- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

For the quarterly period ended June 30, 2010

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

For the transition period from ______to______.

GREEN ENERGY LIVE, INC.

(Exact name of registrant as specified in Charter)

Nevada		333-148661		33-1155965
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

1740 44th Street, Suite 5-230

Wyoming, MI 49519-6443

(Address of Principal Executive Offices)

(866) 460-7336

(Registrants Telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for each shorter period that the registrant was required to submit and post such files). Yes o No o

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

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x

The number of shares outstanding of the issuer’s common stock was 1,238,842,495 shares of common stock, as of August 23, 2010. There are approximately 322 shareholders of the Company as of August 23, 2010.

GREEN ENERGY LIVE, INC.

FORM 10-Q

June 30, 2010

INDEX

PART I—INTERIM FINANCIAL INFORMATION (UNAUDITED)

		Page
Item 1.	Interim Condensed Consolidated Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Control and Procedures	24

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Removed and Reserved	26
Item 5.	Other Information	26
Item 6.	Exhibits and Reports on Form 8-K	27

SIGNATURE

PART I. INTERIM FINANCIAL INFORMATION

Item 1. Interim Condensed Consolidated Financial Statements

GREEN ENERGY LIVE, INC. AND SUBSIDIARY
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2010			2009
ASSETS	(unaudited)			(as restated)

CURRENT ASSETS
Cash and cash equivalents	$	2,259		$	8,052
Trade accounts receivables, net		81,471			-
Prepaid expenses and other assets		25,350			38,450
Other receivable - related party		-			56,770
Total current assets		109,080			103,272

PROPERTY AND EQUIPMENT, net		782,275			842,327

OTHER ASSETS
Deferred costs of patents		80,530			80,530
Intangible asset, net		92,294			97,373

TOTAL ASSETS	$	1,064,179		$	1,123,502

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	630,286		$	221,869
Accrued consulting fees - related party		233,000			306,000
Accrued board compensation		427,000			-
Current portion of long-term debt		7,982			26,446
Acquisition note payable to related party - current portion		486,273			309,099
Convertible notes payable to related party, net of discount		189,066			33,691
Convertible notes payable, net of discount		80,753			4,345
Derivative liabilities		470,884			219,739
Total current liabilities		2,525,244			1,121,189

ACQUISITION NOTE PAYABLE - RELATED PARTY		-			230,033

LONG-TERM DEBT		194,012			297,033
Total liabilities		2,719,256			1,648,255

STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value; 1,500,000,000 and 3,000,000,000
shares authorized, 890,364,586 and 658,553,338 shares issued and
outstanding at June 30, 2010 and December 31, 2009 , respectively		89,035			65,854
Additional paid-in capital		4,748,998			1,905,363
Common stock subscription		(206,927	)		-
Accumulated deficit		(6,286,183	)		(2,495,970	)
Total stockholders' deficit		(1,655,077	)		(524,753	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,064,179		$	1,123,502

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

GREEN ENERGY LIVE, INC. AND SUBSIDIARY
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009

REVENUES	$	142,077		$	-		$	280,416		$	-

COST OF REVENUES		19,760			-			43,366			-

GROSS PROFIT		122,317			-			237,050			-

COSTS AND EXPENSES:
Employee compensation		308,970			35,317			429,671			73,835
Board compensation		511,500			-			847,000			-
General and administrative		157,212			47,646			329,441			78,208
Consulting fees - related party		176,000			72,000			236,000			150,000
Professional fees		124,229			49,723			238,248			72,869
Depreciation and amortization		33,562			1,686			67,147			3,343
Total costs and expenses		1,311,473			206,372			2,147,507			378,255

OTHER INCOME (EXPENSE)
Premium costs for acquisition debt extinguishment - related party		-			-			(1,005,840	)		-
Premium costs for accounts payable settlement - related party		(93,334	)		-			(573,292	)		-
Interest expense		(144,690	)		-			(289,447	)		-
Loss on change in fair value of derivative liabilities		(9,813	)		-			(11,177	)		-
Loss on disposal of equipment		-			-			-			(213	)
Total other expense		(247,837	)		-			(1,879,756	)		(213	)

NET LOSS	$	(1,436,993	)	$	(206,372	)	$	(3,790,213	)	$	(378,468	)

BASIC AND DILUTED NET LOSS
PER COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		879,249,241			581,927,010			789,306,511			576,340,200

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

GREEN ENERGY LIVE, INC. AND SUBSIDIARY
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(unaudited)

					Additional		Common						Total
	Common Stock				Paid-In		Stock			Accumulated			Stockholders'
	Shares		Amount		Capital		Subscription			Deficit			Deficit

Balances, January 1, 2010 (as restated)		658,553,338	$	65,854	$	1,905,363	$	-		$	(2,495,970	)	$	(524,753	)

Issuances of common stock in exchange
for consulting services		6,000,000		600		80,400					-			81,000

Issuances of common stock in exchange
for consulting services - related party		12,000,000		1,200		124,800					-			126,000

Issuances of common stock in exchange
for board member services		40,000,000		4,000		416,000					-			420,000

Issuance of common stock in exchange
for debt extinguishment - related parties		70,875,619		7,088		814,204					-			821,292

Issuance of common stock in exchange
for convertible note conversion		4,681,929		468		39,389					-			39,857

Issuance of common stock in exchange for
common stock subscription and acquisition note
extinguishment - related party, at fair value		98,253,700		9,825		1,368,842		(306,927	)		-			1,071,740

Share subscription received		-		-		-		100,000			-			100,000

Net loss		-		-		-		-			(3,790,213	)		(3,790,213	)

Balances, June 30, 2010		890,364,586	$	89,035	$	4,748,998	$	(206,927	)	$	(6,286,183	)	$	(1,655,077	)

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

GREEN ENERGY LIVE, INC. AND SUBSIDIARY
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

	Six Months Ended June 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,790,213	)	$	(378,468	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on disposal of equipment		-			213
Depreciation and amortization		67,147			3,343
Common shares issued in exchange for services		67,500			80,600
Common shares issued in exchange for services - related party		126,000			-
Common shares issued for board compensation		420,000			-
Accretion of interest on acquisition note		13,041			-
Accretion of debt discount as interest expense		250,470			-
Premium costs for acquisition debt extinguishment - related party		1,005,840			-
Premium costs for accounts payable settlement - related party		573,292			-
Unrealized loss on change in fair value of derivative liabilities		11,177			-
Interest expense on derivative recognition		631			-
Change in operating assets and liabilities:
Trade accounts receivable		(81,471	)		-
Other receivable - related party		56,770			-
Prepaid expenses and other assets		26,600			6,000
Accounts payable and accrued expenses		448,923			132,048
Accrued consulting fees - related party		135,001			60,000
Accrued board compensation		427,000			-
NET CASH USED IN OPERATING ACTIVITIES		(242,292	)		(96,264	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(2,016	)		(593	)
Deferred costs of developing patents		-			(4,985	)
NET CASH USED IN INVESTING ACTIVITIES		(2,016	)		(5,578	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		250,000			-
Proceeds from convertible notes - related party		10,000			-
Long-term debt repayments		(121,485	)		-
Proceeds from issuance of common stock		100,000			99,415
NET CASH PROVIDED BY FINANCING ACTIVITIES		238,515			99,415

NET CHANGE IN CASH AND CASH EQUIVALENTS		(5,793	)		(2,427	)
CASH AND CASH EQUIVALENTS, beginning of period		8,052			4,467

CASH AND CASH EQUIVALENTS, end of period	$	2,259		$	2,040

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS:
Common shares issued for acquisition debt extinguishment and note receivable	$	65,900		$	-
Common shares issued for stock subscription		306,927			-
Common shares issued for accounts payable settlement - related party		248,000			-
Common shares issued for debt conversion/extinguishment of derivative liability		39,857			-
Derivative liabilities recognized at issuance of convertible notes		259,318			-

SUPPLEMENTAL DISCLOSURES OF OTHER CASH FLOWS INFORMATION:
Cash paid for interest	$	20,215		$	-
Cash paid for taxes	$	-		$	-

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

GREEN ENERGY LIVE, INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF FINANCIAL STATEMENT PRESENTATION

Interim Financial Information

The accompanying unaudited interim condensed consolidated financial statements of Green Energy Live, Inc. (the “Company”, “GELV”, or “we”) have been prepared in accordance with principles generally accepted in the United States of America for interim financial information and applicable rules of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The interim condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2009. Operating results for the three months and six months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010.

2. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Green Energy Live, Inc. (the “Company” or “GELV”) was incorporated on January 17, 2007 and is headquartered in Wyoming, Michigan. The Company is a renewable energy technology company focused on developing and commercializing energy conversion technology in the emerging field of fossil fuel alternatives, and is currently in the process of implementing its strategic plan, raising equity capital and seeking acquisition candidates to accomplish its growth strategies. The Company has one operating subsidiary, Comanche Livestock Exchange, LLC (“CLE”), located in Comanche, Texas. CLE is in the business of providing livestock auction, feed, and cattle services for customers in the West Texas region.

