UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED: ~~MARCH~~SEPTEMBER 3130, 2015

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

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 000-53797

GREEN EARTH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	26-0755102
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~1136~~PO ~~Celebration~~Box ~~Boulevard,~~4644 ~~Celebration,~~Greenwich ~~Florida~~CT ~~34747~~06831

(Address of principal executive offices)

(~~877~~203) ~~438~~918-~~4761~~1894

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o~~~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

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

As of ~~May~~November 1516, 2015, the issuer had a total of ~~294~~306,~~998~~718,~~479~~970 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

			PAGE
		Page
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)			3
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets at March 31, 2015 and June 30, 2014		3
	Condensed Consolidated Balance Sheets at September 30, 2015 and June 30, 2015	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2015 and 2014		4
	Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2015 and 2014	4
	Condensed Consolidated Statement of Stockholders’ Deficit for the Nine Months Ended March 31, 2015		5
	Condensed Consolidated Statement of Stockholders’ Deficit for the Three Months Ended September 30, 2015	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2015 and 2014		6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2015 and 2014	6
	Notes to Condensed Consolidated Financial Statements	7	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4. Controls and Procedures			25
Item 4.	Controls and Procedures	21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			26
Item 1.	Legal Proceedings	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 6. Exhibits			26
Item 6.	Exhibits	23
SIGNATURES		24`	27

PART I. FINANCIAL INFORMATION

GREEN EARTH TECHNOLOGIES, INC. AND ~~SUBSIDIARY~~SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)

	March 31, 2015			June 30, 2014
	September 30, 2015			June 30, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	8728		$	~~108~~34
Restricted cash		-			72
Trade receivables, less allowance of $0 and $11		-			22
Trade receivables, less allowance of $14 and $0		99			502
Deferred cost, related party		6,227			6,227
Inventories, net		125			230
Prepaid expenses and other current assets		368			391
Prepaid expenses and other current assets		447			1,305
Total current assets		6,623			6,674
Total current assets		6,985			8,444
Property and equipment, net		2			3
Property and equipment, net		5			14
Intangibles, net		4,849			5,064
Intangibles, net		7,874			8,184
Total Assets	$	11,474		$	11,741
Total Assets	$	14,864		$	16,642
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable		~~318~~446			~~676~~486
Accounts payable, related parties		128			171
Accrued expenses		1,462			1,509
Accrued expenses		1,324			1,428
Accrued expenses, related parties		749			663
Accrued expenses, related parties		644			306
Deferred revenue, related parties		6,000			6,000
Deferred revenue, related parties		6,178			6,502
Notes payable		1,232			1,232
Secured convertible debentures, net of debt discount		-			5,000
Derivative liability		5,315			5,136
Total current liabilities		15,139			20,451
Notes payable, related parties		5,605			5,605
Secured convertible debentures, net of debt discount		8,774			928
Notes payable		1,232			1,232
Total Liabilities		29,518			26,984
Secured convertible debentures, net of debt discount		10,046			9,393
Derivative liability		1,032			3,951
Total Liabilities		26,572			28,839
Commitments and contingencies
Stockholders’ deficit
Common stock, $0.001 par value, 500,000,000 shares authorized, 292,702,070 and 286,462,091 shares issued and outstanding, as of March 31, 2015 and June 30, 2014, respectively.		293			286
Common stock, $0.001 par value, 500,000,000 shares authorized, 298,088,153 and 294,998,477 shares issued and outstanding, as of September 30, 2015 and June 30, 2015, respectively.		298			295
Additional paid-in capital		7273,~~640~~011			7172,~~517~~841
Accumulated deficit		(8788,~~587~~407	)		(8290,~~145~~234	)
Total stockholders' deficit		(1415,~~654~~098	)		(1017,~~342~~098	)
	$	1411,~~864~~474		$	1611,~~642~~741

See notes to condensed consolidated financial statements.

GREEN EARTH TECHNOLOGIES, INC. AND ~~SUBSIDIARY~~SUBSIDIARIES

CONDENSED CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS~~SHEETS

(Unaudited)

(in thousands, except share data)

	Three Months Ended March 31,						Nine Months Ended March 31,
	Three Months Ended September 30,
	2015			2014			~~2015~~			~~2014~~
Net sales	$	~~147~~-		$	~~1,398~~394		$	~~717~~		$	~~3,154~~
Operating expense:
Cost of sales (exclusive of depreciation and amortization)		~~112~~-			~~1,440~~341			~~608~~			~~3,174~~
Selling, general and administrative expenses		510			999			1,818			2,877
Selling, general and administrative expense		140			639
Stock-based compensation		605			~~179~~61			~~182~~			~~523~~
Depreciation and amortization		~~345~~215			50329			~~1,018~~			~~151~~
		1,027			2,668			3,626			6,725
		360			1,370
Loss from operations		(~~880~~360	)		(~~1,270~~976	)		~~(2,909~~	)		~~(3,571~~	)
Other income (expense):
Change in revaluation of derivatives		(23,~~142~~033	)		(21,~~746~~094	)		~~678~~			~~1,909~~
Loss on issuance of convertible debt		-			(464	)		-			(833	)
Interest expense, net		(846	)		(1,213	)
Interest expense, net		(701	)		(1,035	)		(3,211	)		(3,118	)
Income (loss) from operations before income taxes		1,827			(1,095	)
Loss before income taxes		(3,723	)		(5,515	)		(5,442	)		(5,613	)
Income tax		-			-
Income tax		-			-			-			-
Net Income ( loss)	$	1,827		$	(1,095	)
Net loss	$	(3,723	)	$	(5,515	)	$	(5,442	)	$	(5,613	)
Basic and diluted net loss per common share	$	0.01		$	(0.00	)
Basic and diluted net loss per common share	$	(0.01	)	$	( 0.03	)	$	(0.02	)	$	(0.03	)
Basic and diluted weighted average common shares outstanding		298,054,000			292,676,000
Weighted average common shares outstanding (basic)		296,927,000			169,378,000			296,817,000			163,008,000

See notes to condensed consolidated financial statements.

GREEN EARTH TECHNOLOGIES, INC . AND ~~SUBSIDIARY~~SUBSIDARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(Unaudited)

(in thousands ~~except share data~~)

							Additional
	Common Stock						Additional
	Common Stock						Paid			Accumulated
							Paid			Accumulated
	Shares			Amount			In Capital			Deficit			Total
Balance at June 30, 2014		286,462,091		$	286		$	71,517		$	(82,145	)	$	(10,342	)
Balance at June 30, 2015		294,998,477		$	295		$	72,841		$	(90,234	)	$	(17,098	)
Shares issued for interest		73,~~939~~089,~~979~~676			83			~~456~~165			-			~~464~~168
Shares issued for business acquisition		10,000,000			10			690			-			700
Stock-based compensation		-			-			5			-			5
Issuance of common stock to settle trade payable, related party		300,000			1			20			-			21
Net income		-			-			-			1,827			1,827
Shares cancelled due to terminated consulting services		(12,000,000	)		(12	)		(655	)		-			(667	)
Balance at September 30, 2015		298,088,153		$	298		$	73,011		$	(88,407	)	$	(15,098	)
Forgiveness of debt, related parties		-			-			430						430
Stock-based compensation		-			-			182			-			182
Net loss		-			-			-			(5,442	)	$	(5,442	)
Balance at March 31, 2015		292,702,070		$	293		$	72,640		$	(87,587	)		(14,654	)

See notes to condensed consolidated financial statements.

GREEN EARTH TECHNOLOGIES, INC. AND ~~SUBSIDIARY~~SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended March 31,
	Three Months Ended September 30,
	2015			2014
Cash flows from operating activities
Cash flows from operating activities:
Net loss	$	(5,442	)	$	(5,613	)
Net income (loss)	$	1,827		$	(1,095	)
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization		~~1,018~~215			~~151~~329
Amortization of debt discount and deferred financing costs		~~2,534~~592			21,~~374~~007
Loss on issuance of convertible debt		-			833
Increase in allowance for inventory		-			24
Increase in allowance for inventory		79			169
Interest paid in common stock		168			160
Change in fair value of derivative liability		(~~678~~3,033	)		(1,~~909~~094	)
Bad debt expense		14(11	)		-9
Stock-based compensation expense		~~181~~5			~~523~~61
Amortization of prepaid expenses paid in stock		~~160~~-			-80
Changes in assets and liabilities:
Restricted cash		72-			-(152	)
Accounts receivable		~~389~~33			~~460~~365
Inventories		26-			~~180~~5
Prepaid expenses and other current assets		3224			~~(268~~15	)
Accounts payable		(~~359~~41	)		~~477~~(65	)
Accounts payable, related parties		7-			~~(553~~20	)
Accrued expenses		~~361~~(47	)		~~849~~(24	)
Accrued expenses, related parties		~~338~~87			~~343~~(87	)
Deferred revenue		77-			8477
Net cash used in operating activities		(~~1,191~~181	)		(~~1,900~~365	)
Cash flows from financing activities
Cash flows from financing activities:
Proceeds from issuance of secured convertible debentures		1,170			1,950
Proceeds from secured convertible debentures		175			350
Repayment of notes payable		-			(39	)
Net cash provided by financing activities		175			350
Net cash provided by financing activities		1,170			1,911
Net decrease in cash		(6	)		(15	)
Net(decrease) increase in cash		(21	)		11
Cash and cash equivalent
Beginning of period		~~108~~34			~~189~~108
End of period	$	8728		$	~~200~~93
Supplemental information
Interest payments	$	-		$	-
Income taxes paid	$	31		$	43
Non-cash investing and financing activities
Interest paid in common stock	$	464		$	358
Issuance of common stock for purchased technology	$	-		$	700
Issuance of common stock to settle trade payable	$	21		$	25
Forgiveness of debt, related parties	$	-		$	430
Issuance of common stock to settle related party payable and accrued expenses	$	-		$	172
Issuance of common stock for prepaid consultant fees	$	-		$	960
Shares cancelled due to terminated consulting services	$	(667	)	$	-
Issuance of common stock for purchased technology	$	700			572
Forgiveness of debt, related parties	$	430		$	1,211

