UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549



FORM 10-Q



xQuarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934



For the quarterly period ended June 30,
2012



 ̈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 1-11248



GREEN TECHNOLOGY SOLUTIONS, INC.

(formerly Sunrise Energy Resources, Inc.)

(Exact name of Registrant as specified in
its charter)



|Delaware                        |  | 84-0938688            
|------------------------------- |  | ----------------------
|(State or other jurisdiction of |  | (I.R.S. Employer      
|incorporation or organization)  |  | Identification Number)



|2880 Zanker Road, Suite 203              |  |           
|---------------------------------------- |  | ----------
|San Jose, CA                             |  | 95134     
|(Address of principal executive offices) |  | (Zip Code)



Registrant’s telephone number,
including area code: (408) 432-7285



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 xNo ̈



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 (§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). YesxNo ̈



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                         |  ̈ | Smaller reporting company | x
|(Do not check if a smaller reporting company) |   |                          



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes ̈Nox



As of July 31, 2012, the Registrant had
31,202,694 shares of common stock issued and outstanding.















GREEN TECHNOLOGY SOLUTIONS, INC.



FORM 10-Q

TABLE OF CONTENTS



|           |                                                                                                                                                                                                 |    | Page
|---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----
|PART I.    | FINANCIAL INFORMATION                                                                                                                                                                           |    |     
|           |                                                                                                                                                                                                 |    |     
|Item 1.    | Financial Statements (unaudited)                                                                                                                                                                |    |     
|           |                                                                                                                                                                                                 |    |     
|           | Balance Sheets – June 30, 2012 and December 31, 2011                                                                                                                                            |    | 3   
|           |                                                                                                                                                                                                 |    |     
|           | Statements of Operations - for the six months and three months ended June 30, 2012 and 2011 and for the period from June 12, 2010 (date of re-entry to development stage) through June 30, 2012 |    | 4   
|           |                                                                                                                                                                                                 |    |     
|           | Statements of Changes in Stockholder’s Equity (Deficit) – for the period from June 12, 2010 (date of re-entry to development stage) through June 30, 2012                                       |    | 5   
|           |                                                                                                                                                                                                 |    |     
|           | Statements of Cash Flows - for the six months ended June 30, 2012 and 2011 and for the period from June 12, 2010 (date of re-entry to development stage) through June 30, 2012                  |    | 6   
|           |                                                                                                                                                                                                 |    |     
|           | Notes to the Unaudited Financial Statements                                                                                                                                                     |    | 7   
|           |                                                                                                                                                                                                 |    |     
|Item 2.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                                           |    | 10  
|           |                                                                                                                                                                                                 |    |     
|Item 3.    | Quantitative and Qualitative Disclosures about Market Risk                                                                                                                                      |    | 13  
|           |                                                                                                                                                                                                 |    |     
|Item 4.    | Controls and Procedures                                                                                                                                                                         |    | 13  
|           |                                                                                                                                                                                                 |    |     
|PART II.   | OTHER INFORMATION                                                                                                                                                                               |    |     
|           |                                                                                                                                                                                                 |    |     
|Item 1.    | Legal Proceedings                                                                                                                                                                               |    | 14  
|           |                                                                                                                                                                                                 |    |     
|Item 1A.   | Risk Factors                                                                                                                                                                                    |    | 14  
|           |                                                                                                                                                                                                 |    |     
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                     |    | 14  
|           |                                                                                                                                                                                                 |    |     
|Item 3.    | Defaults upon Senior Securities                                                                                                                                                                 |    | 14  
|           |                                                                                                                                                                                                 |    |     
|Item 4.    | [Removed and Reserved]                                                                                                                                                                          |    | 14  
|           |                                                                                                                                                                                                 |    |     
|Item 5.    | Other Information                                                                                                                                                                               |    | 15  
|           |                                                                                                                                                                                                 |    |     
|Item 6.    | Exhibits                                                                                                                                                                                        |    | 15  
|           |                                                                                                                                                                                                 |    |     
|SIGNATURES |                                                                                                                                                                                                 | 15





2







PART I.



GREEN TECHNOLOGY SOLUTIONS, INC.

(a development stage company)