Principles of Consolidation

The accompanying interim condensed consolidated financial statements include the accounts of Green Energy Live, Inc. and its subsidiary. All material intercompany accounts and transactions have been eliminated in consolidation. Revenues and expenses of acquired companies are included as of the effective date of acquisition.

Development Stage Operations

Prior to the acquisition of CLE on July 24, 2009, the Company had presented its financial statements as a development stage enterprise as it had not realized significant revenues or operations. The Company considers itself to have exited its development stage as of the acquisition of CLE. Due to the Company having been in the development stage prior to the acquisition of CLE, results of operations are not comparable for financial periods presented prior to that acquisition.

Revenue Recognition

Revenue is generally recognized at the time of marketing sales or performance of services. The Company records commission revenue upon the consummation of sale at the weekly auctions. Funds are collected and remitted to sellers upon receipt of cash. The sales and collection cycle is typically completed within one week of auction. Revenue from the sale of feed is recorded at the time of sale. Fees for services are recorded when performed. The Company extends credit on a limited basis, generally a maximum of seven days, to select auction customers approved by management. Based on this policy, the Company does not believe any allowance for uncollectible accounts receivable is required at June 30, 2010.

Estimates and Assumptions

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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.

Deferred Costs

The Company has two patents pending final federal regulatory approval and one patent authorized by the Unites States Patent Office. Patent amounts, consisting of consulting and legal fees, are stated at cost and are expected to be amortized over their useful life that reflects the entity’s consumption of the expected benefits related to the asset and when patent protection contributes directly or indirectly to the future cash flows of the Company.

Property, Equipment and Depreciation

Land is carried at cost. Property and equipment are stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets as follows: furniture, fixtures and equipment (3-7 years), software (3-5 years), and buildings (39 years). Maintenance, repairs, and minor alterations are charged to operations as expenditures occur.

Intangible Assets

Purchased intangible assets are amortized over their useful lives unless these lives are determined to be indefinite. The intangible asset is related to the CLE acquisition and consists of customer relationships being amortized over a 10-year period.

Impairment of Long Lived Assets

The Company reviews long-lived assets and the identifiable intangible asset for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Derivative Instruments

The Company does not enter into derivative contracts for purposes of risk management or speculation. However, from time to time, the Company enters into contracts, namely convertible notes, that are not considered derivative financial instruments in their entirety, but that include embedded derivative features.

In accordance with FASB ASC Topic 815-15, Embedded Derivatives, and guidance provided by the SEC Staff, the Company accounts for these embedded features as a derivative liability at fair value, and the unrealized changes in the values of these derivatives are recorded in the statement of operations as gain or loss on derivatives. The recognition of the fair value of derivative liabilities at the date of issuance is applied first to the debt proceeds. The excess fair value, if any, over the proceeds from a debt instrument, is recognized immediately in the statement of operations as interest expense. The value of derivatives associated with a debt instrument is recognized at inception as a discount to the debt instrument. This discount is amortized over the life of the debt instrument. A determination is made upon settlement, exchange, or modification of the debt instruments to determine if a gain or loss on the extinguishment has been incurred based on the terms of the settlement, exchange, or modification and on the value allocated to the debt instrument at such date.

With the assistance of an independent valuation consultant, the Company values the derivative liability within debt instruments using a multinomial lattice pricing model based on a probability weighted discounted cash flow model. The model uses market-sourced and assumption inputs. Selection of these inputs involves management’s judgment and may impact net loss. The fair value of the derivative liabilities are subject to the changes in the trading value of common stock. As a result, the Company’s financial statements may fluctuate from quarter-to-quarter based on factors, such as the bid price of the stock at the balance sheet date, the amount of shares converted by note holders, and changes in the determination of market-sourced inputs. Consequently, the Company’s financial position and results of operations may vary materially from quarter-to-quarter based on conditions other than its operating revenues and expenses.

Stock-Based Payments

The Company records common stock issued for services or premiums paid for liability extinguishments at the closing market price for the date in which obligation for payment of services is incurred.

Income Taxes

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax law or rates. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

Earnings (Loss) Per Share (“EPS”)

Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares, excluding unvested restricted stock outstanding during the period. Diluted EPS is computed by dividing net income available to common shareholders by the weighted average number of common and potential common shares outstanding during the period, which includes the common shares issuable upon conversion of the outstanding notes. For the three months ended June 30, 2010 and 2009, shares issuable upon conversion of the notes were anti-dilutive because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.

Reclassifications

Certain reclassifications have been made to conform the prior periods’ data to the current presentation. These reclassifications had no effect on reported losses.

Subsequent Events

We have evaluated subsequent events and transactions for potential recognition or disclosure in the interim condensed consolidated financial statements. See Note 12 for subsequent events.

Recently Adopted and Issued Accounting Standards

Adopted

Effective January 1, 2010, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) on January 21, 2010, to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. The changes also clarify existing disclosure requirements related to how assets and liabilities should be grouped by class and valuation techniques used for recurring and nonrecurring fair value measurements. The adoption of these changes had no impact on the interim condensed consolidated financial statements.

Effective January 1, 2010, the Company adopted changes issued by the FASB on February 24, 2010, to accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or available to be issued, otherwise known as “subsequent events.” Specifically, these changes clarified that an entity that is required to file or furnish its financial statements with the Securities and Exchange Commission (“SEC”) is not required to disclose the date through which subsequent events have been evaluated. Other than the elimination of disclosing the date through which management has performed its evaluation for subsequent events, the adoption of these changes had no impact on the interim condensed consolidated financial statements.

Issued

In January 2010, the FASB issued changes to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose, in the reconciliation of fair value measurements using significant unobservable inputs (Level 3), separate information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). These changes become effective for the Company beginning January 1, 2011. Other than the additional disclosure requirements, management has determined these changes will not have an impact on the interim condensed consolidated financial statements.

3. GOING CONCERN

The Company's interim condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

The ability of the Company to continue as a going concern is also dependent upon its ability to successfully accomplish its plans to generate revenue from business conducted by developing and commercializing energy conversion technology. The accompanying interim condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.

4. FAIR VALUE MEASUREMENTS

The Company evaluates the fair value of certain of its financial assets required to be measured on a recurring basis. Under FASB Accounting Standards Codification (“ASC”) Topic 820, based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 – Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date.

Level 2 – Inputs to the valuation methodology are:

·	Quoted prices for similar assets or liabilities in active markets.

·	Quoted prices for identical or similar assets or liabilities in inactive markets.

·	Inputs other than quoted prices that are observable for the asset or liability.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability, including assumptions regarding risk.

Derivative liabilities

The derivative liabilities are embedded within the Company’s various convertible debentures. These instruments were valued using pricing models which incorporate the Company’s stock price, credit risk, volatility, U.S. risk free rate, transaction details such as contractual terms, maturity and amount of future cash inflows, as well as assumptions about probability and the timing of certain events taking place in the future. These embedded derivatives are included in derivative liabilities in the accompanying consolidated balance sheet at June 30, 2010. For a summary of the changes in the fair value of these embedded derivatives, see Note 6.

The Company had no assets and liabilities that are measured and recognized at fair value as of June 30, 2010 on a non-recurring basis. The Company’s cash and cash equivalents, trade and related party receivables, accounts payable, and accrued liabilities carrying values approximates their fair value amounts due to their current maturities as of June 30, 2010. The Company’s acquisition and long term notes payable carrying values approximate their fair value amounts due to the terms of these notes and the Company discounting the acquisition note to its fair value at the date of the CLE acquisition.

Assets/liabilities as measured at fair value on a recurring basis by input type consist of the following at June 30, 2010:

	Fair Value Measurements
	Using Input Type
	Level 1		Level 2		Level 3		Total

Derivative liabilities	$	-	$	-	$	470,884	$	470,884

Changes in the fair value of the Company’s Level 3 assets/liabilities for the three and six months ended June 30, 2010 consist of the following:

	Level 3 Liabilities:
	Derivative Liabilities

Balance, January 1, 2010	$	219,739
Convertible note issuances and settlements, net		178,309
Unrealized loss in fair value		(1,364	)

Balance, March 31, 2010		396,684
Convertible note issuances and settlements, net		84,013
Unrealized loss in fair value		(9,813	)

Balance, June 30, 2010	$	470,884

5. ACQUISITION – COMANCHE LIVESTOCK EXCHANGE, LLC

As previously reported, effective July 24, 2009, the Company acquired all outstanding membership interests in Comanche Livestock Exchange, LLC (“CLE”). The purpose of the acquisition is to provide a large client base for the Company’s biomass to fuel system. As initial consideration, the sole CLE member (“Seller”) received 7,500,000 common shares of GELV with a market value of $50,000 at closing. The Company also executed a Promissory Note to the Seller with an initial face value of $950,000, to be reduced by two pre-existing long-term debt obligations owed by CLE, totaling $334,100. These notes were not paid off and were assumed by the Company, thereby reducing the initial Promissory Note to $615,900. The Promissory Note is unsecured and bears no interest. Accordingly, the Company recorded the Promissory Note at a present value of $577,510, with an imputed interest rate of 5%. A reconciliation of the Promissory Note face value to the principal recorded on acquisition date by the Company is as follows:

