7-Jan-2010

Annual Report

In 2008, our Company went through the registration process to become a publicly traded company. During this process, by the nature of the requirements of this process, the Company was in a "quiet" period and had to conserve resources, so development projects were delayed until we received approval of our Form 15c211 application. We intend to hire a qualified individual to fill the role of our Chief Financial Officer and are looking for a suitable individual for that position. Once we have hired a Chief Financial Officer, that person shall be charged with the responsibility of all of the financial operations, ensuring that we are in compliance with regard to all financial matters and filings, as well as all Sarbanes Oxley requirements. Locating a qualified individual to fill the role of our Chief Financial Officer is a priority for the Company.

Plan of Operations

In April 2008, we signed an agreement with a third party to place 3,000,000 shares of our common stock for sale to that third party's clients at an issuance of $1.50 per share, of which we received a per share amount after payment of negotiated placement costs. These funds were used for our development and ongoing activities during 2008. Approximately 324,166 shares were issued with this agreement until it was closed in July 2008.

Once our Form 15c211 application was approved, effective September 10, 2008, and we became a fully reporting, publicly traded company, we signed a new agreement with a third party to place an additional 3,000,000 shares of our common stock for sale to that third party's clients at an issuance price that would vary with the market bid prices.

We intend to hire a qualified individual to fill the role of Chief of Technology. We plan to hire engineers and scientists in house or to contract certain research and development efforts with trusted partners. In late 2009, we expect to develop our prototype facility with trusted partners, which we anticipate will cost up to $5,000,000. We expect to use $1,000,000 to develop the current patents explained under the "Description of Property" section of this year end report. The Company also expects to continue to submit patent applications inspired by our research efforts at a conservative rate of one per quarter, commencing the second half of Fiscal Year 2009. This prediction is based on:

* the rate of progress in the program,
* the novel area of inventions,
* the past achievements of our intellectual property development program.

By the third quarter of 2009, we expect to be developing business units to utilize our pending-patent bioreactor technology that targets the bioremediation market. This technology has the flexibility to be applied across many industries and thus broadening the prospective list of acquisitions. We plan to target companies capable of leveraging the technology and capital, while also still conforming to the financial selection criteria. This is a duplication of the business development strategy planned for the biomass to business unit. We will acquire an ongoing entity in each market, develop a working prototype in each market and then implement the marketing plan for penetration of our technology.

Our strategy for acquiring existing entities is to give our Company the revenue earned in the acquired entity and capital volume to be listed on the exchanges, as well as to maximize shareholder value. We believe that such acquisitions will allow us access to lower cost funding for future growth. In 2009, we are targeting companies to acquire in the range of $5 million to $25 million in annual revenue. As stated earlier in this report, we have two companies under a Letter of Intent agreement that are in the due diligence phase of this acquisition process. We continue our proprietary prospecting system to seek other companies that are a good fit for our business plan.

Ethanol Plan

We plan to create an economically sustainable, socially beneficial, environmentally responsible agricultural development that uses an integrated approach to resource management for the economic and social betterment of the world's farmers, rural communities, and citizens. The ethanol market is a very high cost entry market at this current time. We are exploring ways to produce ethanol with non food bio resources at a much smaller scale than currently being done. One of our pending patent applications addresses one of the phases of production that will allow for smaller scale and thus lower cost operations. However, with the volatile crude oil market swings of 2008, the Company is postponing any entry into the ethanol production for 2009, until the market conditions for Ethanol stabilize.

Bio-Waste Plan

Green Energy Live, Inc. is developing new technologies and along with America's farmers and livestock businesses, will be working together to provide "Green Energy" for our future today. This market is currently barely addressed in the Green Energy industry, thus there are very few competitors in this arena. The Company has searched widely for an acquisition company in this market and has been unable to locate any competitors that have done more an a one time installation. Green Energy Live has targeted this part of the Green Energy industry to concentrate our resources in 2009 because of the apparent lack of competition.

With the lower cost to produce facilities that use biomass waste, as well as the lack of competitors in this market, Green Energy Live will have the ability to move in this market and make a good market penetration to capture a large market share.