BALANCE SHEETS



|                                                                                                                                                             |  | June 30, 2012 |            |   | December 31, 2011 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ---------- | - | ----------------- | -
|                                                                                                                                                             |  | (Unaudited)   |            |   |                   |  
|ASSETS                                                                                                                                                       |  |               |            |   |                   |  
|                                                                                                                                                             |  |               |            |   |                   |  
|CURRENT ASSETS                                                                                                                                               |  |               |            |   |                   |  
|Cash and cash equivalents                                                                                                                                    |  | $             | 2,047      |   |                   | $
|Total current assets                                                                                                                                         |  |               | 2,047      |   |                   |  
|                                                                                                                                                             |  |               |            |   |                   |  
|TOTAL ASSETS                                                                                                                                                 |  | $             | 2,047      |   |                   | $
|                                                                                                                                                             |  |               |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                               |  |               |            |   |                   |  
|                                                                                                                                                             |  |               |            |   |                   |  
|CURRENT LIABILITIES                                                                                                                                          |  |               |            |   |                   |  
|Accounts payable                                                                                                                                             |  | $             | 15,413     |   |                   | $
|Advances payable                                                                                                                                             |  |               | 411,176    |   |                   |  
|Total current liabilities                                                                                                                                    |  |               | 426,589    |   |                   |  
|                                                                                                                                                             |  |               |            |   |                   |  
|Convertible notes payable, net of discount of $215,458 and $1,106,580, respectively                                                                          |  |               | 98,908     |   |                   |  
|                                                                                                                                                             |  |               |            |   |                   |  
|TOTAL LIABILITIES                                                                                                                                            |  |               | 525,497    |   |                   |  
|                                                                                                                                                             |  |               |            |   |                   |  
|STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                                                               |  |               |            |   |                   |  
|Common Stock, $0.001 par value, 75,000,000 authorized, 31,202,694 and 146,594 issued and outstanding as of June 30, 2012 and December 31, 2011, respectively |  |               | 31,203     |   |                   |  
|Additional Paid-in Capital                                                                                                                                   |  |               | 9,507,174  |   |                   |  
|Retained earnings (accumulated deficit)                                                                                                                      |  |               | (7,113,753 | ) |                   |  
|Deficit accumulated during the development stage                                                                                                             |  |               | (2,948,074 | ) |                   |  
|Total stockholders' equity (deficit)                                                                                                                         |  |               | (523,450   | ) |                   |  
|                                                                                                                                                             |  |               |            |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                         |  | $             | 2,047      |   |                   | $



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





3











GREEN TECHNOLOGY SOLUTIONS, INC.

(a development stage company)

STATEMENTS OF OPERATIONS

(Unaudited)





|                                                    |  | Six months ended |            |   | Three months ended |   |          | For the period from  June 12, 2010 (date re-entered development stage) through | 
|--------------------------------------------------- |  | ---------------- | ---------- | - | ------------------ | - | -------- | ------------------------------------------------------------------------------ | 
|                                                    |  | June 30,         |            |   | June 30,           |   |          | June 30,                                                                       | 
|                                                    |  | 2012             |            |   | 2011               |   |          | 2012                                                                           | 
|                                                    |  |                  |            |   |                    |   |          |                                                                                | 
|                                                    |  |                  |            |   |                    |   |          |                                                                                | 
|OPERATING EXPENSES                                  |  |                  |            |   |                    |   |          |                                                                                | 
|Sales, general and administrative expenses          |  | $                | 142,568    |   |                    | $ | 470,136  |                                                                                | 
|                                                    |  |                  |            |   |                    |   |          |                                                                                | 
|LOSS FROM OPERATIONS                                |  |                  | (142,568   | ) |                    |   | (470,136 | )                                                                              | 
|                                                    |  |                  |            |   |                    |   |          |                                                                                | 
|OTHER INCOME (EXPENSE)                              |  |                  |            |   |                    |   |          |                                                                                | 
|Interest expenses, net                              |  |                  | (924,058   | ) |                    |   | (53,906  | )                                                                              | 
|Impairment of joint venture                         |  |                  | (2,000     | ) |                    |   | -        |                                                                                | 
|Total other income (expense)                        |  |                  | (926,058   | ) |                    |   | (53,906  | )                                                                              | 
|                                                    |  |                  |            |   |                    |   |          |                                                                                | 
|NET LOSS                                            |  | $                | (1,068,626 | ) |                    | $ | (524,042 | )                                                                              | 
|                                                    |  |                  |            |   |                    |   |          |                                                                                | 
|                                                    |  |                  |            |   |                    |   |          |                                                                                | 
|NET LOSS PER COMMON SHARE – Basic and fully diluted |  | $                | (0.04      | ) |                    | $ | (44.70   | )                                                                              | 
|                                                    |  |                  |            |   |                    |   |          |                                                                                | 
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING          |  |                  | 29,518,601 |   |                    |   | 11,724   |                                                                                | 





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





4









GREEN TECHNOLOGY SOLUTIONS, INC.

(a development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’
EQUITY (DEFICIT)

(Unaudited)