Note face value	$	950,000
Reduction for debt assumed by Company		(334,100	)
		615,900
Imputed interest		(38,390	)

Present value of Promissory Note, at acquisition date	$	577,510

Under the terms of the Stock Purchase Acquisition Agreement (“Purchase Agreement”) and the Promissory Note, $450,000 in cash (reduced to $115,900 due to Seller’s debt assumed by the Company noted above) was due by the Company within 60 days after effective registration of shares with the Securities and Exchange Commission (“First Installment”), the registration of which was to occur by September 15, 2009. Two further installment payments of $250,000 each are due 12 months and 24 months after the closing date. On October 15, 2009, the Company and Seller executed a modification to the Purchase Agreement, extending the required SEC registration date to December 30, 2009. In addition, the modification required two Promissory Note payments of $25,000 to occur in October and November 2009, with the remaining First Installment balance due on December 30, 2009. The Company was in default on the $65,900 remaining First Installment balance due on December 30, 2009. In a series of transactions from February 5, 2010 to March 30, 2010 the Seller agreed to convert the remaining First Installment balance into shares of common stock of the Company (see Note 6). In consideration for the modification of Promissory Note terms, the Company issued 400,000 common shares to the Seller at a market value of $24,000. The Company expensed this amount as acquisition costs for the year ended December 31, 2009. The Company is currently past due on payment of the 2 nd note installment of $250,000, which was due July 24, 2010. The Company has received no demand or notice of default from the Seller, however due to this default the entire remaining Promissory Note principal was reclassified to a current liability at June 30, 2010.

P ro Forma Information

Unaudited pro forma information for the Company is presented below as if the acquisition of CLE had taken place as of January 1, 2009. This pro forma information does not purport to be indicative of the results of operations which would have resulted had the acquisition been consummated at the date assumed.

	Green Energy Live			Comanche
	(As Reported)			(Pro Forma)		Combined
	(unaudited)			(unaudited)		(unaudited)

Revenues	$	-		$	389,466	$	389,466
Net income (loss)	$	(378,468	)	$	7,204	$	(371,264	)
Basic and diluted per share loss	$	(0.00	)			$	(0.00	)

6. DEBT

CLE Acquisition Note Debt Conversion

As previously reported, as of December 31, 2009 the Company owed a remaining balance of $65,900 of the initial $450,000 installment payment (“First Installment”) of the $950,000 Promissory Note due under the CLE Stock Purchase Agreement (“Purchase Agreement”) to the former owner of CLE, Mr. Dean Cagle. Also as previously reported, after the acquisition Mr. Cagle has remained as President of CLE under an employment agreement with the Company. In a series of four transactions over the period February 5, 2010 to March 18, 2010, Mr. Cagle was issued convertible debt agreements from the Company and converted the $65,900 remaining balance to Company common stock. The debt balance was converted at a 30% conversion ratio based on the closing market price for the day previous to each conversion date, which ranged from $0.010 to $0.0168.

In addition to cash payments made to Mr. Cagle in 2009, these conversions resulted in a final settlement of the First Installment. A total of 98,253,700 common shares with a total market value of $1,378,667 were issued to Mr. Cagle as a result of these conversions. Of the total market value in common stock issued, $1,005,840 represented and was recorded as a premium payment on the original debt owed and $65,900 as debt payment, resulting in an excess of $306,927 recorded as a common stock subscription. This excess stock value paid to Mr. Cagle represents the amount of the mortgage note balance outstanding as of March 31, 2010 on the CLE land and buildings that had been assumed by the Company as a part of the acquisition of CLE, although it remains personally guaranteed by Mr. Cagle. Under the terms of the Purchase Agreement, the Promissory Note was to be reduced by any debt assumed by the Company at closing. However, it was the intent of both the Company and Mr. Cagle for the First Installment to be settled in its entirety prior to Mr. Cagle paying off the mortgage note. With the final settlement of the First Installment on March 18, 2010, Mr. Cagle became obligated to pay off the mortgage note in full. In the 2 nd quarter of 2010, Mr. Cagle paid $100,000 of the mortgage note which the Company recorded as a reduction to the common stock receivable. The Company expects the balance to be paid in the 3 nd quarter of 2010 (see Long-Term Debt below).

Long-Term Debt

Long-term debt totaling $201,994 at June 30, 2010 consists of a note payable to a bank, collateralized by CLE’s land and buildings. The note is payable over 143 months through May 25, 2022. Monthly payments are $2,873, or more, including interest charged at a rate of prime plus 0.25%. This note is personally guaranteed by Mr. Cagle, the former owner and current President of CLE, and is expected to be paid off by him during the 3 rd quarter of 2010 in accordance with terms of the CLE Purchase Agreement (see CLE Acquisition Note Debt Conversion above).

Convertible Notes

As of June 30, 2010 the Company had outstanding convertible notes to related parties and non-related parties in the aggregate amount of $200,219 and $266,336, respectively. The various issuances of all convertible notes outstanding at June 30, 2010 are as follows:

Issue Dates	Interest Rate			Face Value			Due Date

Related Parties
7/1/09		8	%	$	3,007		6/30/11
10/5/09		5	%		8,500		4/5/10
10/14/09		5	%		26,690		4/14/10
10/21/09		5	%		20,522		4/30/10
10/30/09		5	%		41,299		4/30/10
11/9/09		5	%		39,956		5/8/10
11/24/09		5	%		10,345		5/24/10
11/30/09		5	%		10,000		5/28/10
12/27/09		5	%		29,900		5/28/10
5/13/10		5	%		10,000		11/13/10
Total related parties					200,219
Unamortized Discounts					(11,153	)
Total convertible notes payable, net of unamortized discounts				$	189,066

Unrelated Parties
12/24/2009		5	%		16,336		6/30/10
1/4/2010 *		8	%		75,000		9/23/10
2/8/2010 *		8	%		50,000		12/1/10
3/1/2010 *		8	%		50,000		12/1/10
4/17/2010 *		8	%		75,000		1/27/10
Total unrelated parties					266,336
Unamortized Discounts					(185,583	)
Total convertible notes payable, net of unamortized discounts				$	80,753

* Issued to Asher Enterprises, Inc

The activity associated with the amortization of discounts on notes payable for the period from January 1, 2010 to June 30, 2010 is as follows:

Discount on Convertible notes - related party

Balance January 1, 2010	$	156,528
Additions		-
Amortization		(85,804	)
Balance March 31, 2010		70,724
Additions		9,628
Amortization		(69,199	)
Balance June 30, 2010	$	11,153

Discount on Convertible notes

Balance January 1, 2010	$	31,991
Additions		174,949
Amortization		(41,783	)
Balance March 31, 2010		165,157
Additions		74,109
Amortization		(53,683	)
Balance June 30, 2010	$	185,583

Asher Enterprises, Inc. Convertible Notes

The convertible notes issued to Asher Enterprises, Inc. (“Asher”) are due and payable on the due dates with interest of 8% per annum. These notes are convertible at the election of Asher from time to time after the issuance date. In the event of default, the amount of principal and interest not paid when due bear interest at the rate of 22% per annum and the notes become immediately due and payable. Should that occur, the Company is liable to pay Asher 150% of the then outstanding principal and interest. The note agreements contain covenants requiring Asher’s written consent for certain activities not in existence or not committed to by the Company on the issue date of the notes, as follows: dividend distributions in cash or shares, stock repurchases, borrowings, sale of assets, certain advances and loans in excess of $100,000, and certain guarantees to third-party liabilities. Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any time by Asher after the issuance date into an equivalent of the Company’s common stock determined by 50% of the average of the three lowest closing trading prices of the Company’s common stock during the ten trading days prior to the date the conversion notice is sent by Asher.

Other Convertible Notes

Convertible notes other than those issued to Asher are due and payable on the due dates with interest. At the election of the Company, upon maturity, note principal and interest accrued thereon can be converted in whole, or in part, into an equivalent of the Company’s common stock determined by 50% of the average closing trading price of the Company’s common stock on consecutive trading days immediately preceding the date of conversion, which in the terms of the note agreements range from ten days to one month.

The Company evaluated the conversion feature embedded in the convertible notes to determine if such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. Due to the note not meeting the definition of a conventional debt instrument because it contained a diluted issuance provision, the convertible notes were accounted for in accordance with ASC 815. According to ASC 815, the derivatives associated with the convertible notes were recognized as a discount to the debt instrument, and the discount is being amortized over the life of the note and any excess of the derivative value over the note payable value is recognized as additional interest expense at issuance date. The Company recognized an initial derivative liability at the time of each note issuance, at fair value totaling $259,318, during the six months ended June 30, 2010 in connection with the issuance of the aggregate of $260,000 in convertible notes. Also, $258,687 was recorded as a discount to the notes and $631 was recognized immediately in the consolidated statement of operations as interest expense.

Further, and in accordance with ASC 815, the embedded derivatives are revalued at each balance sheet date and marked to fair value with the corresponding adjustment as a “gain or loss on change in fair value of derivatives” in the consolidated statement of operations. As of June 30, 2010, the fair value of the embedded derivatives included on the accompanying consolidated balance sheet was $470,884. During the six months ended June 30, 2010, the Company recognized a loss on change in fair value of derivative liability totaling $11,177. Key assumptions used in the valuation of derivative liabilities associated with the convertible notes at June 30, 2010 were as follows:

·	The stock price would fluctuate with an annual volatility of 66%. The volatility is based upon industry averages of historical volatilities for 14 comparable companies.