See notes to condensed consolidated financial statements.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

1.	SUMMARY OF BUSINESS AND BASIS FOR PRESENTATION

Organization and Business

Green Earth Technologies, Inc. and its wholly-owned subsidiary, GET Well! Inc., formally GET Manufacturing, Inc. (collectively, the “Company”), were each formed on August 7, 2007 under the laws of the state of Delaware. The Company markets, sells and distributes environmentally safe lubricants, cleaning products and oil well service products. The Company’s product line crosses multiple channels including the oil and gas well services, automotive aftermarket, marine and outdoor power equipment and cleaning markets. The Company sells to oil field service providers, home centers, mass retail outlets, automotive stores, equipment manufacturers and over the Internet.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented.

Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The Company believes the disclosures are adequate to make the information presented not misleading.

These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the fiscal year ended June 30, ~~2014~~2015 included in the Company’s Annual Report on Form 10K filed in ~~September~~October ~~2014~~2015 (the “~~2014~~2015 Annual Report”).

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the ~~2014~~2015 Annual Report.

Liquidity and Going Concern

Due to the Company’s limited capital, recurring losses and negative cash flows from operations and the Company’s limited ability to pay outstanding liabilities, there is substantial doubt about its ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, assuming that the Company will continue as a going concern.

Since inception, the Company has incurred operating losses and negative cash flows from operations. As of ~~March~~September 3130, 2015, the Company had an accumulated deficit of $8788,~~587~~407, with total stockholders’ deficit of $1415,~~654~~098. The Company ~~has~~had a working capital deficit of $819,~~154~~949 at ~~March~~September 3130, 2015 and is currently in default of athe ~~Promissory Note and a~~ 3.25% Secured Note, Promissory ~~disclosed~~Note inand ~~note~~the 6~~. The~~% ~~promissory~~Secured ~~note~~Notes ~~had~~issued anto ~~installment~~related ofparties ~~$566~~disclosed ~~due~~in onnotes ~~February~~5 ~~24, 2015~~ and ~~the~~6. ~~secured~~These ~~note~~notes matured on September 30, 2013 and June 30, 2013., ~~Both~~respectively, ~~notes~~and have not been extended and are payable upon demand. The Promissory note matures on February 2016 but since the February 2015 payment was not made it is in default.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

The Company has undertaken, and will continue to implement, various measures to address its financial condition, including:

●	Continue discussions with existing and potential new investors regarding an investment in the Company.

●	Seek debt, equity and other forms of financing, including funding through strategic partnerships.

●	Attempt to increase revenues in order to reduce or eliminate the Company’s operating losses and enable it to meet its financial obligations.

●	Reduce expenses to conserve cash.

●	Defer certain marketing activities.

●	Investigate and pursue transactions with third parties, including strategic transactions and relationships.

The Company plans to ~~focus~~increase ~~on increasing~~ revenues in order to reduce, or eliminate, its operating losses. Additionally, the Company will attempt to raise capital from external sources in order to enable it to continue to meet its financial obligations until it achieves profitability or generates positive cash flow.

There can be no assurance that the Company will be able to ~~increase its revenues or~~ secure the additional funding itthe Company needs. If the Company’s efforts to do so are unsuccessful, the Company will be required to further reduce or eliminate the Company’s operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.

2. ~~INVENTORIES~~DEFERRED COST, ~~NET~~RELATED PARTY

~~Inventories~~In ~~consist~~December 2012, the Company received an advance of $6,000 from E&B Green Solutions L.P., a Company owned by Francesco Galesi (“Galesi”), a related party, for the ~~following:~~purchase of well service products from Inventek Collodial Cleaners, LLC (“Inventek”), also a related party. The Company advanced the $6,000 received from E&B Green Solutions L.P. and additional funds totaling $6,227 to Inventek for the production of the well service products in anticipation of future sales to E&B Green Solutions L.P. The Company did not report the receipt of the funds from E&B Green Solutions L.P. as revenue as of September 30, 2015 because the transaction did not meet the Company’s revenue recognition criteria in accordance with generally accepted accounting principles. As of September 30, 2015, $6,227 of Deferred Cost and $6,000 of Deferred Revenue was included on the accompanying condensed consolidated balance sheet as a result of this transaction. The anticipated proceeds from the sales of oil field services products are expected to be greater than the current value of the Deferred Cost.

	March 31, 2015		June 30, 2014
Raw materials	$	19	$	37
Finished goods		106		193
	$	125	$	230

3.	INTANGIBLE ASSETS

Inventories are presented net of reserves of $1,490 and $1,411 at March 31, 2015 and June 30, 2014, respectively. The Company increased the obsolescence reserve by $79 for the nine months ended March 31, 2015

3. DEFERRED COST, RELATED PARTY

In December 2012, the Company received an advance of $6,000 from E&B Green Solutions L.P. (“E&B”), a company owned by Francesco Galesi (“Galesi”), a related party, for the purchase of well service products from Inventek Collodial Cleaners, LLC (“Inventek”), also a related party. The Company advanced a total of $6,227 to Inventek for the production of the well service products in anticipation of future sales to E&B. The Company did not report the receipt of the funds from E&B as revenue as of March 31, 2015 because the transaction did not meet the Company’s revenue recognition criteria in accordance with generally accepted accounting principles. As of March 31, 2015, $6,227 of Deferred Cost and $6,000 of Deferred Revenue was included on the accompanying condensed consolidated balance sheet as a result of this transaction. The anticipated proceeds from the sale are expected to be greater than the current value of the Deferred Cost.

4. INTANGIBLE ASSETS

Intangible assets consist of the following:

	March 31, 2015		June 30, 2014		Estimated Useful Lives
Purchased technology and exclusivity rights:
Oil field services	$	7,572	$	7,572		7
Natural gas well services		700		-		7
Cleaning products		2,550		2,550		7
		10,822		10,122
Less: accumulated amortization		2,948		1,938
	$	7,874	$	8,184

Expected amortization of intangible assets is as follows:

2015	$	342
2016		1,368
2017		1,368
2018		1,368
2019		1,182
Thereafter		2,246
	$	7,874

Amortization expense included in depreciation and amortization totaled $1,010 and $140 for the nine months ended March 31, 2015 and 2014, respectively.

Oil Field Services

In fiscal 2014, the Company entered into an Intellectual Property Exclusive License and Distribution Agreement (the “Agreement”) with Inventek Colloidal Cleaners, LLC (“Inventek”) and Dr. Paul N. Andrecola (“Dr. InAndrecola”) ~~consideration for this exclusive license and for technology~~ in support of the Company’s oil ~~field~~and gas well services product line. In consideration for the exclusive licenses and Inventek’s technology the Company issued 105,200,000 shares of its common stock ~~(as defined in note 8 below), with an aggregate fair market value of $7,572,~~ to Inventek/ Dr. Andrecola. The initial term of the exclusive license expires May 20, 2039 (25 years) and also contains five automatic ten year renewal periods. ~~This~~These ~~transaction~~transactions iswere accounted for as a purchase business transaction. In July 2014 the Company was granted a patent by the U.S. Trademark and Patent Office for biodegradable non-reactive oil well stimulation and method of use based on nano-scale colloidal chemistry. In connection with the share issuances the Company recorded a purchase price allocation of $7,572, in the aggregate, as intangible assets. The Company is utilizing an expected life for the intangible assets of seven years.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

Natural Gas Well Services

In August 2014, the Company enter into a Strategic Relationship Agreement with Greentek Fluid Innovations LLC (“GFI”). In consideration for this agreement and for intellectual property purchased in support of the Company’s natural gas well services product line the Company issued 10,000,000 shares of Common Stock, with an aggregate fair market value of $700 to GFI. The agreement has an initial term through June 30, 2019 after which it continues annually until either party gives the other 60-days prior written notice of its intent to terminate the agreement. This transaction is accounted for as a purchase business transaction. The Company is utilizing an expected life for the intangible assets of seven years. The Company completed a valuation of the license, distribution rights and intellectual property related to the GFI Management Strategic Relationship Agreement. The company utilized financial projections based on current opportunities and relationships with existing customers and distributors. Based on the analysis of future discounted cash flows it was determined that the carrying amount of the intangible assets is recoverable at September 30, 2015.

