UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM
10-K



|[X]       | ANNUAL
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--------- | ----------------------------------------------------------------------------------
|          |                                                                                   
|          | For
    the fiscal year ended March 31, 2011                                      
|          |                                                                                   
|[
      ] | TRANSITION
    REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT    
|          |                                                                                   
|          | For
    the transition period from _________ to ________                          
|          |                                                                                   
|          | Commission
    file number: 333-167147                                            



|GreenCell,
    Incorporated                                       
|------------------------------------------------------------------
|(Exact
    name of registrant as specified in its charter)        
|                                                                  
|Florida                                                           
|(State
    or other jurisdiction of incorporation or organization)
|                                                                  
|1
    Keuka Business Park, Penn Yan, New York                     
|(Address
    of principal executive offices)                      
|Registrant’s
        telephone number: 315-694-7134               



|Securities
                                                                      registered under Section 12(b) of the Exchange Act:
|------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                    
|Title
    of each class                                                                                                             
|none                                                                                                                                
|Securities
        registered under Section 12(g) of the Exchange Act:                                                              
|Title
    of class                                                                                                                  
|none                                                                                                                                



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [
X ]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ X
] No [ ]



Indicate
by checkmark 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 [ ] No [ X ]



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). Yes [ ] No
[X]




Table of Contents


Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



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]



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

Yes
[ ] No [X]



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter. Not available



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
31,760,000 as of June 17, 2011.

2


Table of Contents






|TABLE OF CONTENTS
|-----------------
|                 
|PART
        I   
|Item
    1.      
|Item
    2.      
|Item
    3.      
|PART
        II  
|Item
    5.      
|Item
    7.      
|Item
    8.      
|Item
    9.      
|Item
    9A.     
|Item
    9B.     
|PART
        III 
|Item
    10.     
|Item
    11.     
|Item
    12.     
|Item
    13.     
|Item
    14.     
|PART
        IV  
|Item
    15.     



3


Table of Contents


PART
I



Item
1. Business



Company
Overview



We were
incorporated in Florida on December 7, 2009, at which time we commenced operations. Our address is One Keuka Business Park, Penn
Yan, New York, 14527 and our telephone number is (315) 694-7134.



Our
principal offices are located at 5422 Carrier Drive, Suite 309, Orlando, Florida 32819. Our phone number is (407) 363-5633.



Our
Business



We
are in the business of developing products for the transportation and appliance gas ignition markets. Our emphasis now and since
our inception is our igniter for the home heating, i.e. a home oil or gas furnace, and the appliance gas ignition market, i.e.
stove tops and gas hot water tanks; thereafter we plan to develop products primarily for the automobile industry. Our gas ignition
and automobile products will use our ceramic fiber matrix composite (“UltraTemp Composite” or “Ceramic Composite”)
and UltraTemp process used to make that composite as licensed to us by our co-founder, SenCer, Inc. (“SenCer’), a
New York based technology firm.



Traditional
ceramic device manufacturing combines dense ceramic layers, which are not always thermally or mechanically stable. The UltraTemp
process involves a proprietary chemical process that quickly allows a near net shape forming of a semi-dense ceramic fiber/matrix
composite. Several new variants of the process (UltraTemp-A and UltraTemp-C) have been created for electronic device manufacturing
and the technology has been transferred to us for completion of device design and marketing. The fiber matrix composite is used
as a base thermal and mechanical structure. Operating layers have been developed for and to match the UltraTemp substrate. These
layers are typically conductive anode (an anode of a device is the terminal where current flows in from outside) and cathode (a
cathode is an electrode through which electric current flows into a device) layers coupled with ion conducting electrolyte (electronically
conductive) layers. The UltraTemp process allows for an extreme bonding between layers, which we believe has the potential to
provide more robust performance at a lower cost then the current ceramic market. This method can be used to create many different
layered devices. Most such devices have conducting and sensing layers to provide sensing and power conductive properties. As such,
UltraTemp is our core technology and proprietary process to produce our ceramic fiber/matrix composite that is used to bond metal
and ceramic layers or devices to be fabricated. We intend to use our licensed technology for the igniter, brake pads and high
temperature oxygen sensors, and fuel cells. For example, with a ceramic igniter, the igniter device uses a single conductive layer
to heat the composite to high temperature for gas ignition. Additionally, with more complex devices such as fuel cells or oxygen
sensors, we plan to use the UltraTemp process to create multiple conductive and electrolyte layers in which the active layers
are well bonded to our ceramic fiber/matrix composite. The UltraTemp process is important because it impacts upon the relative
cost, strength, longevity and efficiencies of such products. In addition, we believe our near net shaping process has the potential
for a low cost method of making simple or complex shapes without expensive diamond machining requirements. We are attempting through
our UltraTemp process and ceramic composites to create gas ignition and automobile products that are less costly, energy efficient,
and capable of rapid and flexible development; however, we face significant developmental risks, including intense competition,
especially from Japanese technical ceramic firms, lack of financial resources, the absence of patent protection and reliance upon
the intellectual properties of other companies with whom we may co-develop products.