·	An event of default would occur 5% of the time, increasing 0.10% per quarter.

·	Conversion to stock would be limited by the average trading volume, and the holder would convert throughout the period.

·	The Company would have funds available to redeem the notes 0% of the time, increasing 0.5% per quarter to a maximum of 5%.

·	Notes that had matured were effectively extended one year.

On April 30, 2010, an existing convertible note holder was issued 4,681,929 common shares in exchange for the settlement of a $20,000 note, and the $19,350 related embedded derivative liability and $507 accrued interest. The total market price at the date of the exchange of the shares was $30,433, resulting in recognition of additional paid in capital of $9,966.

As of August 23, 2010, the related party notes maturing during the period April 5, 2010 through May 8, 2010 have been neither paid nor converted by the Company. In accordance with the note agreements, these notes became due upon written demand by the note holder after their stated maturity dates and will continue to accrue interest at the stated 5% rate until paid or converted. There has been no demand for payment or conversion by the note holders as of August 23, 2010.

7. STOCKHOLDERS’ DEFICIT

Shares Issued for Related Party Accounts Payable and Debt Cancellation

On February 12, 2010, the Company issued 31,828,000 common shares, in exchange for cancellation of $148,000 in debt payable to an employee leasing company for $70,000 and $52,000 past due monthly service fees of the CEO and the former Chairman of the Board of Directors, respectively and $26,000 employee leasing company service fees. The total market price at the date of the exchange of the 31,828,000 common shares was $451,958, resulting in recognition of $303,958 in premium costs for settlement of related party accounts payable.

On March 19, 2010, existing stockholders were issued 20,000,000 common shares in exchange for cancellation of $60,000 in accounts payable past due for monthly contract service fees. The total market price at the date of the exchange of the 20,000,000 shares was $236,000, resulting in recognition of $176,000 in premium costs for settlement of related party accounts payable.

During the 1 st quarter of 2010, the Company issued 98,253,700 common shares to Mr. Dean Cagle, the former CLE owner and current CLE President in a series of note conversions. These shares represented conversion of the remaining $ 65,900 First Installment balance owed to Mr. Cagle under the terms of the CLE Purchase Agreement and Promissory Note (see Note 5). The shares were converted at 30% of the closing price of the Company’s stock at the conversion dates. The market value of the shares issued as a result of the conversions totaled $ 1,378,667. Upon issuing the stock, the Company recorded a $ 65,900 reduction of the Promissory Note principal balance. Of the common stock value issued to Mr. Cagle in excess of the balance owed him for the First Installment, $ 306,927 was recorded to common stock subscription. At the time of the note conversion, this amount represented the principal balance of the mortgage note owed by CLE for the CLE facility and for which Mr. Cagle is obligated to pay off at the as he sells his shares. The remaining excess share value of $ 1,005,840 issued to Mr. Cagle was charged to premium costs for related party acquisition debt extinguishment (see Note 6).

On May 12, 2010, existing stockholders were issued 19,047,619 common shares in exchange for cancellation of $40,000 in accounts payable past due for monthly contract service fees. The total market price at the date of the exchange of the 20,000,000 shares was $133,334, resulting in recognition of $93,335 in premium costs for settlement of related party accounts payable.

Shares Issued for Conversion of Convertible Note

On April 30, 2010, existing Convertible note holder was issued 4,681,929 common shares in exchange for the settlement of a $20,000 Convertible note, and the $19,350, related embedded Derivative liability and $507 accrued interest. The total market price at the date of the exchange of the shares was $30,433, resulting in recognition of additional paid in capital of $9,414.

Shares Issued for Services

On February 2, 2010, the Company executed a consulting agreement for professional services relating to acquisition and financing services. Compensation for these services under the agreement is 6,000,000 common shares, which were issued February 19, 2010. The transaction has been recorded at the total market price of the shares of $81,000. During the three and six months ended March 31, 2010 and June 30, 2010, $27,000 and $67,500 of this amount was expensed for services rendered and $13,500 was recorded as prepaid expenses at June 30, 2010,

On April 1, 2010, the Company approved and issued 12,000,000 common shares to its former Board Chairman, who is also a shareholder for future consulting services. There is no specific timeframe for the future service period, and the former Board Chairman was immediately vested in these shares upon award. The total market value of these shares, issued on April 1, 2010, was $126,000, which the Company expensed in the 2 nd quarter of 2010 to consulting fees – related party.

Common Stock Award to Directors

In addition to the director compensation plan approved on April 1, 2010 (see Note 8), also on April 1, 2010, the Board approved and issued a total of 40,000,000 common shares to its three Directors for future service on the Board. There is no specific timeframe for the future service period, and the Directors were immediately vested in the shares upon award. The total market value of these shares, issued on April 1, 2010, was $420,000, which the Company recorded in the 2 nd quarter of 2010 to board compensation expense.

Common/Preferred Stock Modifications

On or about April 22, 2010, the Company received written consents in lieu of a meeting of stockholders from stockholders owning a majority of the issued and outstanding common shares authorizing the Board to amend the Company’s Articles of Incorporation regarding certain actions pertaining to the Company’s common and preferred shares. On April 22, 2010, the Board approved these actions, summarized as follows:

·	To increase the maximum number of stock that the Company shall be authorized to have outstanding at anytime to three billion (3,000,000,000) shares of common stock at par value of $0.0001.

To increase the maximum number of stock that the Company shall be authorized to have outstanding at anytime to twenty million (20,000,000) shares of blank check preferred stock at par value of $0.001. The Company may, at its sole discretion, issue these shares in sequential series designating the preference of such series and may designate from the series of preferred stock one or multiple shares with super voting rights, to be held by one or more individuals or entities for the sole purpose of control. The preferred shares designated as super voting shares will have an aggregate voting power at all times equal to 151% of any then issued and outstanding shares of common stock.

Reserved Shares

During the six months ended June 30, 2010, the Company reserved an additional 360,608,152 common shares for future issuance in accordance with the terms of convertible notes issued to Asher Enterprises, Inc. (see Note 6). Pursuant to these notes, the Company agreed to reserve for future issuance a sufficient number of common shares to provide for the full conversion of the notes. The aggregate reserved common shares at June 30, 2010 were 375,008,152.

8. COMMITMENTS AND CONTINGENCIES

Board Compensation

On April 1, 2010, the Company’s Board of Directors approved a compensation plan (the “Plan”) for its Directors who since inception, had been serving without compensation. The Plan was made effective retroactively to January 1, 2010. Based on the three directors now serving, the Plan provides for a total of $30,500 per month in compensation to the Directors. The Plan also approved one-time bonus payments to be made to any future Directors, which the Board approved for the existing Directors as well. Under the Plan, monthly compensation and bonus payments were $91,500 and $244,000, respectively, resulting in a total of $335,500 in Board compensation expense for the three months ended March 31, 2010. In the 2 nd quarter of 2010, $91,500 was expensed under the Plan. In addition, the Directors received a common stock award valued at $420,000, resulting in total board compensation expense of $511,500 and $847,000 for the three and six months ended June 30, 2010.

Consulting Agreement

On January 1, 2010, the Company executed an agreement with a consulting firm to receive strategic acquisition and financing services, for which the Company is committed to pay this firm $10,000 per month. The term of the agreement is 12 months and is cancellable only in the event either party violates material provisions of the agreement. This contract was canceled in the 2 nd quarter of FY10.

9. RELATED PARTY TRANSACTIONS (OTHER THAN THOSE PREVIOUSLY DISCLOSED)

Stockholder Contracts

The Company has entered into various agreements with certain related parties to provide services. Fees for these services are included in the statements of operations as consulting fees to related parties. The terms of the agreements are described below:

The Company entered into an agreement on January 18, 2007, with a stockholder to provide consulting services at a rate of $20,000 per month. The fees for such services for the three month and six months ended June 30, 2010 were $60,000 and $120,000. During the 1 st quarter of 2010, the Company issued a total of 20,000,000 shares of common stock on the conversion of the past due monthly service fees of $60,000 (see Note 6).Amounts payable related to this contract were $180,000 as of June 30, 2010.

The Company entered in an agreement with the CEO of the Company effective January 17, 2007, to provide consulting services at rates ranging from $3,000 to $5,000 per month, as well as an agreement to serve as President of the Company and perform related services for $5,000 per month. Both contracts terms were month to month and were replaced with an employment contract on January 1, 2009. Amounts payable related to this contract were $70,000 as of December 31, 2009. In the 1 st quarter of 2010, the Company issued shares of common stock on the conversion of the past due monthly service fees of $70,000 (see Note 6). This agreement terminated as of January 1, 2009, at which time the CEO entered into an employment agreement with the Company. Under this agreement, as of January 1, 2010 the CEO’s compensation was increased to $20,000 per month. As of April 1, 2010, the CEO’s compensation was reduced to $14,000 per month.