~~In connection with the shares issued to Inventek and GFI described above the Company recorded a preliminary purchase price allocation of $7,572 and $700, respectively, as intangible assets.~~ The ~~Company is utilizing an expected life for the intangible assets of seven years. The~~ final purchase price allocation is pending the finalization of valuations for the license, distribution rights and intellectual property which may ultimately impact the overall level of intangible assets associated with the acquisition. The Company will consider any additional information which existed as of the acquisition date but was unknown to the Company at that time, that may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date, and may result in a change in the purchase price allocation. While management believes that its preliminary estimates and assumptions underlying the value of intangible assets are reasonable, different estimates and assumptions could result in different valuations assigned which may change the amount of the purchase price allocations.

Cleaning Products

In fiscal 2008, the Company entered into royalty-free license and exclusivity rights agreements with Inventek pursuant to which the Company was granted the exclusive right to sell, market and distribute any Inventek cleaning products in the United States and Canada and the non-exclusive right world-wide. In consideration for the exclusivity rights the Company issued 13,750,000 shares of its Common Stock to Inventek with an aggregate fair market value of $2,550. ~~The Inventek agreement has a ten-year term after which it continues indefinitely until either party gives the other 90-days prior written notice of its intent to terminate the agreement.~~

~~5. ACCRUED EXPENSES~~Impairment

When indicators of impairment exist the Company assesses the recoverability of its long lived assets. During Fiscal year 2015, the Company recorded impairment losses of $1,909 and $560 associated with its oil field services and cleaning products intellectual property.

The Company completed a discounted cash flow analysis to determine if the carrying value on the books was reasonable for the oil field services. It utilized financial projections based on current opportunities and relationships with existing customers and distributors. Since the company is a new entrant into the oil services industry and does not have historical financial results in this industry, it was determined that the carrying amount of the intangible assets from future discounted cash flows as it relates to the Inventek IP Agreement and technology/patents is impaired and warrants the write-down in accordance with applicable accounting rules.

During the fiscal year ended June 30, 2015 the Company continued to sell cleaning products however certain retailers and customers discontinued our product line of cleaning products. Based on our forecasts we deemed that future cash flows from the cleaning products does not support the carrying value of the intangible asset. As such it was determined the carrying amount of the intangible asset was to be written-off in accordance with applicable accounting rules.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

Intangible assets consist of the following:

	September 30, 2015		June 30, 2015		Estimated Useful Lives
Purchased technology and exclusivity rights
Oil field services	$	7,572	$	7,572		7
Natural gas well services		700		700		7
Cleaning products		2,550		2,550		7
		10,822		10,822
Less: accumulated amortization		3,504		3,289
Less: Fiscal 2015 impairment		2,469		2,469
	$	4,849	$	5,064

Expected amortization of intangible assets is as follows:

2016	$	643
2017		859
2018		859
2019		859
2020		859
Thereafter		770
	$	4,849

Amortization expense included in depreciation and amortization totaled $215 and $325 for the three months ended September 30, 2015 and 2014, respectively.

4.	ACCRUED EXPENSES

Accrued liabilities consist of the following:

	March 31, 2015		June 30, 2014
	September 30, 2015		June 30, 2015
Accrued payroll and taxes	$	~~$392~~504	$	~~$387~~566
Accrued interest		~~279~~284		~~296~~282
Accrued sponsorship fees		325		~~415~~325
Accrued advertising		161		161
Accrued board of director fees		~~155~~170		~~148~~155
Other		1218		2120
	$	$1,~~324~~462	$	$1,~~428~~509

Accrued liabilities, related party consist of the following:

	March 31, 2015		June 30, 2014
	September 30, 2015		June 30, 2015
Accrued interest	$	~~307~~460	$	~~100~~377
Accrued other		~~337~~289		~~206~~286
	$	~~644~~749	$	~~306~~663

~~6. NOTES PAYABLE~~10

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

5.	NOTES PAYABLE

Notes payable consist of the following:

	March 31, 2015		June 30, 2014
	September 30, 2015		June 30, 2015
Promissory Note	$	1,172	$	1,172
3.25 % Secured note		60		60
	$	1,232	$	1,232

Promissory Note

In October 2013 the Company entered into an agreement with its primary supplier of lubricants, Olympic Oil, owned by Delta Petroleum Company (“Delta”). Pursuant to the agreement, the Company executed and delivered a $1,211 promissory note to Delta, reflecting amounts due and owing by the Company to Delta. At September 30, 2015 and June 30, 2015 the balance of the promissory note is $1,172. In February 2014 the Company entered into a two year Intercreditor, Forbearance, Security and Account Control Agreements with Delta (the “Intercreditor Agreement”). The Intercreditor Agreement provides that Delta will continue to manufacturing and deliver the Company’s lubricant products to its customers. The receivables generated from these sales will be used as collateral and customer payments will be sent directly to a blocked bank account controlled by Delta. The profits generated from these sales will be applied to the promissory note. If by February 26, 2015 the balance of the promissory note is greater than $606 then the Company will have to pay Delta the difference between the outstanding balances of the note less $606. The full repayment of the promissory note is due in February 2016. The Company did not make the required installment of $566 in February 2015. The promissory note has not been extended and currently is in default and payable upon demand. The Company believes it has claims and offsets against the balance of this note which may reduce the outstanding balance.

103.25% Secured note

At ~~March~~September 3130, 2015 and June 30, ~~2014~~2015, the balance of the ~~promissory~~3.25% secured note payable is $~~1,172~~60. InAs ~~February~~of ~~2014~~September ~~the~~30, ~~Company~~2015 ~~entered~~and ~~into~~June ~~a two year Intercreditor~~30, ~~Forbearance~~2015, ~~Security~~accrued ~~and~~interest ~~Account~~was ~~Control~~$241, ~~Agreements with Delta (the “Intercreditor Agreement”)~~respectively. The ~~Intercreditor~~note ~~Agreement~~matured ~~provides~~on ~~that~~September ~~Delta~~30, ~~will continue to manufacturing and deliver the Company’s lubricant products to its customers~~2013. It ~~The~~has ~~receivables~~not ~~generated~~been ~~from~~extended ~~these~~and ~~sales~~currently ~~will~~is bein ~~used~~default ~~as collateral~~ and ~~customer~~payable ~~payments~~upon ~~will be sent directly to a blocked bank account controlled by Delta~~demand. Since ~~The profits generated from these sales will be applied to~~ the ~~promissory~~ note. Ifis byin ~~February 26~~default, ~~2015~~ the ~~balance~~outstanding ofprincipal ~~the~~amount ~~promissory~~per ~~note is greater than $606 then~~ the ~~Company~~agreement ~~will~~bears ~~have~~default tointerest ~~pay~~at ~~Delta~~a ~~the~~rate ~~difference~~three ~~between~~percent ~~the outstanding balances of the note less $606~~(3.0%) ~~The~~greater ~~full~~than ~~repayment of~~ the ~~promissory~~stated ~~note~~rate isper ~~due in February 2016~~annum. Until ~~The Company did not make~~ the ~~required~~default ~~installment of $566 in February 2015. The promissory note has not been extended and currently~~ is incured ~~default and payable upon demand. The Company considers~~ the ~~cash~~note ~~held~~will inaccrue ~~the~~interest ~~blocked~~at ~~bank~~a ~~account~~rate ~~to be restricted cash. As~~ of ~~March 31, 2015 and June 30, 2014 restricted cash is $0 and $72, respectively~~6.25%.

36.~~25%~~ ~~Secured~~NOTE ~~Note~~PAYABLE, RELATED PARTY

At March 31, 2015 and June 30, 2014, the balance of the 3.25% secured note payable is $60. As of March 31, 2015 and June 30, 2014, accrued interest was $239 and $237, respectively. The note matured on September 30, 2013. It has not been extended and currently is in default and payable upon demand. Since the note is in default, the outstanding principal amount per the agreement bears default interest at a rate three percent (3.0%) greater than the stated rate per annum. Until the default is cured the note will accrue interest at a rate of 6.25%.