The recycling of diverse consumables, such as the re-use of cooking oils and that of animal fats and their waste product, is one part of the bio-fuels innovations, but there are other important aspects regarding this diversity we can also appreciate. By using otherwise waste and by-products in this manner we do not upset the 'balance' of the agricultural panoply. Animals raised and plants grown that are already designated for human consumption are not in excess of current needs. However, when it comes to growing crops for biomass fuels for specific use, which unlike fossil fuels are not already there on tap, agricultural planners and environmentalists need to take care that this particular form of supply for modern energy production does not cause us unwanted problems. In 2008, the price of corn went very high because of ethanol production. This in turn, affected the price of food in the United States as well as in other countries. This is not a sustainable business model, thus Green Energy Live is turning to the use of animal waste for the biomass fuel source. Not only does this animal waste need to be handled to prevent it from contaminating the watersheds, but it represents a cost to the animal farmers, ranchers and feed lot owners that affect their profits. Using this animal waste to create energy, instead, turns a cost to the operator into a potential profit center if enough energy can be created to send out to the grid. At the very least, this animal waste can be used to reduce their demand and cost for utilities, thus reducing the overhead of their operations in two ways, eliminating the cost to haul the animal waste off the land and reducing their demand for outside electricity from the grid. There are very few companies offering solutions in this market segment and Green Energy Live, Inc. has determined that this is the best entry point for a new company with limited resources.

Critical Accounting Policies

Development Stage Activities

The Company is currently a development stage enterprise. All losses accumulated since the inception of business have been considered as part of the development stage activities.

The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. Since inception, the Company has been engaged in product development and pre-operational activities. No operating revenue has been generated and the Company has incurred accumulated losses and negative operating cash flows of $1,354,879 and $851,119 respectively, for the period from inception through December 31, 2008.

Capital raised during the development stage period has been utilized to secure product patents critical to the Company's future growth and to facilitate the creation of strategic plans that may include acquisitions in the Company's target industry, and/or having the ability to manufacture the Company's patented products.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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.

Accounting Period

The Company has adopted a calendar year reporting period. These annual financial statements are prepared in conjunction with the Company's current development stage activities.

Deferred Costs of Developing Patents

The Company has three patents pending final federal regulatory approval. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, these patent amounts, consisting of consulting and legal fees, are stated at cost and are expected to be amortized over their regulatory life if and when patent protection is granted by the United States Patent office. As of December 31, 2008, the official patent authorization had not been granted.

Equipment and Depreciation

Equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 7 years. Management periodically reviews these assets to determine whether carrying values have been impaired.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between the financial statements and federal income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income. Deferred income tax benefits result from net operating loss carryforwards. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realized. Due to the development stage nature of the Company's business, any deferred tax benefit from the anticipated utilization of net operating losses generated during the interim period have been completely offset by a valuation allowance. Income tax expense is the tax payable or refundable for the period plus, or minus the change during the period in deferred tax assets and liabilities.

Earnings Per Common Share

Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during each reporting period. After each day with transactions of shares, the total number of shares outstanding multiplied by the number of days until the next transaction of shares, divided by the days in the reporting period. The weighted average number of shares outstanding since inception was 36,100,073. The weighted number of shares outstanding for the reporting periods of 2008 and 2007 were 37,215,240 and 34,930,585 respectively.

Recent Accounting Pronouncements

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R, Business Combinations (SFAS 141R), which replaces SFAS No. 141, Business Combinations. SFAS No. 141R establishes principles and requirements for determining how an enterprise recognizes and measures the fair value of certain assets and liabilities acquired in a business combination, including non controlling interests, contingent consideration, and certain acquired contingencies. SFAS No. 141R also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination. SFAS No. 141R will be applicable prospectively to business combinations beginning in the Company's 2009 fiscal year.