The Company has an agreement with a stockholder and the former Chairman of the Board of Directors effective January 17, 2007, to provide consulting services to the Company at a rate of $6,000 per month. The terms of the agreement are month to month. Payments for these services are made to an employee leasing company and then remitted to the former Chairman. The fees for such services for the three month and six months ended June 30, 2010 were $18,000 and $36,000. During the 1 st quarter of 2010, the Company issued shares of common stock on the conversion of the past due monthly service fees of $55,000 (see Note 6). Amounts payable related to this contract were $134,000 as of June 30, 2010. In the 2 nd quarter of 2010, the Company issued this individual common shares valued at $126,000 for services in addition to the existing agreement described above (see Note 7).

CLE Officer Compensation

During the three months ended June 30, 2010, the Company determined it would not seek repayment of amounts owed by the former CLE owner (currently the President of CLE) and instead award it to the CLE President as additional compensation for his services. The Company had recorded these amounts owed in prior periods as other receivable - related party. Accordingly, the Company expensed these amounts, totaling $202,026, to compensation during the 2 nd quarter of 2010.

10. INTANGIBLE ASSETS

The following table discloses information regarding the carrying amounts and associated amortization for intangible assets:

	June 30, 2010			December 31, 2009
	(unaudited)
Gross carrying amount	$	101,588		$	101,588
Accumulated amortization1		(9,295	)		(4,215	)
Net carrying amount	$	92,294		$	97,373

Amortization expense related to intangible assets totaled $5,080 and $0 during the six months ended June 31, 2010 and 2009. The net carrying amount will be amortized over the following schedule:

2010	$	5,080
2011		10,159
2012		10,159
2013		10,159
2014		10,159
Thereafter		46,578
	$	92,294

11. RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS

Derivatives Liabilities

The Company has restated the financial statements for the three months ended March 31, 2010 and for the year ended December 31, 2009 to correct errors in the accounting for all of its convertible notes issued during these periods. Upon issuance of these notes, the Company had determined the notes to contain beneficial conversion features, and recorded the conversion feature value for each note as an increase to additional paid-in capital with an off-setting discount to the note’s face values. During the above stated periods, the note discounts had been amortized to interest expense and accreted to the notes’ carrying values.

During the 2 nd quarter of 2010, the Company discovered the agreements pertaining to these notes contained certain contingent conversion terms. In accordance with guidance previously issued by the SEC, the Company determined that the nature of these terms required the notes to have been accounted for as derivative instruments under FASB ASC Topic 815, Derivatives and Hedging . Under Topic 815, derivatives are to be classified as assets or liabilities, not equity transactions, and initially measured at fair value with any changes in fair value between periods reported as unrealized gains or losses. The Company had an independent valuation of the imbedded derivative for these notes as of March 31, 2010 and December 31, 2009, and made the appropriate corrective effects to the balance sheets and statement of operations for these periods.

Cash/Accrued Expenses

At March 31, 2010 and December 31, 2009, the Company had not recorded uncleared checks issued to sellers resulting from auction proceeds as a reduction of cash and the related seller liability accounts. The Company has corrected these accounts for these periods so that they are reduced by the amount of seller checks issued and outstanding at the end of these reporting periods. There was no effect to earnings as a result of these adjustments to the three months ended March 31, 2010 and the year ended December 31, 2009.

Common Stock Subscription

The Company recorded $306,927 owed by a related party for common shares issued by the Company in the 1 st quarter of 2010 as a note receivable and classified it as a current asset in the balance sheet as of March 31, 2010. The Company has determined this amount should have been recorded as a common stock subscription and presented it as a reduction of equity as of March 31, 2010. There was no effect to earnings as a result of this adjustment to the three months ended March 31, 2010.This is due to the

fact that a repayment of this asset is contingent upon the shareholder’s ability to sell our common stock in the future, and that the Company erroneously created a receivable through the issuance of its own common stock. This asset is now appropriately classified in shareholders’ equity as an amount due from common stock transactions.

The effects of restatement from the above described corrections to the consolidated balance sheet and statement of operations as of March 31, 2010 and the three months then ended compared to that originally reported are as follows:

	March 31, 2010
	As Reported			Adjustment				As Restated

Cash and cash equivalents	$	20,764		$	(17,641	)	(a)	$	3,123
Restricted cash		186,291			(186,291	)	(a)		-
Other receivable - related party		104,062			-				104,062
Note receivable - related party		306,927			(306,927	)	(c)		-
Other current assets		134,010			-				134,010
Total current assets		752,054			(510,859	)			241,195
Non-current assets		987,893			-				987,893
Total assets	$	1,739,947		$	(510,859	)		$	1,229,088

Accounts payable and accrued expenses		1,120,766			(203,932	)	(a)	$	916,834
Current portion of long-term debt		259,027			-				259,027
Convertible notes payable to related party		138,990			(19,495	)	(b)		119,495
Convertible notes payable		55,085			(8,907	)	(b)		46,178
Derivative liabilities		-			396,684		(b)		396,684
Total current liabilities		1,573,868			164,350				1,738,218
Long-term debt		528,145			-				528,145
Total liabilities		2,102,013			164,350				2,266,363

Common stock		81,462			-				81,462
Additional paid-in capital		4,379,935			(342,555	)	(b,d)		4,037,380
Common stock subscription		-			(306,927	)	(c)		(306,927	)
Accumulated deficit		(4,823,463	)		(25,727	)	(b,d)		(4,849,190	)
Total Stockholders' deficit		(362,066	)		(675,209	)			(1,037,275	)

Total liabilities and stockholders' deficit	$	1,739,947		$	(510,859	)		$	1,229,088

	Three Months Ended March 31, 2010
	As Reported			Adjustment				As Restated

Total operating loss	$	(721,301	)	$	-			$	(721,301	)
Premium costs for acquisition debt extinguishment - related party		(936,840	)		(69,000	)	(d)		(1,005,840	)
Premium costs for accounts payable settlement - related party		(489,958	)		10,000		(d)		(479,958	)
Interest expense		(161,659	)		16,902		(b)		(144,757	)
Gain (loss) on change in fair value of deriative liabilities		-			(1,364	)	(b)		(1,364	)
Net loss	$	(2,309,758	)	$	(43,462	)		$	(2,353,220	)

Basic and diluted net loss per common share	$	(0.00	)	$	(0.00	)		$	(0.00	)
Weighted average number of common shares outstanding		700,098,759			-				700,098,759

(a) Reclassification to present cash at net for auction seller checks issued but uncleared as of end of year.
(b) Recognition of derivative liability associated with convertible notes and reversal of beneficial conversion feature effects.
(c) Reclassification to present receivable associated with stock issuance as reduction of equity.
(d) Correction of error in stock price used for conversion of acquisition debt and accounts payable to common shares.

The effects of restatement on the consolidated balance sheet and statement of operations as of December 31, 2009 and the year then ended compared to that originally reported are as follows:

	December 31, 2009
	As Reported			Adjustment				As Restated

Cash and cash equivalents	$	31,979		$	(23,927	)	(a)	$	8,052
Restricted cash		72,874			(72,874	)	(a)		-
Other current assets		95,220			-				95,220
Total current assets		200,073			(96,801	)			103,272
Non-current assets		1,020,230			-				1,020,230
Total assets	$	1,220,303		$	(96,801	)		$	1,123,502

Accounts payable and accrued expenses	$	624,670		$	(96,801	)	(a)	$	527,869
Current portion of long-term debt		335,545			-				335,545
Convertible notes payable to related party		41,975			(8,284	)	(b)		33,691
Convertible notes payable		6,980			(2,635	)	(b)		4,345
Derivative liabilities		-			219,739		(b)		219,739
Total current liabilities		1,009,170			112,019				1,121,189
Long-term debt		527,066			-				527,066
Total liabilities		1,536,236			112,019				1,648,255

Common stock		65,854			-				65,854
Additional paid-in capital		2,131,918			(226,555	)	(b)		1,905,363
Accumulated deficit		(2,513,705	)		17,735		(b)		(2,495,970	)
Total Stockholders' deficit		(315,933	)		(208,820	)			(524,753	)

Total liabilities and stockholders' deficit	$	1,220,303		$	(96,801	)		$	1,123,502

	Year Ended December 31, 2009
	As Reported			Adjustment				As Restated

Total operating loss	$	(1,086,176	)	$	-			$	(1,086,176	)
Interest expense		(72,424	)		13,734		(b)		(58,690	)
Gain (loss) on change in fair value of deriative liabilities		-			4,001		(b)		4,001
Other income (expense), net		(226	)		-				(226	)
Net loss	$	(1,158,826	)	$	17,735			$	(1,141,091	)

Basic and diluted net loss per common share	$	(0.00	)	$	0.00			$	(0.00	)
Weighted average number of common shares outstanding		601,696,282			601,696,282				601,696,282

(a) Reclassification to present cash at net for auction seller checks issued but uncleared as of end of year.
(b) Recognition of derivative liability associated with convertible notes and reversal of beneficial conversion feature effects.