7. NOTE PAYABLE, RELATED PARTY

Notes payable, related party, consist of the following:

	March 31, 2015		June 30, 2014
	September 30, 2015		June 30, 2015
6 % Secured Note	$	3,888	$	3,888
3.25% Promissory Note		1,717		1,717
	$	5,605	$	5,605

In September 2014, Techtronic Industries CoInc., ~~Ltd.~~ and certain of its wholly-owned subsidiaries (collectively, “TTI”), entered into a Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”) with the Galesi group of companies, Walter Raquet and FWD, LLC (collectively, “FWD”) and the Company. Under the Settlement Agreement TTI in effect sold to FWD for cash consideration their shares of the Company’s ~~Common~~common ~~Stock~~stock, rights and claims arising under the Company’s 6% Secured Note, dated January 27, 2012, as amended, in the principal amount of $3,400 plus accrued interest of $488. In addition $1,717 due to TTI for accounts payable and accrued expenses and any other rights, title or interest against company assets were assigned to FWD ~~(see note 11)~~.

In April 2015, FWD and the Company entered into a Second Amendment to the Loan Extension Agreement for the 6% Secured Note and Promissory Note. Under the Loan Extension Agreement the promissory note will bear interest at a rate of three and a quarter (3.25%) percent. The maturity date of the outstanding notes balances were extended to April 1, 2016.

8.GREEN ~~DERIVATIVE~~EARTH ~~LIABILITY~~ TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

7.	DERIVATIVE LIABILITY

Secured Convertible Debentures Conversion Option

The ~~$11,204 aggregate principal amount of 6.0% Secured Convertible~~ Debentures ~~due March 31, 2016 are herein referred to collectively~~ (as ~~the~~defined ~~“Debentures”.~~in ~~The~~note ~~Debentures~~8) are convertible into shares of the Company’s Common Stock, $0.001 par value per share (“Common Stock”), at a conversion price of $0.0602 to $0.1312 per share (the “Conversion Price”). The Conversion feature provides for weighted average anti-dilution protection in the event that any shares of Common Stock, or securities convertible into shares of Common Stock, are issued at less than the Conversion Price. The conversion feature was bifurcated from the Debenture because of price protection features and is accounted for as a derivative liability.

The table below summarizes the fair values of the Company’s financial liabilities:

Fair Value at

March 31,

Fair Value Measurement Using

September 30,

Fair Value Measurement Using

2015

Level 1

Level 2

Level 3

Derivative liability - Debentures

~~4,080~~699

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (Derivative liability - Debentures) for the periods ended ~~March~~September 3130, 2015 and June 30, ~~2014~~2015:

	March 31, 2015			June 30, 2014
	September 30, 2015			June 30, 2015
Balance at beginning of period	$	32,~~701~~989		$	23,~~794~~701
Additions to derivative instruments		~~739~~88			~~2,824~~812
Change in fair market value of the derivative liability		(~~360~~2,378	)		(1,~~917~~524	)
Balance at end of period	$	~~4,080~~699		$	32,~~701~~989

These instruments were valued using pricing models that incorporate the price of a share of Common Stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. The Company computed the fair value of the conversion feature using the Black-Scholes model.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

The following are the key assumptions used in connection with this computation:

	March 31, 2015			June 30, 2014
		September 30, 2015			June 30, 2015
Number of shares	~~116,426,000~~		132,400,000	~~96,926,000~~		118,842,000
Fair market value of stock	~~$0.06~~	$	0.02	~~$0.08~~	$	0.05
Conversion Price	~~$0.06-$0.13~~	$	0.02-$0.12	~~$0.06-$0.13~~	$	0.06-$0.13
Volatility	~~186%~~		216	~~142~~% ~~-170%~~		194	%
Risk-free interest rate	~~0.22%~~		0.27	~~0.03~~%~~-.88%~~		0.22	%
Expected dividend yield	0%		0	0%		0	%
Life of Debentures (years)	~~1.00~~		.50	~~.5-1.75~~		.75

Warrant Liability

In connection with the issuance of Debentures, the Company issued warrants to purchase up to 3032,~~869~~544,000 shares of Common Stock (the “Warrants”). The Warrants have an exercise price of $0.1511-$0.21 per share (the “Exercise Price”). Warrants covering up to 18,382,000 shares of Common Stock are exercisable at any time on or before December 31, 2016 and Warrants covering up to 8,552,000, 1,010,000, 875,000, 2,413,000 and 21,~~050~~312,000 shares of Common Stock are exercisable at any time on or before March 31, 2018, June 30, 2018, September 30, 2018, ~~and~~ March 31, 2019 and September 30, 2019, respectively. The Warrants are accounted for as derivative liabilities because the agreement provides for weighted average anti-dilution protection in the event that any shares of Common Stock, or securities convertible into Common Stock, are issued at less than the Exercise Price.

The table below summarizes the fair values of the Company’s financial liabilities:

Fair Value at

March 31,

Fair Value Measurement Using

September 30,

Fair Value Measurement Using

2015

Level 1

Level 2

Level 3

Derivative liability - Warrants

~~1,235~~333

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (warrant derivative liability) for the periods ended ~~March~~September 3130, 2015 and June ~~2014~~2015:

	March 31, 2015			June 30, 2014
	September 30, 2015			June 30, 2015
Balance at beginning of period	$	~~1,435~~962		$	21,~~058~~435
Additions to derivative instruments		~~118~~26			~~414~~133
Change in fair market value of the derivative liability		(318	)		(1,037	)
Change in fair market value		(655	)		(606	)
Balance at end of period	$	~~1,235~~333		$	~~1,435~~962

The Company computed the value of the warrants using the Black-Scholes model.

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

The following are the key assumptions used in connection with this computation:

	March 31, 2015			June 30, 2014
		September 30, 2015			June 30, 2015
Number of shares underlying the Warrants	~~30,869,000~~		32,544,000	~~27,944,000~~		31,231,000
Fair market value of stock	~~$0.06~~	$	0.02	~~$0.08~~	$	0.05
Exercise Price	~~$0.15-$0.21~~	$	0.11-$0.21	~~$0.15-$0.21~~	$	0.14-$0.21
Volatility	~~144%-171%~~		158%-196	~~127~~%~~-141%~~		151%-180	%
Risk-free interest rate	~~0.49%-1.15%~~		0.49%-1.32	~~0.80~~%~~-.1.42%~~		0.49%-1.15	%
Expected dividend yield	0%		0	0%		0	%
Warrant life (years)	~~1.75-4.00~~		1.25-4	~~2.5-4~~		1.5-3.75

98. SECURED CONVERTIBLE DEBENTURE, NET OF DISCOUNT

Secured convertible debentures, net of debt discount, consist of the following:

	March 31, 2015			June 30, 2014
	September 30, 2015			June 30, 2015
Convertible Debentures	$	11,~~024~~344		$	911,~~854~~169
Debt discount		(21,~~250~~298	)		(31,~~926~~776	)
	$	810,~~774~~046		$	59,~~928~~393

13Debt discount of $10,914 is being amortized over the life of the Debentures and is included in interest expense in the accompanying condensed consolidated statement of operations.

~~Debt~~In ~~discount~~December 2014, pursuant to an amendment, the holders of the Debentures in the aggregate principal of $107.5 million due March 31,~~712~~ is2015, ~~being~~agreed ~~amortized~~to ~~over~~extend the ~~life~~maturity date of the Debentures ~~and~~to isMarch ~~included~~31, in2016. The ~~interest~~aggregate ~~expense~~principal inpayments of $11,344 for the ~~accompanying~~secured ~~condensed~~convertible ~~consolidated~~debentures ~~statement~~are ofdue ~~operations~~on March 31, 2016.

In ~~December~~October 2014, ~~pursuant~~the toCompany anfiled ~~amendment,~~a ~~the~~registration ~~holders~~statement offor the Debentures inissued ~~the~~prior ~~aggregate~~to ~~principal~~October of1, $72014.5 ~~million~~The ~~due~~registration ~~March~~statement ~~31,~~became ~~2015,~~effective ~~agreed~~in toDecember ~~extend~~2014. All the ~~maturity~~Debentures ~~date~~after ofDecember ~~the~~2014 ~~Debentures~~are subject to ~~March~~a registration rights agreement and the Company has until December 31, ~~2016~~2015 to file. ~~The~~If ~~aggregate~~the ~~principal~~Company ~~payments~~does ofnot ~~$11,024~~file ~~for~~by ~~the~~this ~~secured~~date, ~~convertible~~it ~~debentures~~may ~~are~~be ~~due~~subject onto ~~March~~default ~~31, 2016.~~penalties

~~In October 2014 the Company filed a registration statement for the Debentures issued prior to October 1, 2014~~9. ~~The~~STOCKHOLDERS registration statement became effective in December 2014. The December 2014 Debentures are subject to a registration rights agreement and the Company has until December 31, 2015 to file. If the Company does not file by this date, it may be subject to default penalties.DEFICIT

10. STOCKHOLDERS’ DEFICIT

Shares issued for interest

~~For~~In ~~the~~July ~~nine months ended March 31,~~ 2015, the Company issued 73,~~940~~089,~~000~~676 shares of Common Stock to pay the accrued interest from ~~July~~April 1, ~~2014~~2015 to ~~December~~June 3130, ~~2014~~2015 on the outstanding Debentures. The fair value of the shares in connection with this transaction totaled $~~464~~168.

