulatory authorities having jurisdiction over the subject matter hereof, if any;

(m)  
all representations and warranties of Wolfe Creek and the Acquirer contained herein shall be true and correct as of the Closing Date; and

(n)  
Wolfe Creek shall prepare appropriate tax returns for Wolfe Creek and any of its subsidiaries as contemplated in Section 3.1(x) and shall submit such return to Green EnviroTech for its review and comment; Wolfe Creek shall incorporate any reasonable comments of Green EnviroTech into such tax returns and after Wolfe Creek shall file such returns with the appropriate jurisdiction. Wolfe Creek shall pay and be responsible for all filing fees, penalties and payments related to such tax returns.

Waiver by Green EnviroTech

7.4              The conditions precedent set out in the preceding section are inserted for the exclusive benefit of Green EnviroTech and any such condition may be waived in whole or in part by Green EnviroTech at or prior to the Closing by delivering to Wolfe Creek a written waiver to that effect signed by Green EnviroTech.  In the event that the conditions precedent set out in the preceding section are not satisfied on or before the Closing Green EnviroTech shall be released from all obligations under this Agreement.

Nature of Conditions Precedent

7.5              The conditions precedent set forth in this Article 7 are conditions of completion of the transactions contemplated by this Agreement and are not conditions precedent to the existence of a binding agreement. Each party acknowledges receipt of the sum of $1.00 and other good and valuable consideration as separate and distinct consideration for agreeing to the conditions precedent in favor of the other party or parties set forth in this Article 7 .

Confidentiality

7.6              Notwithstanding any provision herein to the contrary, the parties hereto agree that the existence and terms of this Agreement are confidential and that if this Agreement is terminated pursuant to the preceding section the parties agree to return to one another any and all financial, technical and business documents delivered to the other party or parties in connection with the negotiation and execution of this Agreement and shall keep the terms of this Agreement and all information and documents received from Green EnviroTech and Wolfe Creek and the contents thereof confidential and not utilize nor reveal or release same, provided, however, that Wolfe Creek may be required to issue news releases regarding the execution and consummation of this Agreement and file a Current Report on Form 8-K with the Commission respecting the proposed Merger contemplated hereby together with such other documents as are required to maintain the currency of Wolfe Creek’s filings with the Commission.

ARTICLE 8
RISK

Material Change in the Business of Green EnviroTech

8.1              If any material loss or damage to the Green EnviroTech  Business occurs prior to Closing and such loss or damage, in Wolfe Creek’s  reasonable opinion, cannot be substantially repaired or replaced within sixty (60) days, Wolfe Creek shall, within two (2) days following any such loss or damage, by notice in writing to Green EnviroTech, at its option, either:
 
18
 
(a)  
terminate this Agreement, in which case no party will be under any further obligation to any other party; or

(b)  
elect to complete the Merger and the other transactions contemplated hereby, in which case the proceeds and the rights to receive the proceeds of all insurance covering such loss or damage will, as a condition precedent to Wolfe Creek’s obligations to carry out the transactions contemplated hereby, be vested in Green EnviroTech or otherwise adequately secured to the satisfaction of Wolfe Creek on or before the Closing Date.

Material Change in the Wolfe Creek Business

8.2              If any material loss or damage to the Wolfe Creek Business occurs prior to Closing and such loss or damage, in Green EnviroTech's reasonable opinion, cannot be substantially repaired or replaced within sixty (60) days, Green EnviroTech shall, within two (2) days following any such loss or damage, by notice in writing to Wolf Creek, at its option, either:

(a)  
terminate this Agreement, in which case no party will be under any further obligation to any other party; or

(b)  
elect to complete the Merger and the other transactions contemplated hereby, in which case the proceeds and the rights to receive the proceeds of all insurance covering such loss or damage will, as a condition precedent to Green EnviroTech’s obligations to carry out the transactions contemplated hereby, be vested in Wolfe Creek or otherwise adequately secured to the satisfaction of Green EnviroTech on or before the Closing Date.


ARTICLE 9
CLOSING

Closing

9.1              The Merger and the other transactions contemplated by this Agreement will be closed on or before November 31, 2009, in accordance with the closing procedure set out in this Article 9 .