12. SUBSEQUENT EVENTS

Investment

On July 2, 2010, we paid an earnest deposit of $30,000 to a company with which we are currently in negotiations for acquiring part or all of the company’s stock. In the event that final terms are not reached to consummate this investment, we will have the option to convert the earnest deposit to shares in the company or be repaid via a one year note at 5% interest.

Debt Issuance

On July 8, 2010, the Company issued a note to a financing company for $37,000. The note bears interest at 9.5% and is due January 8, 2011. The note holder has the option to convert the note at any time to common shares of the Company, the number of shares of which shall be determined at 50% of the average closing prices for the five trading days preceding the conversion date.

Debt Conversions

In a series of transactions from July 6, 2010 to July 19, 2010, a total of $37,000 in principal relating to a $75,000 convertible noted issued January 4, 2010 to Asher Enterprises, Inc. (see Note 6) was converted to 47,367,889 common shares.

On July 16, 2010, 45,000,000 common shares were issued to an individual in settlement of $17,000 in accounts payable.

On August 6, 2010, three notes issued to a related party on July 1, 2010, October 15, 2010 and October 14, 2010 representing a combined principal balance of $38,197 were converted to 67,593,501 common shares.

On August 6, 2010, two notes issued to a related party on November 30, 2009 and December 27, 2009 representing a combined principal balance of $39,900 were converted to 70,592,063 common shares.

On August 6, 2010, a note issued to an unrelated party on December 24, 2010 with a principal balance of $16,336 was converted to 28,371,518 common shares.

On August 18, 2010, a note issued to a related party on October 30, 2010 with a principal balance of $41,299 was converted to 89,552,938 common shares.

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

The following discussion should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Without limitation, the words “believe”, “plans”, “expects” and similar expressions are intended to identify forward-looking statements regarding our intent, belief, and current expectation. These statements are not guarantees of future performance and are subject to risks and uncertainties that cannot be predicted or quantified. Consequently, actual results could differ materially from the expected or implied by such forward-looking statements. These forward-looking statements represent our judgment as of the date of the report. We disclaim, however, any intent or obligation to update any forward-looking statements.

We are a renewable energy technology company focused on developing and commercializing energy conversion technology in the emerging field of fossil fuel alternatives. Our business strategy is to grow through acquisitions of established companies that fit our business plan. The current market trends in the renewable energy industry have caused us to focus first on the biomass to fuel segment of the renewable energy industry, as well as in the “clean” part of the green industry.

In July, 2009, we exited the developmental stage and became operational with the acquisition of Comanche Livestock Exchange, LLC (“Comanche” or “CLE”) in Comanche, Texas. Comanche Livestock Exchange, LLC was one of the two acquisition candidates that were identified in late 2008 for which we had signed letters of intent for acquisition. We acquired Comanche because of its long time presence in the livestock market and its strategic location in the middle of Texas, a state with a large livestock industry. To offer a renewable energy solution in the biomass to fuel segment, Green Energy Live, Inc. must have a market presence or access to the livestock industry to reach potential end users of a biomass to fuel energy system. Comanche gives us the inroad into this market segment with its extensive customer base and its well regarded reputation.

On March 18, 2010, we completed payment of the first $450,000 installment (“First Installment”) of the $950,000 acquisition Promissory Note due to Mr. Dean Cagle, the former owner of CLE, under the CLE Stock Purchase Agreement. We accomplished this by a series of cash payments to Mr. Cagle in the fourth quarter of 2009, followed by conversions of the $65,900 remaining balance by Mr. Cagle to our common stock in the first quarter of 2010. A total of 98,253,700 common shares with a total market value of $1,378,667 were issued to Mr. Cagle as of result of these conversions. Of the total market value in common stock issued, $1,005,840 represented and was recorded as a premium payment on the original debt owed. $65,900 was recorded to debt payment, resulting in an excess of $306,927 in stock value received by Mr. Cagle over the recorded debt balance owed.

The excess stock value paid to Mr. Cagle represents the amount of the mortgage note balance outstanding as of March 31, 2010 on the CLE land and buildings that had been assumed by us as a part of the acquisition of CLE, although it remains personally guaranteed by Mr. Cagle. Under the terms of the Purchase Agreement, the Promissory Note was to be reduced by any debt assumed by us at closing. However, it was the intent of both we and Mr. Cagle for the First Installment to be settled in its entirety prior to Mr. Cagle paying off the mortgage note. With the final settlement of the First Installment on March 18, 2010, Mr. Cagle is obligated to pay off the mortgage note in full, which we expect will occur in the third quarter of 2010. Until that time, we have recorded the excess stock value issued to Mr. Cagle as a common stock subscription. During the 2 nd quarter of 2010, Mr. Cagle paid $100,000 against the outstanding mortgage principal, at which time we recorded a reduction of $100,000 to the common stock receivable. The remaining $500,000 balance on the Promissory Note is due in two annual installments of $250,000 beginning in July 2010 . The Company is currently past due on payment of the 2 nd note installment of $250,000, which was due July 24, 2010. We have received no demand or notice of default from Mr. Cagle, however due to this default we reclassified the entire remaining Promissory Note principal a current liability as of June 30, 2010.

We began discussions with Peck Electric, Inc. (“Peck”), in Burlington, Vermont in 2008 regarding our potential acquisition of this company. In 2009, Peck began to install solar energy systems and has added this offering to its business mix, which we feel makes this a strong fit for the next acquisition. Solar energy installations are also becoming a leading alternative to fossil fuel usage. We also intend to seek out growth in this market by acquiring Peck Solar, a division of Peck Electric, Inc. Peck Solar is a leading solar installation and design firm in Vermont. Our ability to enter into a definitive agreement to acquire Peck, and our ability to complete any such acquisition, will depend upon our ability to raise capital on favorable terms, which is not assured.

During our discussions with Peck Electric, the Company became aware of a new technology that treats animal waste and lowers the harmful Nitrogen and Phosphorus levels in that animal waste. Peck Electric makes components and assembles the machines that treat this animal waste. Green Energy Live, Inc., began discussions with this company who owns the licenses for the North American patents of this technology about becoming part of the Company. Talks are underway to bring this technology to the Company. However, any further action will depend upon our ability to raise capital on favorable terms, which is not assured. The Company is actively engaged in securing financing to finalize these transactions.

We have developed, acquired and maintained a portfolio of patent applications and an approved patent that form the proprietary base for our research and development efforts in the area of renewable energy. Assuming that our patent applications are granted, which is not assured, this technology base will provide a competitive advantage and will facilitate the successful development and commercialization of techniques and devices for use in a wide array of alternative energy approaches including bio-fuels, advanced fermentation, and a novel solar thermoelectric power generation technology. One of our three pending patents, entitled “The Direct Steam Injection Heater with Integrated Reactor and Boiler,” was approved and issued on July 14, 2009. Another of the patents was initially denied and is currently under appeal for approval. In the event our appeal on this patent is denied, we believe this will have no material effect on the execution of our business plan. No final communication has been received for the two pending patents.

There are strong competitors in our field that have superior financial resources. However, based on our market research and industry analysis, we believe that we will have a competitive advantage in the biomass to fuel industry segment, if we are able to raise a substantial amount of capital to execute our business plan, which is not assured.

We have conducted basic research regarding a potential biomass to fuel energy system, which has not yet been developed or acquired. We are focused on leveraging our key assets, including our intellectual property, our engineering team, our market insight and our capital, to accelerate the advancement of our basic or planned technologies. In addition, we have made preliminary inquiries regarding possible strategic collaborations with members of academia, industry and foundations which, if consummated, would further accelerate the pace of our research efforts. We are currently headquartered in Wyoming, Michigan (near Grand Rapids, Michigan).

Plan of Operation

Our initial funding was provided by the sale of shares pursuant to Regulation S from our founding through the third quarter of 2009. We began to actively look for other funding sources during the latter half of 2009 and received loans from shareholders and some convertible loans from various funding groups. During the first half of 2010, we received additional convertible loans and also issued stock to retire outstanding debt from various long term vendors. Other funding sources are currently being explored.

Our plan is to focus our market penetration on the animal waste part of the green energy industry. Through acquisitions, we hope to be able to offer turnkey solutions of alternate power for heavily concentrated livestock operations, as well as “clean” solutions in the animal waste portion of this industry. In addition to the animal waste market, we will have a presence in the solar power as well as natural fertilizer markets if we are able to acquire Peck Electric. We are actively seeking to acquire a company that has an existing animal waste cleaning system installed and operating, but our ability to do so depends on raising a sufficient amount of capital.

We hope to utilize our bioreactor technology that targets the bioremediation market. We have applied for a patent for this technology, which has the flexibility to be applied across many industries. We plan to target companies capable of leveraging the technology and capital that conforms with our financial selection criteria. We intend to acquire an ongoing entity, develop a working prototype, and then implement our marketing plan to move our technology into commercial applications. Our ability to do so is contingent on obtaining a significant quantity of additional capital, which is not assured.

Our strategy for acquiring existing entities is to give us the revenue earned by the acquired entities and obtain sufficient capital to be eventually listed on an exchange, thereby maximizing shareholder value. We believe that such acquisitions will allow us access to lower cost funding for future growth. We are targeting companies to acquire in the range of $5 million to $25 million in annual revenue. As previously stated, we have signed a letter of intent to acquire Peck Electric and are actively securing the financing for this transaction. We will continue using our prospecting system to identify other companies that are a good fit for our business plan. Again, our ability to do so is contingent on obtaining a significant quantity of additional capital, which is not assured.