|                                                          |  |              |            |  |         |   |        |             |  |   |             |   |  | Deficit     |            |   |       |  
|--------------------------------------------------------- |  | ------------ | ---------- |  | ------- | - | ------ | ----------- |  | - | ----------- | - |  | ----------- | ---------- | - | ----- | -
|                                                          |  |              |            |  |         |   |        |             |  |   |             |   |  | accumulated |            |   |       |  
|                                                          |  |              |            |  |         |   |        | Additional  |  |   |             |   |  | during the  |            |   |       |  
|                                                          |  | Common Stock |            |  | Paid-In |   |        | Accumulated |  |   | development |   |  | Equity      |           
|                                                          |  | Shares       |            |  | Amount  |   |        | Capital     |  |   | Deficit     |   |  | stage       |            |   | Total |  
|BALANCE, DECEMBER 31, 2009                                |  |              | 395        |  |         | $ | -      |             |  | $ | 6,650,413   |   |  | $           | (7,083,492 | ) |       | $
|                                                          |  |              |            |  |         |   |        |             |  |   |             |   |  |             |            |   |       |  
|Correction in number of outstanding shares                |  |              | 1          |  |         |   | -      |             |  |   | -           |   |  |             | -          |   |       |  
|Issuance of shares for conversion of note payable         |  |              | 50         |  |         |   | -      |             |  |   | 30,000      |   |  |             | -          |   |       |  
|Issuance of shares for conversion of note payable         |  |              | 66,667     |  |         |   | 67     |             |  |   | 199,933     |   |  |             | -          |   |       |  
|Imputed interest expense                                  |  |              | -          |  |         |   | -      |             |  |   | 25,808      |   |  |             | -          |   |       |  
|Net loss for the year                                     |  |              | -          |  |         |   | -      |             |  |   | -           |   |  |             | (30,261    | ) |       |  
|                                                          |  |              |            |  |         |   |        |             |  |   |             |   |  |             |            |   |       |  
|BALANCE, DECEMBER 31, 2010                                |  |              | 67,113     |  |         | $ | 67     |             |  | $ | 6,906,154   |   |  | $           | (7,113,753 | ) |       | $
|                                                          |  |              |            |  |         |   |        |             |  |   |             |   |  |             |            |   |       |  
|Issuance of shares for conversion of note payable         |  |              | 70,000     |  |         |   | 70     |             |  |   | 209,930     |   |  |             | -          |   |       |  
|Issuance of shares for consulting services                |  |              | 5,000      |  |         |   | 5      |             |  |   | 209,995     |   |  |             | -          |   |       |  
|Share rounding on reverse split                           |  |              | 4,481      |  |         |   | 4      |             |  |   | (4          | ) |  |             | -          |   |       |  
|Beneficial conversion feature on convertible note payable |  |              | -          |  |         |   | -      |             |  |   | 1,179,356   |   |  |             | -          |   |       |  
|Imputed interest expense                                  |  |              | -          |  |         |   | -      |             |  |   | 84,126      |   |  |             | -          |   |       |  
|Net loss for the year                                     |  |              | -          |  |         |   | -      |             |  |   | -           |   |  |             | -          |   |       |  
|                                                          |  |              |            |  |         |   |        |             |  |   |             |   |  |             |            |   |       |  
|BALANCE, DECEMBER 31, 2011                                |  |              | 146,594    |  |         | $ | 146    |             |  | $ | 8,589,557   |   |  | $           | (7,113,753 | ) |       | $
|                                                          |  |              |            |  |         |   |        |             |  |   |             |   |  |             |            |   |       |  
|Issuance of shares for conversion of note payable         |  |              | 31,056,100 |  |         |   | 31,057 |             |  |   | 900,626     |   |  |             | -          |   |       |  
|Imputed interest expense                                  |  |              | -          |  |         |   | -      |             |  |   | 16,991      |   |  |             | -          |   |       |  
|Net loss for the year                                     |  |              | -          |  |         |   | -      |             |  |   | -           |   |  |             | -          |   |       |  
|                                                          |  |              |            |  |         |   |        |             |  |   |             |   |  |             |            |   |       |  
|BALANCE, JUNE 30, 2012                                    |  |              | 31,202,694 |  |         | $ | 31,203 |             |  | $ | 9,507,174   |   |  | $           | (7,113,753 | ) |       | $



On November 19, 2010, the Company effected a one-for-200 reverse
stock split. All share and per share numbers have been restated to reflect the reverse split.



On January 21, 2012, the Company effected a one-for-300 reverse
stock split. All share and per share numbers have been restated to reflect the reverse split.





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



5









GREEN TECHNOLOGY SOLUTIONS, INC.

(a development stage company)

STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                       |  | For the six months ended June 30, |            |   | For the period from June 12, 2010 (date re-entered development stage) through June 30, |  
|---------------------------------------------------------------------- |  | --------------------------------- | ---------- | - | -------------------------------------------------------------------------------------- | -
|                                                                       |  | 2012                              |            |   | 2011                                                                                   |  
|                                                                       |  |                                   |            |   |                                                                                        |  
|CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:                       |  |                                   |            |   |                                                                                        |  
|Net loss                                                               |  | $                                 | (1,068,626 | ) |                                                                                        | $
|Adjustments to reconcile net loss to net cash in operating activities: |  |                                   |            |   |                                                                                        |  
|Impairment of investment in joint venture                              |  |                                   | 2,000      |   |                                                                                        |  
|Stock issued for consulting services                                   |  |                                   | -          |   |                                                                                        |  
|Imputed interest expense                                               |  |                                   | 16,991     |   |                                                                                        |  
|Amortization of discount on convertible notes payable                  |  |                                   | 891,122    |   |                                                                                        |  
|Changes in operating assets and liabilities:                           |  |                                   |            |   |                                                                                        |  
|Prepaid expenses                                                       |  |                                   | -          |   |                                                                                        |  
|Accounts payable and accrued liabilities                               |  |                                   | (14,072    | ) |                                                                                        |  
|Accrued interest payable                                               |  |                                   | 15,945     |   |                                                                                        |  
|NET CASH (USED IN) OPERATING ACTIVITIES                                |  |                                   | (156,640   | ) |                                                                                        |  
|                                                                       |  |                                   |            |   |                                                                                        |  
|CASH (USED IN) INVESTING ACTIVITIES                                    |  |                                   |            |   |                                                                                        |  
|Cash used in investment in joint venture                               |  |                                   | (2,000     | ) |                                                                                        |  
|NET CASH (USED IN) INVESTING ACTIVITIES                                |  |                                   | (2,000     | ) |                                                                                        |  
|                                                                       |  |                                   |            |   |                                                                                        |  
|CASH PROVIDED BY FINANCING ACTIVITIES:                                 |  |                                   |            |   |                                                                                        |  
|Proceeds from advances                                                 |  |                                   | 159,708    |   |                                                                                        |  
|NET CASH PROVIDED BY FINANCING ACTIVITIES                              |  |                                   | 159,708    |   |                                                                                        |  
|                                                                       |  |                                   |            |   |                                                                                        |  
|NET INCREASE (DECREASE) IN CASH                                        |  |                                   | 1,068      |   |                                                                                        |  
|CASH, at the beginning of the period                                   |  |                                   | 979        |   |                                                                                        |  
|                                                                       |  |                                   |            |   |                                                                                        |  
|CASH, at the end of the period                                         |  | $                                 | 2,047      |   |                                                                                        | $
|                                                                       |  |                                   |            |   |                                                                                        |  
|Supplemental Disclosures of Cash Flow Information:                     |  |                                   |            |   |                                                                                        |  
|Cash paid during the period for:                                       |  |                                   |            |   |                                                                                        |  
|Interest                                                               |  | $                                 | -          |   |                                                                                        | $
|Taxes                                                                  |  | $                                 | -          |   |                                                                                        | $
|                                                                       |  |                                   |            |   |                                                                                        |  
|Noncash investing and financing transactions:                          |  |                                   |            |   |                                                                                        |  
|Issuance of stock for consulting services                              |  | $                                 | -          |   |                                                                                        | $
|Refinancing of demand notes to convertible notes payable               |  | $                                 | -          |   |                                                                                        | $
|Issuance of stock for conversion of convertible notes payable          |  | $                                 | 931,683    |   |                                                                                        | $
|Stock payable for conversion of convertible notes payable              |  | $                                 | -          |   |                                                                                        | $