Shares issued for intangible asset

In August 2014, the Company issued 10,000,000 shares of restricted Common Stock to GFI for to the purchase of technology utilized in the Company’s natural gas well services product line. The fair value of the shares in connection with this transaction totaled $700.

Shares issued for payables, related party

In October 2014, the Company issued 300,000 restricted shares to Inventek for their agreement to settle a portion of an amount owed by the Company. The fair value of the shares in connection with this transaction totaled $21.

Shares cancelled due to terminated consulting services

In February 2015 the Company entered into a Distribution Agreement with Marharg Holdings Corporation (Marharg). In connection with the agreement the Company terminated its Marharg consulting agreement for sales and marketing services and cancelled 12,000,000 shares of restricted common stock previously issued to Marharg in February 2014. The fair value of the shares cancelled in connection with this transaction totaled $667.

Forgiveness of debt, related parties

In September 2014, TTI and FWD agreed to the forgiveness of $430 of claims due from the Company with respect to advances for future sales included in deferred revenue. The $430 is included in additional paid-in capital on the condensed consolidated financial statements.

~~Warrants~~GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

~~Warrant~~NOTES ~~activity~~TO ~~for~~CONDENSED ~~the~~CONSOLIDATED ~~nine~~FINANCIAL ~~months ended March 31, 2015 is as follows:~~STATEMENTS

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at June 30, 2014		27,944,000	$	0.20
Granted		2,925,000		0.21
Exercised		0
Forfeited and Cancelled		0
Outstanding and exercisable at March 31, 2015		30,869,000	$	0.20	2.1 years	$	-

(Unaudited)

~~The~~(in ~~aggregate~~thousands, ~~intrinsic~~except ~~value~~share ~~represents the difference between the exercise price of the underlying awards~~ and ~~the~~per ~~market~~share ~~price of the Company’s common stock for those awards that have an exercise price below the market price at March 31, 2015.~~data)

1110. RELATED PARTY TRANSACTIONS

Inventek

The Company purchased inventory from Inventek totaling $120 and $4520 for the three months ~~March~~September 3130, 2015 and 2014, respectively~~, and $67 and $107 for the nine months ended March 31, 2015 and 2014, respectively~~. ~~The Company issued 300,000 restricted shares to Inventek to settle outstanding accounts payable during the nine months ended March 31, 2015.~~ As of ~~March~~September 3130, 2015 and June 30, ~~2014~~2015, a credit of $~~432~~362 and $~~435~~423, respectively, was due from Inventek, which is recorded in prepaid expenses and other current assets. As of ~~March~~September 3130, 2015, the owner of Inventek beneficially owned approximately 3837.25% of the Company’s issued and outstanding shares of Common Stock.

Marketiquette

The Company paid Marketiquette for marketing services a total of $88 and $78 for the three months ended March 31, 2015 and 2014, respectively, and $268 and $326 for the nine months ended March 31, 2015 and 2014, respectively, which are included in selling, general and administrative expenses. As of March 31, 2015 and June 30, 2014, amounts due to Marketiquette were $128 and $99, respectively. The wife of the Company’s President is the president and a director of Marketiquette. As of March 31, 2015, Marketiquette beneficially owned approximately 3.8% of the Company’s issued and outstanding shares of Common Stock.

FWD, LLC (“FWD”)

In September 2014, TTI and the Galesi group of companies, Walter Raquet, the Company’s interim chief executive officer and FWD, LLC (collectively, “FWD”) and the Company entered into a Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”). Each of Galesi, Raquet and FWD LLC are affiliates of the Company. Under the Settlement Agreement TTI in effect sold to FWD for cash consideration (i) 30,600,778 shares of the Company’s common stock owned by TTI and its chairman, representing all of the shares of common stock owned by TTI and (ii) assigned all of their rights and claims arising under the Company’s 6% Secured Note, dated January 27, 2012, as amended, in the principal amount of $3,888 which includes $3,400 plus accrued interest of $488 held by TTI as well as $1,717 of accounts payable and accrued expenses due TTI and any other rights, title or interest against company assets (see note 7). In addition, as part of the settlement, TTI and FWD agreed to the forgiveness of $430 of claims due from the Company with respect to advances for future sales included in deferred revenue. The $430 is included in additional paid-in capital on the condensed consolidated financial statements. As of ~~March~~September 3130, 2015 the amounts due to FWD for accrued interest was $~~184~~330. ~~Principal of $100 on the Debentures is due March 31, 2016~~

Galesi

For the three months ended ~~March~~September 3130, 2015 and 2014, approximately 50% and 03% of the Company’s revenues, respectively, were generated from companies owned or controlled by Galesi. ~~For the nine months ended March 31, 2015 and 2014, approximately 3% and 0% of the Company’s revenues, respectively, were earned from Galesi.~~ As of ~~March~~September 3130, 2015 and June 30, ~~2014~~2015, there are no the amounts due from these entities ~~totaled $2 and $5~~, respectively. As of ~~March~~September 3130, 2015 and June 30, ~~2014~~2015, amounts due to Galesi included $3,~~497~~769 and $23,~~273~~612 for the 6% Debentures, net of debt discount plus accrued interest and other expenses, respectively. Principal of $3,~~700~~775 on the Debentures is due March 31, 2016. As of ~~March~~September 3130, 2015, Galesi beneficially owned approximately 2224.60% of the Company’s issued and outstanding shares of Common Stock.

In December 2012, the Company received $6,000 from Galesi for future sales of well service products, which is included in deferred revenue, related parties on the accompanying condensed consolidated statement of operations (~~see~~See ~~note~~Note 3).

Walter Raquet (“Raquet”)

Walter Raquet is a Director, a member of the audit committee and interim chief executive officer. As of ~~March~~September 3130, 2015 and June 30, ~~2014~~2015, the amounts due to Mr. Raquet included $2,~~289~~627 and $12,~~220~~449 for the 6% Debentures, net of debt discount plus accrued interest and other expenses, respectively. Principal of $2,~~854~~929 on the Debentures is due March 31, 2016. As of ~~March~~September 3130, 2015, Mr. Raquet beneficially owned approximately 1718.40% of the Company’s issued and outstanding shares of Common Stock.

D&L Partners

Doug Von Allmen is the managing member of the D&L Partners. As of ~~March~~September 3130, 2015 and June 302015, ~~2014,~~ the amounts due to D&L Partners included $1,~~512~~597and ~~and~~ $1,~~285~~508 for the 6% Debentures, net of debt discount plus accrued interest and other expenses, respectively. Principal of $1,~~735~~805 on the Debentures is due March 31, 2016. As of ~~March~~September 3130, 2015, Mr. Von Allmen beneficially owned approximately 89.64% of the Company’s issued and outstanding shares of Common Stock.

~~12. CONCENTRATIONS OF RISK~~15

GREEN EARTH TECHNOLOGIES, INC.AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(in thousands, except share and per share data)

11.	CONCENTRATIONS OF RISK

Cash

The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

Sales and Accounts Receivable

The following customers represent the majority of the Company’s sales for the ~~nine~~three months ended ~~March 31, 2015 and 2014, respectively, and accounts receivable as of March 31, 2015 and June 30, 2014, respectively~~:

	March 31, 2015			March 31, 2014
	September 30, 2015			September 30, 2014
Sales
TTI		52-	%		69	%

	March 31, 2015			June 30, 2014
	September 30, 2015			June 30, 2015
Accounts Receivable
Walmart		-			18	%
Tractor Supply Company		-			63	%
Canadian Tire Corporation		11-	%		-28	%
Tractor Supply Co.		47	%		6	%
Lowes		-			51	%

Inventory and Accounts Payable

The Company purchases its performance products from ~~Olympic~~Delta ~~Oil,~~Petroleum aCompany ~~wholly owned subsidiary of~~ (“Delta”), its cleaning and well service products from Inventek and its power washer equipment products from TTI. The Company’s inventory purchased from these vendors and accounts payable to these vendors is as follows:

	March 31, 2015		March 31, 2014
	September 30, 2015		September 30, 2014
Inventory Purchasedd
Inventory Purchased
Inventek	$	67-	$	~~107~~20
Delta		~~484~~-		~~1,520~~288
TTI		-		273

	March 31, 2015		June 30, 2014
	September 30, 2015		June 30, 2015
Accounts Payable
Delta		1,~~173~~172		1,~~498~~172

Delta’s accounts payable is ~~net~~in the form of a promissory note of $1,172 (see note 65).

1716

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

Special Note About Forward-Looking Statements

Certain statements in Management’s Discussion and Analysis (“MD&A”), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”.) These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview of our Business

We create, develop, market, sell and distribute an array of G-branded, environmentally-friendly, bio-based well service, automotive, marine and residential enhancement, performance and cleaning products. Our products, including our G-~~OIL~~CLEAN® Well Wake-UP!™, G-~~CLEAN~~OIL® ~~brands~~ and G-CLEAN® ~~Well Wake-UP!™~~brands, are used primarily in the oil and gas well service industry, automotive aftermarket, and the outdoor power equipment~~, and marine markets~~.