Ethanol Plan

Eventually we plan to create an economically sustainable, socially beneficial, environmentally responsible ethanol process that uses an integrated approach to resource management for the economic and social betterment of the world’s farmers, rural communities, and citizens. However, it is extremely expensive to enter this market. We are exploring ways to produce ethanol with non food bio resources at a much smaller scale than currently being done. Our approved patent addresses one of the phases of production that will allow for smaller scale and thus lower cost operations. Because of the volatile crude oil market swings of 2008, and a lack of sufficient capital, the Company is postponing any entry into the ethanol production until the market conditions for Ethanol stabilize.

Biomass-to-Fuel Plan

We hope to develop new technologies to help America’s farmers and livestock businesses to provide “Green Energy” for our future today. Currently, there are very few competitors in this industry segment. We have searched widely for a potential acquisition target in this market, but have been unable to locate companies that have done more than a one time installation of a biomass to fuel system. We have targeted this part of the Green Energy industry to concentrate its resources in 2010 because of the apparent lack of competition. In addition, during our research, we have determined that a more lucrative area to focus on is the “clean” portion of the animal waste industry, and thus we have turned our attention in that direction.

We believe that Green Energy’s technology potentially could result in low-cost facilities that use biomass waste. Green Energy may have the ability to achieve significant market penetration within this industry segment.

The recycling of diverse consumables, such as the re-use of cooking oils and that of animal fats and their waste products, is one aspect of the bio-fuels industry. Converting animal waste to fuel would not upset the ‘balance’ of the agricultural panoply. In contrast, growing crops for biomass fuels such as ethanol can result in unwanted problems. In 2008, the price of corn increased significantly due to ethanol production. This in turn, affected the price of food in the United States as well as in other countries. We believe that ethanol is not a sustainable business model, thus we are turning to the use of animal waste as a biomass fuel source. Converting animal waste to fuel could prevent contamination of watersheds. Traditionally, disposing animal waste represents a cost to animal farmers, ranchers and feed lot owners thus affecting their profits. Using animal waste to create energy instead could enable operators to realize profits from animal waste if enough energy can be created to send out to the “grid”. At the very least, if we are successful in acquiring or developing suitable technology, this animal waste can be used to reduce operators’ demand and cost for utilities, thus reducing the overhead of their operations in two ways: eliminating the cost to dispose of animal waste and reducing their need to purchase electricity from utility companies. There are very few companies offering solutions in this market segment and we have determined that this is the best entry point for a new company with limited resources. Not to be overlooked, the “clean” portion of the animal waste industry is driven by stricter EPA standards that are now in place. The company is actively seeking a technology that addresses this problem and has proven benefits to crop yields once the treated animal waste is used as fertilizer treatments on crops.

Solar

As an alternative to fossil fuel usage, solar to electric installations have gained business share and solar systems are becoming more reliable and aesthetically pleasing. Peck Solar, a division of Peck Electric, is a full service solar contractor capable of designing, installing, and assisting customers with financial incentives for anything from a 1kw residential system to a multi-megawatt commercial or municipal system. Peck Solar has been a leader in expert solar installation in Vermont and continues to gain expertise in solar installation. Peck Electric has successfully bid on several solar installations in 2010, thus will bring this to the company once the acquisition is completed and funded. They are one of the few companies in New England that designs their solar installation systems in-house and they use only solar modules made in the USA. By branching out into Solar, Peck would bring this renewable energy segment to us should this acquisition is completed. However, the letter of intent we have issued is not a binding agreement and this acquisition is contingent upon the satisfactory completion of due diligence. Also, there is no assurance the acquisition will be completed, and the anticipated closing date may be extended if certain terms and conditions are not met. If the acquisition does occur, there is a risk that the benefits anticipated through such acquisition will not be realized due to, among other things, Green Energy's possible inability to successfully integrate Peck.

Director and Employee Compensation

On April 1, 2010, the Board unanimously approved a resolution to issue Board Members stock to serve on the Board. The resolution included 10,000,000 shares for Chairman Bob Rosen and 15,000,000 shares each to Bill McFarland and Karen Clark. In addition, 12,000,000 shares were approved to be issued to Keith Field, our former Board Chairman as a bonus. This stock was issued on April 1, 2010.

Results of Operations

Three months ended June 30, 2010 and June 30, 2009

Due to the acquisition of our first operating subsidiary, Comanche, on July 24, 2009, the results of operations for the three months ended June 30, 2010 are not comparable to that of the same period in 2009. Until July 24, 2009, we had been engaged in developmental activities such as acquisitions, patent development and financing, and had not generated any revenues while at the same time incurring significant development-related expenses.

Revenues –

We recorded revenue from planned principal operations of $142,077 for the three months ended June 30, 2010. There were no revenues recorded for the three month period ended June 30, 2009, as this was prior to us acquiring an operational business. Reported revenues for 2010 were derived entirely from the operations of Comanche.

Operating Expenses –

Consolidated operating expenses were $1,311,473 for the three months ended June 30, 2010 compared to $206,372 for the same period in 2009, an increase of $1,105,101 or 535%. This increase is substantially due to the following activity:

● Employee compensation increased during the 2 nd quarter of 2010 by $273,653 due primarily as a reflection of CLE’s payroll (CLE was not acquired until July 2009) and a compensation bonus of approximately $202,000 to the President of Comanche.

● During the 2 nd quarter of 2010, Board compensation was $511,500, versus no compensation to Board members during the same period in 2009. Of this amount, $91,500 was accrued for Board fees, and common stock issued was issued to Board members with a market value of $420,000.

● General and administrative expenses of $157,212 in the 2 nd quarter of 2010 over that of $47,646 in the same period of 2009 is substantially attributable to the operating expenses of CLE, which had not been acquired until the 3 rd quarter of 2010.

● Consulting fee expense increased to $176,000 in the 2 nd quarter of 2010 from $72,000 in the same period in 2009 primarily due to a common stock award valued at $126,000, granted as a consulting bonus to our former Board Chairman.

● Increase professional fees from $124,229 during the 2 nd quarter of 2010 over $49,723 in the same period in 2009 was a reflection of increased compliance reporting costs after the acquisition of CLE and professional costs associated with significantly increased financing activities of the Company.

Other Income/Expense –

Interest expense was $144,690 for the three months ended June 30, 2010 compared to $0 for same period in 2009. This was due substantially to interest relating to the CLE acquisition note executed in the 3rd quarter of 2009, along with interest on convertible notes issued in the 4th quarter of 2009 through the 2 nd quarter of 2010. We incurred premium costs of $93,334 in the 2 nd quarter of 2010 resulting from issuing our common stock to extinguish certain of our accounts payable, none of which such activity occurred during the same period in 2009.

Six months ended June 30, 2010 and June 30, 2009

Due to the acquisition of our first operating subsidiary, Comanche, on July 24, 2009, the results of operations for the six months ended June 30, 2010 are not comparable to that of the same period in 2009. Until July 24, 2009, we had been engaged in developmental activities such as acquisitions, patent development and financing, and had not generated any revenues while at the same time incurring significant development-related expenses.

Revenues –

We recorded revenue from planned principal operations of $280,416 for the six months ended June 30, 2010. There were no revenues recorded for the six month period ended June 30, 2009, as this was prior to us acquiring an operational business. Reported revenues for 2010 were derived entirely from the operations of Comanche.

Operating Expenses –

Consolidated operating expenses were $2,147,507 for the six months ended June 30, 2010 compared to $378,255 for the same period in 2009, an increase of $1,769,252 or 468%. This increase is substantially due to the following activity:

● Employee compensation increased during the six months ended June 30, 2010 over the same period in 2009 by approximately $355,836 due primarily as a reflection of CLE’s payroll (CLE was not acquired until July 2009) and a compensation bonus of approximately $202,000 to the President of Comanche.

● During the six months ended June 30, 2010, Board compensation was $847,000, versus no compensation to Board members during the same period in 2009. Of this amount, $427,000 was accrued for Board fees and bonuses, and common stock issued was issued to Board members with a market value of $420,000.

● General and administrative expenses of $329,441 in the six months ended June 30, 2010 over that of $78,208 in the same period of 2009 is substantially attributable to the operating expenses of CLE, which had not been acquired until the 3 rd quarter of 2009.

● Consulting fee expense increased to $236,000 in the six months ended June 30, 2010 from $150,000 in the same period in 2009 primarily from the effects to a common stock award valued at $126,000, granted as a consulting bonus to our former Board Chairman.

● Increase professional fees from $238,248 during the six months ended June 30, 2010 over $72,869 in the same period in 2009 was a reflection of increased compliance reporting costs after the acquisition of CLE and professional costs associated with significantly increased financing activities of the Company.