The accompanying notes are an integral part
of the financial statements.





6









GREEN TECHNOLOGY SOLUTIONS, INC.

(a development stage company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)



|1. | INTERIM FINANCIAL STATEMENTS
|-- | ----------------------------



The accompanying unaudited interim
financial statements include all adjustments, which in the opinion of management are necessary in order to make the accompanying
financial statements not misleading, and are of a normal recurring nature. However, the accompanying unaudited financial statements
do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations,
cash flows and stockholders’ equity (deficit) in conformity with generally accepted accounting principles. Except as disclosed
herein, there has been no material change in the information disclosed in the notes to the financial statements included in our
annual financial statements for the period ended December 31, 2011 included in Form 10-K. Operating results for the period ended
June 30, 2012 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2012.



|2. | PRESENTATION OF FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | -----------------------------------------------------------------------------------



Basis of Presentation–
The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do
not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.



Going concern —
The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company incurred
a net loss of $1,068,626 during the six months ended June 30, 2012, while the Company’s current liabilities exceeded its
current assets by $424,542.



In view of the matters described
in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet
is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its
financing requirements on a continuing basis by raising additional funds through debt or equity financing. The Company expects
to satisfy its cash requirements by obtaining additional loans; however, there is no assurance that additional capital will be
available to the Company when needed and on acceptable terms. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue in existence.



Use of Estimates and Assumptions–
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could materially differ from these estimates.



Cash and Cash Equivalents
– Cash includes petty cash and cash held on current bank accounts. Cash equivalents include short-term investments
with an original maturity of three months or less that are readily convertible to known amounts of cash which are subject to insignificant
risk of changes in value. Cash and cash equivalents as of June 30, 2012 and December 31, 2011 consisted mainly of U.S. dollar-denominated
current accounts held at major banks.



Revenue Recognition –
The Company is not currently generating revenue; however, revenue generated in the future will be recognized in accordance with
SEC rules. The four criteria that must be met in order to recognize revenue are: (1) persuasive evidence of an arrangement exists;
(2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonable assured.



Earnings (Loss) per Share
– Earnings (loss) per share are computed in accordance with current accounting literature. Basic earnings (loss)
per share are calculated by dividing the net income (loss) available to common stockholders by the weighted average number of shares
outstanding during the year. Diluted earnings per share reflect the potential dilution of securities that could share in earnings
of an entity. In a loss year, dilutive common equivalent shares are excluded from the loss per share calculation as the effect
would be anti-dilutive.



|3. | CONVERTIBLE NOTES PAYABLE
|-- | -------------------------



On January 9, 2012, the holder
of the $661,683 Convertible Note Payable elected to convert the entire principal in the amount of $661,683 into 22,056,100 shares
of common stock. On that date, the unamortized discount related to this principal was $618,583. This amount was immediately amortized
to interest expense. The principal amount of $661,683 was recognized as an increase in stockholders’ equity as a result of
this conversion. There was no gain or loss on the conversion, because it was effected in accordance with the terms of the convertible
note agreement.