Our technology platform for manufacturing innovative proprietary and patented high performing “green” products is the end result of company created or licensed intellectual property. These technologies replace traditional petroleum/hydrocarbon and chemical/solvents derived bases typically associated with conventional non-green products without compromising performance or value while delivering a more environmentally safer choice. We believe our products deliver comparable or superior performance at competitive prices, thus giving ~~consumers~~our customers and industries alike the ability to ‘do their part’ in protecting the environment without paying more.

WeIn ~~recently~~fiscal 2015 we shifted our strategy to focus on a full range of products specifically engineered to help overcome the oil and gas industry’s challenges of working in the world’s oil fields. As part of this strategy, we will focus on acquiring and/or developing new and patent-pending technologies and then leveraging our bio-based solutions into the growing markets for oil field services. We believe the new strategy will result in higher revenues and profit margins. Increased energy demands have expanded the obstacles faced by this industry as they try to preserve and do ‘no harm’ to the delicate eco-system when drilling wells. Both patented and patent-pending products have been tested by Petróleos de Venezuela, S.A (PDVSA), the Venezuelan national oil company, and E&B Green Solutions, L.P., a well services company based in Bakersfield, California, owned by Francesco Galesi, one of our largest stockholders. Our oil field products are a natural fit as they will clean, optimize and restore safety to this industry and our environment. We are actively pursuing opportunities and relationships domestically and worldwide with oil field services providers, oil and gas exploration and production companies and distributors.

In November 2014, we received a 60-days’ Notice of Termination from Techtronic Industries Co., Ltd (“TTI”) effectively terminating the Exclusive Distribution Agreement dated November 1, 2009. Under the Agreement, TTI had the exclusive right to distribute our non-automotive products through certain retail channels of distribution (including The Home Depot). We are in the process of trying to sell directly to The Home Depot however we cannot predict that we will be successful. We will continue to sell a number of our lubricant and cleaning products directly to retailers and through master distribution agreements with wholesalers and contractual arrangements with independent sales and marketing professionals. Our products are currently available at a number of national retail outlets and chain stores including Tractor Supply Company, W.W. Grainger Inc. and Canadian Tire Corporation.

Manufactured domestically under supply and requirement contracts, our proprietary environmentally preferred base oils are comprised of fatty acids procured from either plant and vegetable oils or animal fats and are on the USDA BioPreferred® list. We also have a BODA™ technology that accelerates the biodegradability of petroleum based lubricants which even further broadens the array of environment goals that our company is able to help end users procure.

Since inception in 2007, our goal has been to provide a superior green product at prices comparable to traditional products within the same category designation and to validate the proposition that by eliminating price and performance discrepancies, consumers and industries will usually go green. In oil and gas fields our products allow drillers, well operators, service providers and other potential customers to meet their production, maintenance and spill remediation challenges with green solutions that enhance production, eliminate unnecessary costs and keep their people and the environment safer. We trademarked the phrase “SAVE THE EARTH – SACRIFICE NOTHING®”, meaning that consumers and customers alike should not have to give up value or performance when choosing to go “green”.

As of May 2015, we eliminated personnel to preserve capital and are relying on the Board of Directors and contacts to help run the company on a day to day basis.

Results of Operations

(All dollar amounts referred to herein are in thousands, except as otherwise indicated.)

Three Months Ended ~~March~~September 3130, 2015 and 2014

Our activities for the three months ~~March~~September 3130, 2015 and 2014 essentially included product development, manufacturing, marketing and sales of our bio-degradable performance and cleaning products, development of mass market product distribution networks for the intended distribution of our products, and development of an infrastructure to support the planned business and increasing of revenues.

Our results of operations are as follows:

	Three Months Ended March 31,
	Three Months Ended September 30,
	2015			2014
Net sales	$	~~147~~-		$	~~1,398~~394
Loss from operations		(~~880~~360	)		(~~1,270~~976	)
Change in revaluation of derivatives		(23,~~142~~033	)		(21,~~746~~094	)
Loss on issuance of convertible debt		-			(464	)
Interest expense, net		(846	)		(1,213	)
Interest expense, net		(701	)		(1,035	)
Net Income (loss)	$	1,827		$	(1,095	)
Net loss	$	(3,723	)	$	(5,515	)

Net Sales

Net sales for the three months ended ~~March~~September 3130, 2015 were $~~147, primarily attributed to sales of G-OIL® outdoor power equipment 2-cycle engine oils~~0. Net sales for the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~March~~September 3130, 2014 were $1394,~~398,~~ primarily attributed to sales of G-OIL® outdoor power equipment 4-cycle engine oils. ~~The~~There ~~decrease~~were inno ~~net~~ sales ~~from~~for ~~2014~~the tothree ~~2015~~months isended September 30, 2015, due to the ~~termination~~loss of the ~~TTI~~Company’s ~~Exclusive~~distribution ~~Distribution~~channels. The ~~Agreement~~Company ~~resulting~~is inreevaluating ~~lower~~its ~~sales~~strategy of ~~G-OIL®~~getting ~~outdoor~~its ~~power~~products ~~equipment~~to ~~4-cycle engine oils~~customers.

For the three months ended ~~March~~September 3130, ~~2015, approximately 56% of our sales were from three customers Tractor Supply Company, Canadian Tire Corporation and Howco, Inc. For the Three Months Ended March 31,~~ 2014, approximately 9569% of our sales were from ~~two customers,~~ TTI (The Home Depot) ~~and Walmart~~.

Net sales are comprised as follows:

	Three Months Ended March 31,
	Three Months Ended September 30,
	2015		2014
Performance products (oils)	$	~~121~~-	$	~~1,303~~298
Cleaning products	$	26-	$	9596
Total	$	~~147~~-	$	~~1,398~~394

Cost of Sales (exclusive of depreciation and amortization)

Cost of sales (exclusive of depreciation and amortization) primarily consists of the cost of obtaining bio solvents, plant oils, additives, packaging components and fees paid to our ~~manufacturer~~affiliates for the costs of bottling and blending our products. Cost of sales (exclusive of depreciation and amortization) for the three months ended ~~March~~September 3130, 2015 and 2014 were $~~112~~0, and $1341,~~440,~~ respectively. The decrease in cost of sales from ~~2014~~2015 to ~~2015~~2014 is primarily due to ~~the~~no ~~decrease~~sales in ~~net sales~~2015.

We will continue to evaluate other opportunities to improve gross margins on our existing product line. We intend to further increase profitability of our product base through various measures which may include changing product formulations, reducing components cost by increasing volume and reducing expenses by improving operations.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist primarily of salaries and benefits, product development and testing fees, advertising and marketing expenses, public relations, insurance and fees for professional services. Selling, general and administrative expenses include the following:

	Three Months Ended March 31,
	Three Months Ended September 30,
	2015		2014
Salaries	$	8125	$	8880
Selling, marketing, public relations and related		963		~~572~~196
Development, product release and testing		7241		7768
Management and operating fees		~~102~~-		~~124~~99
Legal and professional		5332		1481
Occupancy, communications and all other, net		~~106~~39		~~124~~115
Total selling, general and administrative expenses	$	~~510~~140	$	~~999~~639

The decrease in selling, ~~marketing~~general and ~~public~~administrative ~~relations expenses~~ is primarily due to ~~decreased~~our ~~sponsorship~~overall ~~fees,~~efforts ~~advertising spending and the termination of a sales and marketing consulting agreement. The increase in legal and professional is due~~ to ~~fees~~reduce ~~incurred in connection with the termination of the Marharg consulting agreement for sales and marketing services~~expenses.

Stock-based compensation

Stock-based compensation expense for the three months ended ~~March~~September 3130, 2015 and 2014 was approximately $605 and $~~179~~61, respectively. ~~The decrease is due to a decrease in stock options grants being issued by us as compared to prior years.~~

Depreciation and amortization

Depreciation and amortization expense totaled $~~345~~215 and $50329 for the three months ended ~~March~~September 3130, 2015 and 2014, respectively. Depreciation charges totaled $0 and $3 for the three months ended ~~March~~September 3130, 2015 and 2014, respectively, and amortization expense for intangible assets totaled $~~342~~215 and $47326 for the three months ended ~~March~~September 3130, 2015 and 2014, respectively. ~~The increase in amortization expenses is due to the consideration paid in fiscal 2014 and August 2014 for exclusive licenses and technology in support of our oil field services product line.~~ Depreciation and amortization expense is excluded from cost of sales.

Change in revaluation of derivatives

The change in fair value of our derivative liabilities resulted in ana ~~unfavorable~~favorable adjustment of $23,~~142~~033 and $21,~~746~~094 for three months ended ~~March~~September 3130, 2015 and 2014, respectively. The value of the derivative liabilities was determined using the Black-Scholes method. See note 7 to our ~~condensed consolidated~~ financial statements for inputs used to calculate the fair value of our derivatives liabilities.