Documents to be Delivered by Green EnviroTech

9.2              On or before the Closing, Green EnviroTech will deliver or cause to be delivered to Wolfe Creek:
 
 
(a)  
an executed copy of this Agreement;

(b)  
all reasonable consents or approvals required to be obtained by Green EnviroTech for the purposes of completing the Merger and preserving and maintaining the interests of Green EnviroTech under any and all Green EnviroTech Material Contracts and in relation to Green EnviroTech Assets;

(c)  
an officers certificate containing articles, bylaws, and certified copies of such resolutions of the shareholders and directors of Green EnviroTech as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

(d)  
an acknowledgment from Green EnviroTech of the satisfaction of the conditions precedent set forth in Section 7.3 ; and


(e)  
such other documents as Wolfe Creek reasonably require to give effect to the terms and intention of this Agreement.
 
 
 
 
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Documents to be Delivered by Wolfe Creek

9.3              On or before the Closing, Wolfe Creek and the Acquirer shall deliver or cause to be delivered to Green EnviroTech:

(a)  
an executed copy of this Agreement;

(b)  
an irrevocable instruction letter to the transfer agent to issue share certificates representing the Acquisition Shares duly registered in the names of the Green EnviroTech;

(c)  
an officers certificate containing articles, bylaws, and certified copies of such resolutions of the directors of Wolfe Creek and the Acquirer as are required to be passed to authorize the execution, delivery and implementation of this Agreement;

(d)  
a certified copy of a resolution of the directors of Wolfe Creek dated as of the Closing Date appointing the nominees of the Green EnviroTech Shareholders to the board of directors of Wolfe Creek;

(e)  
resignation of the Wolfe Creek Executive in a form reasonably acceptable to Green EnviroTech;

(f)  
an opinion of counsel to Wolfe Creek reasonably acceptable to Green EnviroTech;

(g)  
proof of the filing of all tax returns referred to in Section 3.1(x) in the appropriate jurisdictions for Wolfe Creek and any of its subsidiaries;

(h)  
an acknowledgement from Wolfe Creek of the satisfaction of the conditions precedent set forth in Section 7.1 hereof; and

(i)  
such other documents as Green EnviroTech may reasonably require to give effect to the terms and intention of this Agreement.
 
(j)  
 
 
ARTICLE 10
POST-CLOSING MATTERS

General

10.1              Forthwith after the Closing, Wolfe Creek and Green EnviroTech agree to use all their best efforts to:

(a)  
file the Certificates of Merger with the Secretary of State of Nevada; and

(b)  
issue a news release reasonably acceptable to each party reporting the Closing; and

(c)  
file a Form 8-K with the Commission disclosing the terms of this Agreement which includes audited financial statements of Green EnviroTech  as well as pro forma financial information of Green EnviroTech and Wolfe Creek as required by Regulation S-X as promulgated by the Commission (all at no cost to the Green EnviroTech Shareholders); and

(d)  
take such steps as required to change the name of Wolfe Creek  to “Green EnviroTech  Holdings, Corp.” as of the earliest practical date following the date hereof but in any event within 60 days of the Closing;


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ARTICLE 11
GENERAL PROVISIONS

Arbitration

11.1              The parties hereto shall attempt to resolve any dispute, controversy, difference or claim arising out of or relating to this Agreement by negotiation in good faith.  If such good negotiation fails to resolve such dispute, controversy, difference or claim within thirty (30) days after any party delivers to any other party a notice of its intent to submit such matter to arbitration, then any party to such dispute, controversy, difference or claim may submit such matter to arbitration.

              Any action or proceeding seeking to enforce any provision of, or based upon any right arising out of, this Agreement shall be settled by binding arbitration by a panel of three (3) arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association and governed by the laws of the State of Nevada (without regard to the choice-of-law rules or principles of that jurisdiction).  Judgment upon the award may be entered in any court located in the State of New York, and all the parties hereto hereby expressly waive any objections or defense based upon lack of personal jurisdiction.

              Each of the plaintiff and defendant party to the arbitration shall select one (1) arbitrator (or where multiple plaintiffs and/or defendants exist, one (1) arbitrator shall be chosen collectively by such parties comprising the plaintiffs and one (1) arbitrator shall be chosen collectively by those parties comprising the defendants) and then the two (2) arbitrators shall mutually agree upon the third arbitrator.  Where no agreement can be reached on the selection of either a third arbitrator or an arbitrator to be named by either a group of plaintiffs or a group of defendants, any implicated party may apply to a judge of the courts of the State of New York, to name an arbitrator.    Process in any such action or proceeding may be served on any party anywhere in the world.