7







On January 12, 2012, the holder
of the $517,673 Convertible Note Payable assigned principal in the amount of $270,000 to six entities ($45,000 each). The new holders
of the $517,673 Convertible Note Payable elected to convert principal in the amount of $270,000 into 9,000,000 shares of common
stock. On that date, the unamortized discount related to this principal was $253,872. This amount was immediately amortized to
interest expense. The converted principal amount of $270,000 was recognized as an increase in stockholders’ equity as a result
of this conversion. There was no gain or loss on the conversion, because it was effected in accordance with the terms of the convertible
note agreement.



|4. | ADVANCES PAYABLE
|-- | ----------------



During the six months ended
June 30, 2012, the Company has received working capital advances in the amount of $159,708. These advances are non-interest bearing
and payable upon demand. The Company has imputed interest on these advances in the amount of $16,991 for the six months ended June
30, 2012. The imputed interest was recorded as an increase in additional paid-in capital.



|5. | SHAREHOLDERS’ EQUITY
|-- | --------------------



On January 9, 2012, the Company
issued 22,056,100 shares of common stock upon conversion of the $661,683 Convertible Note Payable. This issuance of common stock
resulted in a change in control of the Company.



On January 12, 2012, the Company
issued 9,000,000 shares of common stock upon conversion of a portion of the $517,673 Convertible Note Payable in the amount of
$270,000.



The Company has imputed interest
on advances in the amount of $16,991 for the six months ended June 30, 2012. The imputed interest was recorded as an increase in
additional paid-in capital.



|6. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------



Litigation–
The Company has been and continues to be the subject of legal proceedings and adjudications from time to time. Management believes
that the resolution of all business matters which will have a material impact on the Company’s financial position or operating
results have been recorded.



|7. | RISK MANAGEMENT POLICIES
|-- | ------------------------



Management of risk is an essential
element of the Company’s operations. The main risks inherent to the Company’s operations are those related to credit
risk exposures and market movements in interest rates. A description of the Company’s risk management policies in relation
to those risks is provided below.



Credit risk–
The Company is exposed to credit risk which is the risk that one party to a financial instrument will fail to discharge an obligation
and cause the other party to incur a financial loss.



Interest rate risk –
Interest rate risk arises from the possibility that changes in interest rates will affect the value of a financial instrument.



Currently, the Company’s
approach to the interest risk limitation is borrowing at fixed rates and for short periods.





8









ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS



The following discussion
should be read in conjunction with the Company's unaudited financial statements and associated notes appearing elsewhere in this
Form 10-Q.



As used in this
report, the terms "we", "us", "our", the "Company" and "GTSO" mean Green Technology
Solutions, Inc., unless otherwise indicated.



Caution Regarding Forward-Looking Information



All statements contained
in this Form 10-Q, other than statements of historical facts, that address future activities, events or developments are forward-looking
statements, including, but not limited to, statements containing the words "believe," "expect," "anticipate,"
"intends," "estimate," "forecast," "project," and similar expressions . All statements
other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements
of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services,
developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief;
and any statements of assumptions underlying any of the foregoing. These statements are based on certain assumptions and analyses
made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments
as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the
expectations and predictions of management is subject to a number of risks and uncertainties described under “Risk Factors”
under Part II Item 1A below and in the “Risk Factors” section of our Form 10-K for the fiscal year ended December 31,
2011 that may cause actual results to differ materially.



Consequently, all
of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance
that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the
expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking
statements as they speak only of the Company's views as of the date the statement was made. The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.



Discussion and Analysis of Financial Condition



Organization and Basis of Presentation





Company History



Green Technology Solutions, Inc. (“GTSO”,
“we”, “us”, “our” or the “Company”) was incorporated as XCL Sunrise, Inc. in the
State of Delaware on April 1, 1991. We changed our name to Sunrise Energy Resources, Inc. on November 1, 2004. On October 26, 2010,
we changed our name to Green Technology Solutions, Inc.



GTSO is in the business of identifying
and acquiring rights in early stage, breakthrough green technologies, with the plan to develop these technologies into marketable
products. To date, we have identified the following market segments: (1) the advancement of cleaner world-wide mining technologies,
with an emphasis on rare earth and precious metals mining applications, (2) the development of additional markets for environmentally
friendly methods of recovering minerals from electronic waste and (3) smart grid technology.  Our mission is to focus
our resources on discovering the best available new innovative technologies in this industry space and we intend to work with young
companies and inventors to deliver innovation in the real world.



In addition to the foregoing, we plan to
focus our resources on successfully identifying new green technologies that have greatest potential to produce near term profits.
Due to our limited management and employees, we expect to continue to form strategic joint venture relationships with early stage
development technology companies whose goals and objectives are similar to ours. Moreover, we anticipate continued use of and reliance
upon industry consultants who have the knowledge and expertise in the areas of our existing and future business ventures. We have
located our new offices in the Silicon Valley city of Palo Alto, California, which management believes may increase access to cutting
edge technologies. As of June 30, 2012, the Company has one employee.



On June 12, 2010, five purchasers acquired
control of 82,519 shares (16,503,817 pre-split shares) of our issued and outstanding common stock representing approximately 69.67%
of the total number of issued and outstanding shares from Burisma Holdings Limited. The aggregate purchase price for the shares
was $270,000. Cambridge Securities of Panama, a Panama corporation, acquired 60,411 shares of common stock, and four other unrelated
corporations each acquired control of 5,527 shares of common stock.  As a result of this transaction, there was a change
in control of the Company, and Cambridge Securities of Panama became the Company’s majority shareholder.



On October 13, 2011, the Company’s
majority shareholder approved a one-for-300 reverse stock split and an increase in the authorized capital to 100 million post-split
shares. These changes became effective upon approval by FINRA on January 10, 2012.