Loss on issuance of convertible debt

We recorded a charge of $0 and $464 for the three months ended March 31, 2015 and 2014, respectively. The charge was in connection with the issuance of the secured convertible Debentures and associated warrants.

Interest expense, net

Net interest expense for the three months ended ~~March~~September 3130, 2015 and 2014 was approximately $~~701~~846 and $1,~~035~~213, respectively. Interest expense consists of $~~463~~592 in connection with the amortization of the debt discount on our outstanding secured convertible debentures, $~~162~~173 in connection with the accrued interest on the outstanding secured convertible debentures, ~~and~~ $7580 for accrued interest on notes payable to related parties and $1 in connection with the deferred financing costs relating to the outstanding secured convertible debentures. Interest income, which was not significant, consists of interest earned on bank deposits and an institutional money market fund.

Results of Operations

(All dollar amounts referred to herein are in thousands, except as otherwise indicated.)

Nine Months Ended March 31, 2015 and 2014

Our activities for the nine months March 31, 2015 and 2014 essentially included capital origination, product development, manufacturing, marketing and sales of our bio-degradable performance and cleaning products and development of mass market product distribution networks for the intended distribution of our products.

Our results of operations are as follows:

	Nine Months Ended March 31,
	2015			2014
Net sales	$	717		$	3,154
Loss from operations		(2,909	)		(3,571	)
Change in revaluation of derivatives		678			1,909
Loss on issuance of convertible debt		-			(833	)
Interest expense, net		(3,211	)		(3,118	)
Net loss	$	(5,442	)	$	(5,613	)

Net Sales

Net sales for the nine months ended March 31, 2015 were $717, primarily attributed to sales of G-OIL® outdoor power equipment 4-cycle engine oils. Net sales for the nine Months Ended March 31, 2014 were $3,154, primarily attributed to sales of G-OIL® outdoor power equipment 4-cycle engine oils and G-CLEAN® pressure washing products. The decrease in net sales from 2014 to 2015 is due to the termination of the TTI Exclusive Distribution Agreement resulting in lower sales of G-OIL® outdoor power equipment 4-cycle engine oils.

For the nine months ended March 31, 2015, approximately 52% of our sales were from one customer, TTI (The Home Depot). For the Nine Months Ended March 31, 2014, approximately 85% of our sales were from three customers, TTI (The Home Depot), Menards and Walmart.

Net sales are comprised as follows:

	Nine Months Ended March 31,
	2015		2014
Performance products (oils)	$	551	$	2,530
Cleaning products	$	166	$	624
Total	$	717	$	3,154

Cost of Sales (exclusive of depreciation and amortization)

Cost of sales (exclusive of depreciation and amortization) primarily consists of the cost of obtaining bio solvents, plant oils, additives, packaging components and fees paid to our manufacturer for the costs of bottling and blending our products. Cost of sales (exclusive of depreciation and amortization) for the nine months ended March 31, 2015 and 2014 were $608, and $3,174, respectively. The decrease in cost of sales from 2015 to 2014 is primarily due to the decrease in net sales.

Selling, General and Administrative Expenses

	Nine Months Ended March 31,
	2015		2014
Salaries	$	246	$	505
Selling, marketing, public relations and related		483		1,118
Development, product release and testing		209		247
Management and operating fees		298		352
Legal and professional		203		199
Occupancy, communications and all other, net		379		456
Total selling, general and administrative expenses	$	1,818	$	2,877

The decrease in salaries is due to a decrease in headcount. The decrease in selling, marketing and public relations expenses is due to decreased sponsorship fees, advertising spending and the termination of the Marharg consulting agreement. The decrease in occupancy, communications and all other, net is primarily due to our overall efforts to reduce expenses.

Stock-based compensation

Stock-based compensation expense for the nine months ended March 31, 2015 and 2014 was approximately $182 and $523, respectively. The decrease is due to a decrease in stock option grants being issued by us as compared to prior years.

Depreciation and amortization

Depreciation and amortization expense totaled $1,018 and $151 for the nine months ended March 31, 2015 and 2014, respectively. Depreciation charges totaled $9 and $11 for the nine months ended March 31, 2015 and 2014, respectively, and amortization expense for intangible assets totaled $1,009 and $140 for the nine months ended March 31, 2015 and 2014, respectively. The increase in amortization expenses is due to the consideration paid in fiscal 2014 and August 2014 for exclusive licenses and technology in support of our oil field services product line. Depreciation and amortization expense is excluded from cost of sales.

Change in revaluation of derivatives

The change in fair value of our derivative liabilities resulted in a favorable adjustment of $678 and $1,909 for nine months ended March 31, 2015 and 2014, respectively. The value of the derivative liabilities was determined using the Black-Scholes method. See note 7 to our condensed consolidated financial statements for inputs used to calculate the fair value of our derivatives liabilities.

Loss on issuance of convertible debt

We recorded a charge of $0 and $833 for the nine months ended March 31, 2015 and 2014, respectively. The charge was in connection with the issuance of the secured convertible Debentures and associated warrants.

Interest expense, net

Net interest expense for the nine months ended March 31, 2015 and 2014 was approximately $3,211 and $3,118, respectively. Interest expense consists of $2,534 in connection with the amortization of the debt discount on our outstanding secured convertible debentures, $464 in connection with interest on the outstanding secured convertible debentures, $190 for interest on notes payable to related parties and $23 in connection with the deferred financing costs relating to the outstanding secured convertible debentures. Interest income, which was not significant, consists of interest earned on bank deposits and an institutional money market fund.

Seasonality

Although our various product lines are sold on a year-round basis, the appearance chemicals and outdoor power equipment markets are inherently seasonal. Seasonality impacts liquidity in that we generally record the majority of our annual retail sales in the quarters ending March and June.

Liquidity and Capital Resources

At ~~March~~September 3130, 2015 and June 30, ~~2014~~2015, we had $8728 and $~~108~~34 in cash and an accumulated deficit of $8788,~~587~~407 and $8290,~~145~~234, respectively. At ~~March~~September 3130, 2015 and June 30, ~~2014~~2015, we had a working capital deficit of $819,~~154~~949 and $1222,~~007~~165, respectively.

Net cash used in operating activities was $1,191 and $1,900 for the nine months ended March 31, 2015 and 2014, respectively. The decrease from 2014 to 2015 was primarily due to the decrease in funding and sales which generated less cash to spend on operations.19

Net cash ~~provided~~used byin ~~financing~~operating activities was $~~1,170~~180 and $~~1,911~~365 for the ~~nine~~three months ended ~~March~~September 3130, ~~2015~~2014 and ~~2014~~2013, respectively. The decrease infrom ~~financing~~2014 ~~activities~~to is2015 was primarily due to ~~proceeds from~~ the ~~issuance~~decrease ~~of note payables~~ in ~~the~~overall amount of $1,170 in 2015 compared to issuance of note payable of $1,950 in 2014. The net proceeds from our financing activities were used to support purchases from suppliers, salaries and administrative expenses.

Net cash provided by financing activities was $175 and $350 for the three months ended September 30, 2015 and 2014, respectively. The decrease in financing activities is primarily due to proceeds from the issuance of secured convertible debentures in the amount of $175 in 2015 compared to proceeds from a related party note payable of $350 in 2014. The net proceeds from our financing activities were used to support general and administrative expenses, purchases from suppliers and selling costs.

We currently have no material commitments for capital expenditures. Our capital requirements are not significant as the majority of our performance and cleaning products are outsourced to third party suppliers. In the foreseeable future, we will require capital for the growth of our business, including increases in personnel, sales and marketing, and purchasing finished goods to fulfill orders.

Losses from operations are continuing subsequent to ~~March~~September 3130, ~~2015~~2014 and we anticipate that we will continue to generate losses from operations in the near future. Since inception, we have financed our operations by issuing securities (common stock and debt instruments) in various private placement transactions and from revenue generated by sales of our products.

Debentures and Warrants

In fiscal 2012 and 2013, we realized gross proceeds of $7,500 ($2,250 in December 2011, $4,000 in October 2012 and $1,250 in March 2013), ~~from~~in ~~the sale of 6.0% Secured Convertible Debentures. In~~ fiscal 2014, we realized gross proceeds of $2,354 ($1,080 in November 2013, $870 in March 2014 and $404 in June 2014) ~~from~~in ~~the sale of additional 6.0% Secured Convertible Debentures. In~~ fiscal 2015, we realized gross proceeds of $1,~~170~~315 ($350 in September 2014, $300 in December 2014, ~~and~~ $520 in March 2015 and $145 in June 2015) and in fiscal 2016, we realized $175 from the sale of additional 6.0% Secured Convertible Debentures, due March 31, 2016, and warrants to purchase 232,~~925~~544,000 shares of Common Stock on or before ~~March~~December 31, 2019. The tofiscal ~~four~~2015 ~~accredited~~debentures ~~investors~~have a conversion price of $0.06 per share. The fiscal ~~2015~~2016 debentures have a conversion price of $0.0602 per share.

