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): March 25, 2011

GREEN ENVIROTECH HOLDINGS CORP.
(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)
     
PO Box 692
5300 Claus Road
Riverbank, CA 95367

 (Address of principal executive offices) (zip code)

(209) 863-9000
 (Registrant's telephone number, including area code)

(Former name, if changed since last report)

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

N/A
 (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))

 
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Item 1.01 Entry into a Material Definitive Agreement.

On March 25, 2011, Green EnviroTech Holdings Corp. (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to Securities Purchase Agreement, dated as of February 14, 2011, among the Company, Magic Bright Limited, a Hong Kong corporation (“Magic Bright”), and the members of Magic Bright listed on Schedule 1 thereof (the “Sellers”), as amended by Amendment No. 1 to Securities Purchase Agreement, dated as of March 25, 2011 (as amended, the “Purchase Agreement”). Pursuant to Amendment No. 2, the deadline for the closing of the acquisition by the Company of the issued shares of Magic Bright under the Purchase Agreement was extended from March 25, 2011 to March 30, 2011.

Item 9.01. Financial Statements and Exhibits.

   
10.1
Amendment No. 2, dated March 25, 2011, to Securities Purchase Agreement, among the Company, Magic Bright and the Sellers
   
 
 


 
 

 

 
 
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
GREEN ENVIROTECH HOLDINGS CORP.
 
       
Dated: March 31, 2011  
By:
/s/ Gary DeLaurentiis
 
   
Name: Gary DeLaurentiis
Title: Chief Executive Officer
 
       
       

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EXHIBIT 10.1
 
 

 
AMENDMENT NO.2 TO SECURITIES PURCHASE AGREEMENT
 
This Amendment No. 2 to Securities Purchase Agreement (this “ Amendment ” ), dated as of March 25, 2011, is entered into by and among Green EnviroTech Holdings Corp., a Delaware corporation (the “ Purchaser ” ), Magic Bright Limited, a corporation existing under the laws of Hong Kong (“Magic Bright ” ), and the members of Magic Bright named on the signature pages hereto (collectively, the “ Sellers ” ).
 
WITNESSETH:
 
WHEREAS, on February 14, 2011, the Purchaser, Magic Bright and the Sellers entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”);
 
WHEREAS, on March 16, 2011, the Purchaser, Magic Bright and the Sellers entered into Amendment No. 1 to the Securities Purchase Agreement (as amended, referred to hereinafter as the “Securities Purchase Agreement”);
 
WHEREAS, the Purchaser, Magic Bright and the Sellers desire to amend the Securities Purchase Agreement as more particularly set forth below;
 
NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:
 
1.           Section 1.1 of the Securities Purchase Agreement shall be deleted in its entirety and replaced by the following which shall be inserted in lieu thereof:

 
“Upon the terms and subject to the conditions contained herein, on or before March 30, 2011 (the “Closing Date”), each Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from each Seller, all Ordinary Shares of Magic Bright owned by such Seller set forth opposite such Seller's name on Schedule 1 attached hereto.”
 
 
2.           Except as modified herein, the terms of the Securities Purchase Agreement shall remain in full force and effect.
 
3.           This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment.  A signature delivered by facsimile shall constitute an original.
 
[Signature Page Follows]
 
[SIGNATURE PAGE TO AMENDMENT TO SECURITIES PURCHASE AGREEMENT]
 
 
 
 
 
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of this 25th day of March, 2011.
 
GREEN ENVIROTECH HOLDINGS CORP.
 
By: /s/ Gary DeLaurentiis
Name: Gary DeLaurentiis
Title: Chief Executive Officer

 
MAGIC BRIGHT LIMITED
 

 
By: /s/ Wong Kwok Wing Tony
Name: Wong Kwok Wing Tony
Title: Director
 

SELLERS:
 

 
  /s/ Wong Kwok Wing Tony
 Wong Kwok Wing Tony


 
/s/ Chan Sau Fong
Chan Sau Fong