9







On November 2, 2011, John Shearer, Director
and Chief Executive Officer (“CEO”) of the Company, resigned from all positions held with the Company, including resigning
from Board service.  There was no disagreement between the Company and Mr. Shearer at the time of his resignation from
the Company.



Also on November 2, 2011, the Company appointed
Paul Watson as Director, CEO and President to replace Mr. Shearer.  A seasoned executive, Mr. Watson, age 36, brings
a wealth of experience in finance, corporate strategy and management to GTSO. From 2005 through 2009, Mr. Watson served as a mergers
and acquisitions advisor and private equity group manager for KPMG Financial Advisory Services in Shanghai, China.  From
2009 until 2011, he was Managing Director of Hermes Investment Group, a merchant bank focused on clean technology and environmental
science established in Shanghai China, and headquartered in the United States. Mr. Watson also currently serves as a Director and
CEO of Obscene Jeans Corporation.  He is a graduate of the University of Houston, Bauer College of Business with a bachelor’s
degree in finance.  He speaks English, Chinese and Spanish.



Current Plan of Operations



We are currently identifying possible early
stage companies and technology across a range of green technologies and environmentally friendly practices for the purpose of acquiring
rights to them and developing them into marketable products. We have already identified several potential new technology endeavors
and management is studying these endeavors for their potential inclusion into our development process.



On January 29, 2011, we entered into a
Profit Participation Agreement with Integrated Smart Solutions, Inc. (“ISS”), a California corporation that develops
smart grid technologies. Smart grid technology is an electric network which uses two-way digital communication to control appliances
at consumers' homes to achieve energy savings, reduced costs and increased reliability.  Pursuant to the agreement, we
will receive up to five percent of the net profits realized by ISS, if any, in exchange for six monthly payments of $10,000.  We
have no guarantee that ISS will achieve profitable operations.



On January 30, 2011, we entered into a
Joint Venture Agreement with Rare Earth Exporters of Mongolia Pte. Ltd. (“REEM”), whose mission is to supply worldwide
industrial and manufacturing economies with necessary rare earth minerals. Under the terms of our agreement, we will have a 50%
interest in REEM’s profits in exchange for our agreement to provide operating capital. REEM is contributing its knowledge
and product development skills in the market. Our initial task is to determine whether certain properties we have identified have
mining claims with commercial viability. We will need to raise significant additional capital in order to fully realize the value
of our claims in the joint venture if our claims reveal that they contain the rare earth minerals we are seeking to mine. We currently
do not have any plan or efforts underway to raise such a significant amount of capital and are not sure when, if ever, we will
be able to do so to pursue the exploitation of these mining claims if they prove to exist.



On April 12, 2011, we entered into a letter
of intent to acquire REEM.  Since February, we have worked together with REEM to procure and develop rare earth mining
claims and operations inside the nation of Mongolia. According to the letter of intent, the final purchase price for REEM was to
be agreed upon pending independent evaluations of these sites’ mineral deposits currently underway.  The independent
evaluation of the mineral deposits was not been completed and the final purchase price has not been determined.  As a
result of performing additional due diligence, the Company has determined that it will not finalize the acquisition of REEM.



On June 8, 2011, the Company signed a profit
participation agreement with AR Ehkes, a Mongolian company.  The purpose of the profit participation agreement is to
facilitate the mining of rare earths at three sites in Mongolia.  Under the terms of the agreement, the Company will
receive 15% of the net profits generated by AR Ehkes from production at the three defined sites in Mongolia.  In exchange
for this, the Company will be required to pay AR Ehkes $10,000 per month for a period of six months.  In addition, the
Company will pay the costs of excavating, moving and exporting a 20 ton rail car of ore from the site. The Company made the required
monthly payments of $10,000 each in June, July and August. The Company can cancel this agreement at any time by not making additional
payments. There would be no continuing obligation of the Company. The next payment of $10,000 would have been due in September.
As of September 30, 2011, the Company canceled this contract by not making the required payment. No additional payments will be
made after September 30, 2011.



On June 27, 2011, the Company (through
its joint venture with Beijing Bullion Transfer Group) signed a profit participation agreement with AR Ehkes to facilitate the
mining of rare earth at a fourth site in Mongolia.  Under the terms of the agreement, the Company will receive 15% of
the net profits generated by AR Ehkes from production at this site.  In exchange, the Company will be required to pay
AR Ehkes $10,000 per month for a period of six months.  In addition, the Company will pay the costs of excavating and
evaluating 20 core samples from the site to determine the content of precious metals. The Company made the required monthly payments
of $10,000 each in June, July and August. The Company can cancel this agreement at any time by not making additional payments.
There would be no continuing obligation of the Company. The next payment of $10,000 would have been due in September. As of September
30, 2011, the Company canceled this contract by not making the required payment. No additional payments will be made after September
30, 2011.



On October 20, 2011, we signed an option
agreement regarding the potential acquisition of Chery Minerals, LLC. The option agreement provides us with 45 days to perform
due diligence and negotiate a final purchase price. We paid $5,000 for this option. Chery Minerals, LLC is in the business of rare
earth metals exploration and mineral development with a focus on gold in Africa. We have not completed our due diligence as of
the filing of this report.