Due to the weighted average anti-dilution provision the conversion price of $7,500 of debentures iswas reduced from $0.17 to $0.1312 per share. In addition the attached warrants exercise price iswas reduced from $0.21 to $0.1514 per share. We may prepay the Debentures at any time without penalty upon ten business days prior written notice to the Investors provided there is, at that time, an effective registration statement covering the resale of the shares issuable upon conversion of the Debentures and exercise of the Warrants.

Management Change

In May 2015, Jeffrey Loch resigned as President and Chief Marketing Officer. In July 2015, Mr. Adams resigned from his positions as Chief Financial Officer, Chief Operating Officer and Secretary of the Company.

Going Concern Consideration

Due to our limited amount of additional committed capital, recurring losses, negative cash flows from operations and our ability to pay outstanding liabilities, in their report for the fiscal year ended June 30, 2014, our independent auditors stated that there is substantial doubt about our ability to continue as a going concern. These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, assuming that we will continue as a going concern.

Since inception, we have incurred operating losses and negative cash flows from operations. As of ~~March~~September 3130, 2015, we had an accumulated deficit of $8788,~~587~~407 with total stockholders’ deficit of $1415,~~654~~098. We had a working capital deficit of $819,~~154~~949 at ~~March~~September 3130, 2015 and are currently in default of athe ~~Promissory Note and a~~ 3.25% Secured Note., ~~The~~the ~~promissory~~Promissory ~~note~~Note ~~had~~and anthe ~~installment~~6% ofSecured ~~$566~~Notes ~~due~~issued onto ~~February~~related ~~24,~~party ~~2015~~disclosed ~~and~~in ~~the~~notes ~~secured~~5 ~~note~~and 6. These notes matured on September 30, 2013 and June 30, 2013., ~~Both~~respectively, ~~notes~~and have not been extended and are payable upon demand.

We have undertaken, and will continue to implement, various measures to address our financial condition, including:

●	Continue discussions with existing and potential new investors to invest in us.

●	Seek debt, equity and other forms of financing, including funding through strategic partnerships.

●	Attempt to increase revenues in order to reduce or eliminate our operating losses and enable us to meet our financial obligations.

●	Reduce expenses to conserve cash.

●	Defer certain marketing activities.

●	Investigate and pursue transactions with third parties, including strategic transactions and relationships.

There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.

Contractual Arrangements

Significant contractual obligations as of ~~March~~September 3130, 2015 are as follows:

			Amount Due in	~~Amount Due in~~
Type of Obligation	Total Obligation		Less than 1 year	~~Less than 1 year~~
Sponsorship Agreements	$325	~~325~~	$325	$	~~325~~
Facility Lease	$	83		$	55

Off Balance Sheet Arrangements

We have no material off balance sheet arrangements that are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures.

Summary of Significant Accounting Policies and new Accounting Pronouncements

For the ~~nine~~three months ended ~~March~~September 3130, 2015, there have been no new significant accounting policies or accounting pronouncements from those disclosed in our Annual Report on Form 10-K for the year ended June 30, ~~2014~~2015.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this item

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

WeAs ~~carried~~of ~~out~~the anend ~~evaluation~~of ~~under~~ the ~~supervision~~period ~~and~~covered by this report, we carried out an evaluation with the participation of our ~~management,~~chief ~~including~~executive ~~our~~officer ~~President~~who ~~and~~serves as our ~~Chief~~principal ~~Financial~~executive ~~Officer~~officer and principal financial officer, required by Rules 13a-15 and 15d-15 of ~~effectiveness~~the Securities Exchange Act of 1934 (the ~~design~~“Exchange ~~and~~Act”) ~~operation~~of the effectiveness of our disclosure controls and procedures, as defined in ~~Exchange~~Rules ~~Act Rule~~ 13a-15(e), asand of15d-15(e) ~~the~~under ~~end of~~ the ~~period~~Exchange ~~covered by this report (the “Evaluation Date”~~Act.) Based on this evaluation, our ~~President and~~chief ~~our~~executive ~~Chief~~officer ~~Financial Officer have~~ concluded that our disclosure controls and procedures were not effective asat ofSeptember ~~the Evaluation Date~~30, to2015 ~~ensure~~so ~~that~~as ~~all material information required~~ to beensure ~~disclosed by us in reports~~ that ~~we file or submit under~~ the ~~Exchange~~information ~~Act~~relating ~~is accumulated and communicated~~ to ~~them~~our ascompany ~~appropriate,~~required to ~~allow~~be ~~timely~~disclosed ~~decisions~~in ~~regarding~~our ~~required~~SEC ~~disclosure~~reports ~~and~~(i) ~~that all such information~~ is recorded, ~~processed~~process, summarized and reported aswithin the time periods specified in ~~the~~ SEC rules and forms and ~~that~~(ii) ~~such information~~ is accumulated and communicated to our management, including our ~~President~~chief ~~and~~executive ~~Chief Financial Officer~~officer, to allow timely decisions regarding required ~~disclosure. It~~disclosures ~~should~~due beto ~~noted that~~ the ~~design~~existence of ~~any~~material system of controls is based in part upon certain assumptions about the likelihood of future events, and can therefore only provide reasonable, not absolute, assurance that the design will succeed in achieving its stated goalsweaknesses.

The material weaknesses are as follows:

	●	A lack of sufficient resources including a designated chief financial officer and an insufficient level of monitoring and oversight, which restricted the Company’s ability to gather, analyze and report information relative to the financial statement assertions in a timely manner, including insufficient documentation and review of selection of generally accepted accounting principles.

	●	The limited size of the accounting department makes it impractical to achieve an appropriate level of segregation of duties. Specifically, due to lack of personnel, effective controls were not designed and implemented to ensure accounting functions were properly segregated for and

	●	Due to a lack of adequate staffing within the finance department and adequate staffing within operational departments that provide information to the finance department, we did not establish and maintain effective controls over certain of our period-end financial close and reporting processes. Specifically, effective controls were not designed and implemented to ensure that journal entries were properly prepared with sufficient support or documentation or were reviewed and approved to ensure the accuracy and completeness of the journal entries recorded.

The Company may add additional personnel and procedures, which we believe will remedy these weaknesses in disclosure controls and procedures in future periods. However, there are no assurances we will be able to devote the necessary capital to hire the additional personnel and institute the additional systems, policies and procedures to the level necessary. In that event, there are no assurances that the material weaknesses described above will be timely remediated or not result in errors in our financial statements in future periods.

Changes in Internal Control Over Financial Reporting

~~There~~During ~~were~~the noperiod covered by this report there have been material changes in our internal ~~controls~~control over financial reporting ~~that~~as ~~occurred~~defined ~~during~~in Rule 13a-15(f). These changes have resulted from the ~~quarter~~resignation ~~ended~~of ~~March~~our ~~31,~~Chief ~~2015~~Financial ~~that~~Officer. ~~have~~This may materially ~~affected~~affect, or is reasonably likely to materially affect, our internal control over financial reporting. As part of our remediation efforts, the Company may hire qualified accounting personnel to implement a Company-wide improvement and remediation program.

25Limitation of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in routine litigation incidental to our business. Further, product liability claims may be asserted in the future relative to events not known to management at the present time. Management believes that our risk management practices, including our insurance coverage, are reasonably adequate to protect against potential material product liability losses. We are not a party to any material legal proceeding not in the ordinary course of business at this time.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (All dollar amounts are in thousands)

In ~~January~~July 2015, we issued 3,~~727~~089,~~000~~676 shares of our common stock, with an aggregate fair market value of $~~160~~168, to pay the accrued interest on the outstanding Debentures.

The foregoing issuances were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. An appropriate restrictive legend was imprinted on the back of each issued stock certificate.

Item 6. – Exhibits

Exhibit Numbers		Description
31.1		Certification of President and Chief Marketing Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 *
31.2		Certification of Chief Operating Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 *
32.1		Certification of President and Chief Marketing Officer and Chief Operating Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		XBRL Instance Document*
101.CAL		XBRL Taxonomy Extension Schema Document*
101.SCH		XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*

* Filed herewith.

** Furnished in accordance with Item 601 (32)(ii) of Regulation S-K.23

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	GREEN EARTH TECHNOLOGIES, INC.
Date: May 15, 2015	By:	/s/ Jeffrey Loch
Date: November 16, 2015	By:	/s/ Walter Raquet
		Jeffrey Loch
		Walter Raquet
		President and Chief Marketing Officer (Principal Executive Officer)
		Chief Executive Officer
		/s/ Greg D. Adams
		(Principal Executive Officer)
		Greg D. Adams
		Chief Operating Officer and Chief Financial Officer (Principal Financial Officer)

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