Indemnification Provisions

11.2           Notice to Indemnifying Party.  If any party (the " Indemnitee ") receives notice of any claim or the commencement of any action or proceeding with respect to which the other party (or parties) is obligated to provide indemnification (the " Indemnifying Party ") pursuant to Section 3.3 or Section 5.3 hereof, the Indemnitee shall give the Indemnifying Party written notice thereof within a reasonable period of time following the Indemnitee’s receipt of such notice.  Such notice shall describe the claim in reasonable detail and shall indicate the amount (estimated if necessary) of the losses that have been or may be sustained by the Indemnitee.  The Indemnifying Party may, subject to the other provisions of this Section 11.2 , compromise or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such matter involving the asserted liability of the Indemnitee in respect of a third-party claim.  If the Indemnifying Party elects to compromise or defend such asserted liability, it shall within thirty (30) days (or sooner, if the nature of the asserted liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee, shall reasonably cooperate, at the request and reasonable expense of the Indemnifying Party, in the compromise of, or defense against, such asserted liability.  The Indemnifying Party will not be released from any obligation to indemnify the Indemnitee hereunder with respect to a claim without the prior written consent of the Indemnitee, unless the Indemnifying Party delivers to the Indemnitee a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnitee and a complete release of the Indemnitee with respect thereto.  The Indemnifying Party shall have the right to conduct and control the defense of any third-party claim made for which it has been provided notice hereunder.  All costs and fees incurred with respect to any such claim will be borne by the Indemnifying Party.  The Indemnitee will have the right to participate, but not control, at its own expense, the defense or settlement of any such claim; provided, that if the Indemnitee and the Indemnifying Party shall have conflicting claims or defenses, the Indemnifying Party shall not have control of such conflicting claims or defenses and the Indemnitee shall be entitled to appoint a separate counsel for such claims and defenses at the cost and expense of the Indemnifying Party.   If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably required for such defense.
 
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Notice

11.3              Any notice required or permitted to be given by any party will be deemed to be given when in writing and delivered to the address for notice of the intended recipient by personal delivery, prepaid  certified or registered mail, or Facsimile. Any notice delivered by mail shall be deemed to have been received on the fourth business day after and excluding the date of mailing, except in the event of a disruption in regular postal service in which event such notice shall be deemed to be delivered on the actual date of receipt. Any notice delivered personally or by Facsimile shall be deemed to have been received on the actual date of delivery.

Addresses for Service

11.4              The address for service of notice of each of the parties hereto is as follows:

(a)  
Wolfe Creek or the Acquirer:

Wolf Creek Mining, Inc.
15868 SW Kimball Ave.
Lake Oswego, OR97035.
Attn:  Kristen Paul, President
Phone:  (503) 344-6213
Fax: (503) 974-9692

With a copy to:

Robert Weaver, Esq.
721 Devon Court
Sandiego, CA 92109
Phone: (858) 488-4433

(b)  
Green EnviroTech:

Green EnviroTech Corp.
114 S Main Street, Suite 201
Fond Du Lac, WI
Phone: (209) 881-3523
Facsimile: (209) 881-3529

With a copy to:

Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Attn:  Andrea Cataneo, Esq.
Phone:  (212) 930-9700
Telecopier:  (212) 930-9725


Change of Address

11.5              Any party may, by notice to the other parties change its address for notice to some other address in North America and will so change its address for notice whenever the existing address or notice ceases to be adequate for delivery by hand. A post office box may not be used as an address for service.

Further Assurances

11.6              Each of the parties will execute and deliver such further and other documents and do and perform such further and other acts as any other party may reasonably require to carry out and give effect to the terms and intention of this Agreement.
 
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Time of the Essence

11.7              Time is expressly declared to be the essence of this Agreement.

Entire Agreement

11.8              The provisions contained herein constitute the entire agreement among Green EnviroTech , the Acquirer and Wolfe Creek, respecting the subject matter hereof and supersede all previous communications, representations and agreements, whether verbal or written, among Green EnviroTech, the Acquirer and Wolfe Creek with respect to the subject matter hereof.