10







On November 2, 2011, we entered into an
agreement with New World Energy Ltd. to form a joint venture (“NEWCO”) for the purpose of exploring potential mineral
claims in Indonesia. Each party will own 50% of the joint venture. NEWCO will acquire the mineral rights, make any and all necessary
disbursements on behalf of NEWCO, and collect and distribute profits in accordance with the ownership percentages of the joint
venture. We have committed to fund the portions of the cash flow requirements of NEWCO. New World Energy Ltd. will manage and operate
NEWCO as its contribution to the joint venture.



On December 15, 2011, we signed an letter
of intent regarding the potential acquisition or joint venture agreement with Diamond V Associates, Inc. The letter of intent provides
us with 90 days to perform due diligence and negotiate a final purchase price. Diamond V Associates is in the business of rare
earth and precious metals exploration and mineral development with a focus on gold in Alaska and Africa. We have not completed
our due diligence as of the filing of this report and the letter of intent was extended for another 90 days on March 27, 2012 due
to delays in the due diligence process.



On June 8,
2012, we signed a joint venture agreement with Diamond V Associates, Inc.to fund the research, planning and development
of tungsten and other rare earths and precious metals in North America and Africa. According to the agreement, all profits, losses
and other allocations to the joint venture shall be allocated as follows at the conclusion of each fiscal year on a 50:50 basis
between GTSO and Diamond V Associates. We will contribute $2,000 per month to the joint venture for working capital for the joint
venture’s operations. If we determine that additional funding is required after projects are identified, we will negotiate
the amount of any contribution that we would make with Diamond V Associates.



Through GTSO’s newest initiative
in the mining, rare earth and precious metals sector, the Company plans to create the necessary logistics and distribution channels
to mine, ship, and deliver precious metals to the global marketplace. The Company intends to be a driving force behind a more competitive
rare earth metals market. The Company’s alliances in Asia and Africa provide a strategic advantage and access to one of the
most plentiful rare earth deposits in the world. GTSO has also identified additional joint venture and acquisition targets in China
and South America. The mission is to meet the growing demand for gold, silver, tungsten and other precious and rare metals, while
introducing sustainable and environmentally friendly practices that also create new products and reduce greenhouse gas pollutants
through the use of biomass and organic carbon sequestration.



Results of Operations and Going Concern



We incurred a net loss of $1,068,626 for
the six months ended June 30, 2012, and had a working capital deficit of $424,542 as of June 30, 2012. We do not anticipate having
positive net income in the immediate future. Net cash used in operations for the six months ended June 30, 2012 was $156,640. These
conditions create an uncertainty as to our ability to continue as a going concern.



We continue to rely on advances to fund
operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance that we will
continue to have such advances available. We will not be able to continue operations without them. We are pursuing alternate sources
of financing, but there is no assurance that additional capital will be available to the Company when needed or on acceptable terms.



Results of Operations for the six months ended June 30, 2012
compared to the six months ended June 30, 2011



General and Administrative Expenses



General and administrative expenses decreased
in the six months ended June 30, 2012 as compared to the six months ended June 30, 2011 from $470,136 to $142,568 due to the Company’s
focus on controlling overhead costs.



Loss from Operations



The decrease in our operating loss for
the six months ended June 30, 2012 as compared to the comparable period of 2011 from $470,136 to $142,568 is due to the decrease
in general and administrative expenses described above.



Other Income (Expense)



Interest expense increased during the six
months ended June 30, 2012 compared to the same period of 2011 from $53,906 to $924,058. The increase was primarily the result
of amortization of discounts on convertible notes payable in the amount of $891,122 during the six months ended June 30, 2012.
There was no such amortization during the comparable period of 2011.



Net Income (Loss)



We recognized a net loss of $1,068,626
for the six months ended June 30, 2012 as compared to a net loss of $524,042 for the same period of 2011. Changes in net loss are
primarily attributable to the increase in interest expense partially offset by the decrease in general and administrative expenses
as described above.





11







Results of Operations for the three months ended June 30,
2012 compared to the three months ended June 30, 2011



General and Administrative Expenses



General and administrative expenses decreased
in the three months ended June 30, 2012 as compared to the three months ended June 30, 2011 from $270,401 to $65,337 due to the
Company’s focus on controlling overhead costs.



Loss from Operations



The decrease in our operating loss for
the three months ended June 30, 2012 as compared to the comparable period of 2011 from $270,401 to $65,337 is due to the decrease
in general and administrative expenses described above.



Other Income (Expense)



Interest expense remained relatively unchanged
decreasing from $29,807 for the three months ended June 30, 2011 to $27,182 for the three months ended June 30, 2012.



Net Income (Loss)



We recognized a net loss of $94,519 for
the three months ended June 30, 2012 as compared to a net loss of $300,208 for the same period of 2011. Changes in net loss are
primarily attributable to the increase in interest expense partially offset by the decrease in general and administrative expenses
as described above.



Liquidity and Capital Resources



Net cash used by operating activities was
$156,640 and $481,034 for the six months ended June 30, 2012 and 2011, respectively. The decrease is mainly attributable to the
decreased net loss as a result of lower general and administrative expenses.



Cash provided by financing activities was
$159,708 and $517,673 for the six months ended June 30, 2012 and 2011, respectively. The decrease is mainly attributable to decreased
advances received which were required to fund the Company’s operations.