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (SFAS No.161) Disclosures about Derivative Instruments and Hedging Activities. The objective of SFAS No. 161 is to enhance disclosures about an entity's derivative and hedging activities and thereby improve the transparency of financial reporting. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and is not expected to have a significant impact on the Company's financial statements.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162 (SFAS No.162) The Hierarchy of Generally Accepted Accounting Principles. The objective of SFAS No. 162 is to identify the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles and is not expected to have a significant impact on the Company's financial statements.

In October 2008, the FASB staff issued Staff Position No. FSP 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active. FSP 157-3 clarifies the application of SFAS 157, which the Corporation adopted as of January 1, 2007, in cases where a market is not active. The Company has considered the guidance provided by FSP 157-3, which was effective on October 10, 2008, in its determination of estimated fair values as of December 31, 2008, as applicable.

The FASB Issued EITF No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities in June 2008. FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 will be effective on January 1, 2009. All previously reported earnings per share data will be retrospectively adjusted to conform with the provisions of FSP EITF 03-6-1. The Company is considering the impact of FSP EITF 03-6-1 on its financial statements upon issuance of such share-based payments.

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).

Results of Operations

Revenues -
Total revenue for the year ended December 31, 2008 and the period from January 17, 2007 (date of inception) to December 31, 2007 was $16 and $122, respectfully, solely consisting of interest income.

Total Expenses -
Total expenses were $658,930 the year ended December 31, 2008 compared to $696,087 for the period from January 17, 2007 (date of inception) to December 31, 2007, an decrease of $37,157 or 5%. The decrease in total expenses is attributable to decreases in consulting fees to shareholders ($67,454) and loss on disposal of asset ($5,975) offset by increases in professional fees ($11,959) and general and administrative expenses ($24,313). Liquidity and Capital Resources

As of December 31, 2008, we had cash of $4,467 and a deficit in working capital of $326,349. This compares with cash of $31,916 and a surplus in working capital of $28,419 as of December 31, 2007. Our cash used by operations was $320,922 for the year ended December 31, 2008 versus cash used by operations of $530,197 for the period from January 17, 2007 (date of inception) to December 31, 2007. Our decrease in cash used by operations was primarily due to an increase in accrued consulting fees to shareholders of $330,000 offset by a reduction in the share-based payments of $176,334. Our cash flow used in investing activities was $7,949 for the year ended December 31, 2008, which primarily reflects deferred costs of developing patents of $7,155, related to the development of biomass technologies. Our cash used in investing activities of $104,589 for the period from January 17, 2007 (date of inception) to December 31, 2007, which primarily reflects deferred costs of developing patents of $68,390 and capital expenditures of $36,199, related to the development of biomass technologies and general equipment purchases, respectively. Our cash flow from financing activities was $301,422 for the year ended December 31, 2008 versus cash flow from financing activities of $666,702 for the period from January 17, 2007 (date of inception) to December 31, 2007, which primarily reflects cash flow from the sale of common stock under a series of Regulation S agreements. Much of Fiscal Year 2008 activity was concentrated on the application process for the GELV trading symbol. This application was prepared during the first quarter and filed just prior to the end of that quarter. Much of the next two quarters were spent in the correspondence phase with FINRA, responding to various questions submitted to us prior to issuing the GELV trading symbol. During that time, we were required to defer raising funds through new stock sales. The GELV trading symbol was issued in September, 2008. Once we were able to commence fund raising again, the capital markets were noticeably slower than the prior year.

To date, we have been financing our development activities through cash flows from the sale of common stock under a series of Regulation S agreements. We expect to finance our planned development and operating activities principally through cash flows from further Regulation S common stock sales, issuance of restricted common stock for various consulting services and cash flows from our planned SEC stock registration stock sales. We anticipate that the planned SEC stock registration will result in raising capital and facilitate further stock sales. However, this plan is dependent upon approval of the registration statement by the SEC and there is no guarantee this registration will result in raising sufficient capital to meet our needs, if any at all. We believe that cash to be generated from future financing activities are adequate to satisfy our operating and capital expenditure requirements for the foreseeable future. However, we may from time to time, seek additional funding through a combination of new collaborative agreements, strategic alliances and debt financing from other sources.