Enurement

11.9              This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

Assignment

11.10              This Agreement is not assignable without the prior written consent of the parties hereto.

Expenses

11.11               Each party agrees to pay, without right of reimbursement from any other party and regardless of whether or not the transaction is consummated, the costs incurred by it in connection with this transaction, including legal fees and other costs incidental to the negotiation of the terms of the transaction and the preparation of related documentation; notwithstanding anything to the contrary herein.

Counterparts

11.12              This Agreement may be executed in counterparts, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Agreement. Delivery of executed copies of this Agreement by Facsimile will constitute proper delivery, provided that originally executed counterparts are delivered to the parties within a reasonable time thereafter.

Applicable Law

11.13            This Agreement and all issues arising out of or relating to this Agreement will be governed by and construed solely and exclusively under the laws  of the State of New York as applied to agreements among New York residents and entered into and to be performed entirely within New York. .


Termination

11.14           This Agreement may only be terminated at any time prior to the Closing Date:

(a)           upon mutual written consent authorized by the Board of Directors of Wolfe Creek and Green EnviroTech; or

(b)           by either Wolf Creek or Green EnviroTech if the Closing shall not have been consummated by the close of business on November 31, 2009.

[Remainder of page intentionally left blank.]
 
23
 

IN WITNESS WHEREOF the parties have executed this Agreement effective as of the day and year first above written.
 
 
 
WOLFE CREEK MINING, INC.  
   
 
 
   
/s/ Kristen Paul
 
Name: Kristen Paul
 
Title: President   
   
   
GREEN ENVIROTECH ACQUISITON CORP.  
   
   
   
/s/ Kristen Paul
 
Name: Kristen Paul
 
Title: President   
   
   
GREEN ENVIROTECH CORP.  
   
   
   
/s/ Gary DeLaurentiis
 
Name: Gary DeLaurentiis
 
Title: President   



 24
 
EXHIBIT 99.2
 
 
WOLFE CREEK MINING, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2009
 
 
 
                       
             
                       
                         
                         
   
Historical
                   
   
Wolfe Creek
   
GET
   
Adjustments
   
Consolidated
 
                         
ASSETS
                       
                         
Current Assets
                       
Cash
  $ 6,442     $ 17,761     $ -     $ 24,203  
                                 
Total current assets
    6,442       17,761       -       24,203  
                                 
Fixed Assets
                               
Property and equipment
    -       -       -       -  
                                 
                                 
                                 
TOTAL ASSETS
  $ 6,442     $ 17,761     $ -     $ 24,203  
                                 
                                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                               
                                 
Current Liabilities
                               
Accounts payable
  $ -     $ 38,212     $ -     $ 38,212  
Due to related parties
    5,000       166,290       -       171,290  
                                 
TOTAL LIABILITIES
    5,000       204,502       -       209,502  
                                 
Common stock
    4,000       8,824       (8,824 )     4,000  
                                 
Additional paid-in capital
    36,000       79,411       (29,734 )     85,677  
                                 
Deficits accumulated during the development
    (38,558 )     (274,976 )     38,558       (274,976 )
   stage
                               
                                 
                                 
TOTAL STOCKHOLDERS' DEFICIT
    1,442       (186,741 )     -       (185,299 )
                                 
TOTAL LIABILITIES & STOCKHOLDERS'
                               
EQUITY
  $ 6,442     $ 17,761     $ -     $ 24,203  
                                 
 
 
1
WOLFE CREEK MINING, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009
 
                       
             
 
                   
                         
                         
   
Historical
                   
   
Wolfe Creek
   
GET
   
Adjustment
   
Consolidated
 
                         
Revenues, net
  $ -     $ -     $ -     $ -  
                                 
Expenses
                               
General and administration
    9,845       178,041       -       187,886  
Depreciation and amortization expense
    -       -               -  
                                 
                                 
Total expenses
    9,845       178,041       -       187,886  
                                 
Net loss before provision for
                               
income taxes
  $ (9,845 )   $ (178,041 )   $ -     $ (187,886 )
                                 
Loss per share, basic and diluted
  $ (0.00 )   $ (0.02 )           $ (0.05 )
                                 