We had negative working capital of $424,542
as of June 30, 2012 compared to $279,974 as of December 31, 2011. Our cash position increased to $2,047 at June 30, 2012 compared
to $979 at December 31, 2011.



Our monthly cash requirement amount is
approximately $25,000, and as of June 30, 2012, cash on hand would fund operations for less than one month.



The Company anticipates it will require
around $800,000 to sustain operations and effectively evaluate new business opportunities over the next twelve months. However,
if our mining claims show significant deposits, then we may require several million dollars of additional financing. The Company
intends to seek to raise these funds through equity and debt financing; however, there is no guarantee that funds will be raised
and the Company has no agreements in place as of the date of this filing for any financing.



We do not have any material commitments
for capital expenditures. However, should we execute our business plan as anticipated, we would incur substantial capital expenditures
and require financings in addition to what is required to fund our present operations.



Additional Financing



Additional financing is required to continue
operations. Although actively searching for available capital, the Company does not have any current arrangements for additional
outside sources of financing and cannot provide any assurance that such financing will be available.



Off Balance Sheet Arrangements



None



Cash requirements



The Company anticipates it will require
around $800,000 to sustain operations and effectively evaluate new business opportunities over the next twelve months. The Company
intends to seek to raise these funds through equity and debt financing; however, there is no guarantee that funds will be raised
and the Company has no agreements in place as of the date of this filing for any financing.



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.





12







ITEM 4. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and
Procedures



We carried out an evaluation, under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness
of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2012. Based
upon that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2012, our
disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed by us
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and
is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.



| | 1. | As of June 30, 2012, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | As of June 30, 2012, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our management, including our principal executive officer and
principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent
all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if
any, have been detected.



Changes in Internal Control over Financial Reporting



During the quarterly period ended June 30, 2012, there was no
change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting





13







PART II –
OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



There are no outstanding legal proceedings
material to the Company to which the Company or any of its assets are subject, nor are there any such proceedings known to be contemplated.
Management believes that the resolution of all business matters which would have a material impact on the Company’s financial
position or operating results have been recorded.



Item 1A. Risk Factors



In addition to the other information set
forth in this quarterly report, you should carefully consider the risks discussed in our 2011 Annual Report on Form 10-K including
the Risk Factors set forth in Part I of our Annual Report, which risks could materially affect our business, financial condition
or future results. There have been no material changes to the risk factors disclosed in the "Risk Factors" section of
our Annual Report on Form 10-K for the year ended December 31, 2011. These risks are not the only risks facing our Company. Additional
risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect
our business, financial condition or future results.



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



None



Item 3. Defaults upon Senior Securities



None



Item 4. [Removed and Reserved]



N/A





14







Item 5. Other Information



None



Item 6. EXHIBITS



|Exhibit No. |  | Description of Exhibit                                                                            
|----------- |  | --------------------------------------------------------------------------------------------------
|            |  |                                                                                                   
|3.1         |  | Amended and Restated Certificate of Incorporation of the Company (1)                              
|3.2         |  | Bylaws of the Company (1)                                                                         
|10.1        |  | 10% Subordinated Note Due March 30, 2009 (4)                                                      
|10.2        |  | 10% Subordinated Note Due June 6, 2009 (4)                                                        
|10.3        |  | 10% Subordinated Note Due March 30, 2009 (5)                                                      
|10.4        |  | 10% Subordinated Note Due June 6, 2009 (5)                                                        
|10.5        |  | Joint Venture Agreement (6)                                                                       
|10.6        |  | Sale and Assignment of Rights Under Joint Venture Agreement (6)                                   
|10.7        |  | Profit Participation Agreement dated January 29, 2011 with Integrated Smart Solutions, Inc. (3)   
|10.8        |  | Joint Venture Agreement dated January 30, 2011 with Rare Earth Exporters of Mongolia Pte. Ltd. (3)
|10.9        |  | Sale and Assignment of Rights Under Joint Venture Agreement dated November 8, 2010 (3)            
|14          |  | Code of Ethics (2)                                                                                
|31.1        |  | Section 302 Certification (7)                                                                     
|32.1        |  | Section 906 Certification (7)                                                                     
|101         |  | XBRL Interactive Data (8)                                                                         



| | (1) | Incorporated by reference from the Form SB-2 filed on September 15, 2006.                  
| | --- | -------------------------------------------------------------------------------------------
| | (2) | Incorporated by reference from the Form 10-K for the Annual Period Ended December 31, 2009.
| | (3) | Incorporated by reference from the Form 10-K for the Annual Period Ended December 31, 2010.
| | (4) | Incorporated by reference from the 10-QSB for the Six Month Period Ended June 30, 2006.    
| | (5) | Incorporated by reference from the 10-KSB for the Fiscal Year Ended December 31, 2006.     
| | (6) | Incorporated by reference from the 8-K filed on December 13, 2010.                         
| | (7) | Filed herewith.                                                                            
| | (8) | To be furnished by amendment                                                               



SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|                      | Green Technology Solutions, Inc.                               
|--------------------- | ---------------------------------------------------------------
|                      |                                                                
|                      | /s/ Paul Watson                                                
|Date: August 14, 2012 | Paul Watson                                                    
|                      | Chief Executive Officer                                        
|                      | (Principal Executive, Financial and Accounting
        Officer)



15