Other Income/Expense –

Interest expense was $289,447 for the six months ended June 30, 2010 compared to $0 for same period in 2009. This was due substantially to interest relating to the CLE acquisition note executed in the 3rd quarter of 2009, along with interest on convertible notes issued in the 4th quarter of 2009 through the 2 nd quarter of 2010. We incurred premium costs totaling $1,005,840 during the six months ended June 30, 2010 to extinguish acquisition debt relating to our acquisition of CLE in the 3 rd quarter of 2009. We also incurred premium costs of $573,292 during the six months ended June 30, 2010 resulting from issuing our common stock to extinguish certain of our accounts payable, none of which occurred during the same period in 2009.

Liquidity and Capital Resources

At June 30, 2010, we had a deficit in working capital of $2,416,164 compared to $1,017,917 at December 31, 2009. Our cash balance at June 30, 2010 was $2,259 compared to $8,052 at December 31, 2009 (restated), respectively.

The increase in working capital deficit was attributable to both developmental activities occurring during the period relating to planned business expansion and the CLE acquisition which increased our current liabilities, the current portion of Seller-financed debt of the CLE acquisition and the convertible promissory notes issued. Our primary liquidity needs are to fund our working capital deficit acquisition debt service and acquisitions. Our primary source of liquidity is currently the issuance of convertible notes which we expect to be converted to common shares prior to their maturities.

To raise funds for working capital, during the period from January 4, 2010 to April 27, 2010, we issued a series of convertible notes to Asher Enterprises, Inc. receiving a total of $175,000 in cash in the 1st quarter of 2010, followed by $75,000 in the 2nd quarter. To raise further funds for our debt and working capital deficit, we have reached a tentative agreement with Duchess Equity Fund LP, subject to our Board’s approval, for sale of up to 20,000,000 shares of our stock over a 36 month period. The agreement is contingent upon submission of an effective registration statement with the SEC. We believe that when we have an effective registration statement, this will facilitate raising capital and facilitate further sales. However, there is no guarantee that any effective registration statement will result in raising sufficient capital to meet our needs, if any at all. In addition, we are exploring other private equity and debt financing opportunities.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks. The Company does not undertake any specific actions to limit those exposures.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Between its formal annual assessments, the Company carries out an ongoing evaluation under the supervision and with the participation of our management, including the Chief Executive Officer (CEO), of the effectiveness of our disclosure controls and procedures. Based on this ongoing evaluation, as of June 30, 2010 the CEO has concluded that our disclosure controls and procedures are not effective to provide reasonable assurance that: (i) information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including the CEO, as appropriate to allow timely decisions regarding required disclosure by us; and (ii) information required to be disclosed by us in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Identified Material Weaknesses

Management previously identified the following material weaknesses during our last annual assessment of our internal control over financial reporting for the year ended December 31, 2009:

●	Lack of Written Policies and Procedures for the Financial Close and Reporting Process.

●	Accounting and Finance Personnel Weaknesses.

●	Lack of Functioning Audit Committee

During the 2 nd Quarter of 2010, we identified an additional material weakness in our controls, in that transactions of higher level complexity are not being analyzed for the proper accounting and disclosure effects sufficiently or in a timely manner. As our activity increases, we are incurring a higher level of transactions involving increasingly complex financial accounting and disclosure requirements. Our controls have not been strengthened sufficiently to where these transactions are thoroughly reviewed at the time they occur and to the level of analysis required. This deficiency has contributed to restatements of financial statements due to inadvertent, but nevertheless erroneous, recording, classifications and disclosures regarding certain transactions.

Management’s Remediation Initiatives

In light of the foregoing, we have implemented a number of remediation measures that addressed the material weaknesses described above. These organizational and process changes improved our internal controls environment. Measures taken through the 2 nd Quarter are as follows:

●

An overall Controls Policy was developed and implemented for the financial segment of the Company Headquarters. Financial controls are being developed for the Comanche operation, which we plan to complete and implement during the 3 rd Quarter. The Company continues to identify more areas of control that need to be addressed and the plan is to have a continuous improvement program in place during the 3 rd Quarter.

·	As of the 1 st quarter of 2010, we believe our personnel and skills deficiencies in our accounting have been corrected.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this prospectus, the words ”GELV”, “we”, “our” or “us” refer to the Company and not to the selling stockholders.

The Company relied on the sale of stock pursuant to Regulation S in the first half of 2009 and relied on Shareholder loans for funding in the second half of 2009. Other private investment groups also funded the company with convertible notes during the first half of 2010. Refer to the footnotes to our Consolidated Financial Statements that lists the various shareholders and entities that provided funding via loans to the Company in 2010 and 2010. There is no guarantee that this, or any other type of funding, will remain available as an option to the Company in 2010 and beyond.

To fund our acquisition of Comanche, our planned acquisition of Peck, and our other contemplated operations, we plan to register with the Securities Exchange Commission a secondary offering of $10,000,000 of Green Energy Live, Inc. common shares. There is no guarantee that any registration statement will be filed or will become effective, nor is it guaranteed that the market will support the sale of a sufficient quantity of shares to pay for acquisitions that have been disclosed or that could be disclosed in the future.

The “clean” green energy industry segment, in general, could be impacted by incentives and market influences from the U.S. Government and its push towards a “green economy”. The Company plans to pursue its acquisitions and development of products independent of any government subsidies, since we regard such subsidies as unreliable and too risky for our business and funding planning. However, the company will explore any government subsidies and/or funding options that make economic sense and fit the Company’s business objectives.

Until recently, we were a development stage company. Therefore, we have a limited operating history that can be used to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter in light of our limited operating history and uncertain funding. As a result, we may not be profitable and may be unable to generate sufficient revenue to develop as we have planned.

From inception in January 2007 through July 2009, the Company was engaged in product development and pre-operational activities. In July 2009, we acquired our first subsidiary, which is our only source of revenue. If we cannot generate enough revenue, we may have to alter or delay implementing our business plan. We will require additional financing which may require the issuance of additional shares that will dilute the ownership held by our stockholders. We will require significant financing to achieve our current business strategy, and our inability to obtain such financing would likely prohibit us from executing our business plan and cause us to delay our expansion of operations.

There are significant regulatory restrictions in the production of bio-fuels, which is the main focus of our planned business. There are governmental, safety, and industry standards that must be met in order for our planned products to be available for sale in the market. Failure to adhere or meet these standards would delay or prevent our receipt of revenue or sales. Finding the appropriate personnel or outside legal counsel who understands these standards is crucial to the survival of the Company.

We have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, a shareholder will only realize an economic gain on their investment in our common stock if the price of such stock appreciates in value. A shareholder should not purchase our common stock expecting to receive cash dividends. Therefore our failure to pay dividends may prevent a shareholder from realizing a return on their investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds which, as stated above, could affect our ability to expand our business operations.

Our common stock is considered a penny stock, which is subject to restrictions on marketability. We are subject to the penny stock rules adopted by the Securities and Exchange Commission that, among other things, require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. Further, the market for our stock is relatively illiquid. These issues could make it difficult for our stockholders to sell their securities.

The Company continues to operate with a limited number of staff members, which may hinder execution of its business plan. The Company hopes to add key personnel in the finance, technology and marketing areas in the latter part of 2010, which would help move the Company toward accomplishing its stated objectives. In addition, the company has gained key resources in its first acquisition and will gain additional resources if it is able to close its second planned acquisition.

Our future success is dependent, in large part, upon the performance and continued service of Karen Clark, our Chief Executive Officer. Without her continued services, we may be forced to interrupt or eventually cease our operations. The loss of her services would delay our business operations substantially.

Our business is greatly dependent on our ability to attract and retain key personnel, including Ms. Clark. To execute our business plan, we will need to attract, develop, motivate and retain highly skilled technical employees. Competition for qualified personnel is intense and we may be unable to hire or retain qualified personnel. Our management has limited human resources experience, which may impair our ability to recruit and retain qualified individuals. If we are unable to recruit and retain such employees, we will not be able to implement or expand our business plan. We plan to retain all key personnel in place with any companies that we acquire have them continue to run the operations, thus mitigating this problem of finding highly qualified personnel in key areas.

Our previously announced patent application for a “sensor wand”, was denied and is in the stage of final appeal. If we lose this appeal, our initial investment of $25,000 in this patent application will be lost and we will lose the benefit of intellectual property protection for this potential product. Similarly, there is a risk that our patent application for a “Methane Accumulator System for Septic Tanks”, which is still pending, will be denied, which again would result in losing our investment in this technology.

Due to the amount of our common shares currently outstanding, which will likely increase because of convertible debt instruments we have issued, there is a risk this condition will negatively impact the availability of meaningful per share data which may further impede our ability to raise equity financing upon which our business plan is dependent.

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

There were no unregistered sales of equity securities during the period ended June 30, 2010 that were required to be disclosed on Form 8-K.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description of Document
31.1		Rule 13a-14(a)/ 15d-14(a) Certification of Karen Clark, Principal Executive Officer of the Company.
31.2		Rule 13a-14(a)/ 15d-14(a) Certification of Karen Clark, Principal Accounting Officer of the Company.
32.1		Certification Pursuant to 18 U.S.C. Section 1350 of Karen Clark, Principal Executive Officer of the Company.
32.2		Certification Pursuant to 18 U.S.C. Section 1350 of Karen Clark, Principal Accounting Officer of the Company.

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.