Weighted average number of shares outstanding
    4,000,000       8,823,529               4,000,000  
 
 
 
 
2
 
WOLFE CREEK MINING, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2008
                       
             
                   
                         
                         
   
Historical
                   
   
Wolfe Creek
   
GET
   
Adjustment
   
Consolidated
 
                         
Revenues, net
  $ -     $ -     $ -     $ -  
                                 
Expenses
                               
General and administration
    12,608       96,877       -       109,485  
Depreciation and amortization expense
    7,000       -       -       7,000  
                                 
                                 
Total expenses
    19,608       96,877       -       116,485  
                                 
Net loss before provision for
                               
income taxes
  $ (19,608 )   $ (96,877 )   $ -     $ (116,485 )
                                 
Loss per share, basic and diluted
  $ (0.00 )   $ (0.01 )           $ (0.03 )
                                 
Weighted average number of shares outstanding
    4,000,000       8,823,529               4,000,000  
                                 
 
 
 
3
 
WOLFE CREEK MINING, INC.
PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


The following unaudited pro forma consolidated financial statements give effect to the reverse acquisition of Green EnviroTech Corp. (“GET”) by Wolfe Creek Mining, Inc. (“Wolfe Creek” and the “Company”) and are based on estimates and assumptions set forth herein and in the notes to such pro forma statements.

In October 2009, GET entered into an Agreement and Plan of Merger with Wolfe Creek and upon closing of the transaction, GET became a wholly-owned subsidiary of Wolfe Creek (the “Agreement”).

In accordance with the Agreement, the 4,000,000 issued and outstanding shares of common stock of Wolfe Creek and simultaneously, the 8,823,529 shares of common stock that GET has issued and outstanding will convert at a .3400005 per share ratio into new shares of Wolfe Creek. On October 14, 2009  Kristen  Paul,  the sole  officer and  director of the Company sold her 3,000,000 shares of Common Stock to Green EnviroTech Corp., which shares are being cancelled.


This transaction is being accounted for as a reverse acquisition and a recapitalization.  Magnolia is the acquirer for accounting purposes.

The following unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2009 and the year ended December 31, 2008 gives effect to the above as if the transactions had occurred at the beginning of the period.  The unaudited pro forma consolidated balance sheet at September 30, 2009 assumes the effects of the above as if this transaction had occurred as of January 1, 2008.
 
 
4
 
 
WOLFE CREEK MINING, INC.
PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


The unaudited pro forma consolidated financial statements are based upon, and should be read in conjunctions with Wolfe Creek’s audited financial statements as of and for the year ended December 31, 2008 and interim financial statements for the nine months ended September 30, 2009 and the historical financial statements of GET for the period October 6, 2008 (Inception) through December 31, 2008 and for the nine months ended September 30, 2009.

The unaudited pro forma consolidated financial statements and notes thereto contained forward-looking statements that involve risks and uncertainties.  Therefore, our actual results may vary materially from those discussed herein.  The unaudited pro forma consolidated financial statements do not purport to be indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative our future results.
 
 
5

WOLFE CREEK MINING, INC.
NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – ACCOUNTING TREATMENT APPLIED AS A RESULT OF THIS TRANSACTION
The transaction is being accounted for as reverse acquisition and recapitalization.  GET is the acquirer for accounting purposes.  Wolfe Creek is the issuer.  Accordingly, GET’s historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the transaction.  The accumulated deficit of GET is carried forward after the acquisition.  Operations prior to the transactions are those of GET.  Earnings per share for the period prior to the transaction are restated to reflect the equivalent number of shares outstanding.

NOTE B – ADJUSTMENT

(a)  
To eliminate Wolfe Creek’s historical expenses to reflect reverse acquisition and a recapitalization treatment.

(b)  
To record the cancellation of the Kristen Paul 3,000,000 shares and the simultaneous conversion of the GET shares into new Wolfe Creek shares.


NOTE C – PRO FORMA WEIGHTED AVERAGES SHARES OUTSTANDING

Pro forma shares outstanding assuming the transaction occurred as of September 30, 2009:
 
Wolfe Creek Shares Outstanding
    4,000,000  
         
Cancellation of shares
    (3,000,000 )
         
Shares issued in reverse merger with GET
    3,000,000  
         
Pro forma shares outstanding
    4,000,000