We
also have the proprietary rights to UltraTemp A and C, which are specific chemistries made from the UltraTemp process, that are
targeted to device manufacturing, such as the igniter we are developing and plan to have our patent attorneys conduct a review
to determinate their patentability. In the event that we apply our UltraTemp-A or UltraTemp-C to devices that we intend to develop,
we will either: (a) fully develop such planned future products or (b) through co-development agreements, we will combine our UltraTemp-A
and UltraTemp-C proprietary ceramic fiber/matrix composite with the intellectual properties of other companies to manufacture
complete devices. For example, with our planned future fuel cell product we may use the UltraTemp process and UltraTemp-A and
UltraTemp-C composite materials to provide a pre-packaged fuel cell stack and sell that technology into existing fuel cell applications.
In those instances, where we combine our technologies with others, we may seek joint patents and/or joint marketing agreements.

4


Table of Contents


In
the period between July 2010-September 2010, we completed the proof of concept or early stage prototype and full prototype for
our first intended product, an igniter for the home heating appliance market. The proof of concept (early stage development) encompasses
the stability of UltraTemp and the electrical conductor. The prototype encompasses a 12 volt igniter fabricated to a specific
shape design and packaging. The igniter market is using a 12, 24 and 120 volt version. Our original prototype was a 12 volt igniter
as directed from an initial potential OEM customer. Discussions with a second potential OEM customer generated a quotation for
a 120 volt igniter with specific design specifications. This igniter is currently in design. The 12 volt igniter continues to
be tested with positive results since it has exceeded the steady state test of 31 days, a CSA regulated requirement (as detailed
on page 30), with testing exceeding more than 60 days and zero degradation of voltage and electrical current. The final CSA test
required a 200,000 cycle test, which we originally estimated would be conducted in February 2011; however, our estimate now is
that the final CSA test will be conducted in approximately August 2011, since such final test should be conducted shortly before
production. This estimate is contingent upon receiving final design approval and a production order from an OEM. Primary pre-prototype
and final prototype work was completed on the 12 and 24-volt igniters. The initial working 12 volt igniter was completed in October
of 2010. The 120 volt igniter represents the majority of potential market share and we have turned our attention to a completion
of that design. The material aspects for the 120 volt igniter are complete for the proof of concept and full prototype and we
are currently completing a 120 volt UltraTemp igniter to a specific shape and voltage requirement as requested by a potential
OEM customer according to their specifications. We anticipate having final design approval for the 120 volt prototype by July
2011.



During
the pre-prototype phase, we completed the material aspects of the igniter concept, namely the chemical, density, thermal expansion
and electrical properties were developed into a working igniter system. The voltage requirement relates to the resistivity or
conductivity of the ink in relation to the required voltage. We only learned in October 2010 that our first possible order for
300,000 units would include a 120 Volt requirement, not an 80 volt requirement as had been originally requested. We have never
initiated any work pertaining to an 80-volt igniter and we no longer consider the 80 volt igniter to be a future technology. Our
final requirement for a 120-volt production igniter is to adjust the pattern and/or resistivity of the ink to achieve 120 Volts
in accordance with an acceptable size and shape that will meet the OEM requirements should we complete an agreement or obtain
an acceptable order from the OEM. The material aspects are complete and all that remains is a designed pattern to achieve 120
Volts.



Apart
from core materials development pertaining to our future planned oxygen sensor, fuel cell and brake pads, we have not conducted
any development for these planned future products. We plan to develop these products throughout 2011 and 2012.



We
are an early stage development business with no revenue generating operations. The earliest that we anticipate that we could generate
revenue is the fourth quarter of 2011. However there is no guarantee that we will be able to generate revenue at that or any point
in time. In order to commence revenue generating operations, we need to complete development and begin marketing and selling our
future first-generation igniter product.



Industry
Background



General



The
primary target market for our expected future products is Original Equipment Manufacturers (hereafter referred to as “OEMs”)
in the automotive and home heating industries. The home-heating device and automotive OEM industries develop, manufacture, and
provide parts to home appliance, heating and cooling and automotive device manufacturers to include in their products. The components
in the home heating and automobile are rarely manufactured by the carmaker or home heating manufacturers themselves; rather, they
are purchased from OEMs, branded under the manufacturer’s name and then installed during the production process on assembly
lines. This allows the individual industries to focus their core competencies and has created a separate industry for the manufacture
of components, such as those we are developing and intend to sell.

5


Table of Contents


Igniters



Igniters
are primarily used in the home heating and home appliance industries for the purpose of igniting intermittent gas systems that
incorporate additional electronics for safety shutoff.Oxygen Sensors

Oxygen
sensors are primarily used in the automobile sensor industry to control fuel and ignition systems to optimize performance of automobile
emissions control systems and improve fuel economy.

Fuel
Cells

Fuel
cells are developed for use within the automobile, commercial trucking, commercial power, and home power industries. There are
several different types of fuel cells developed from several chemical systems. Typically, fuel cells generate electricity from
an electrochemical reaction in which oxygen (air) and a fuel (i.e. hydrogen) combine to form water. The electricity produced can
be used to power all sorts of devices, from cars, light and heavy utility vehicles as both primary and auxiliary power, stationary
power sources and material-handling vehicles such as forklifts, buses, laptops, mobile phones and recharging small portable electronics.
The by-product, heat, is also used in some applications to keep houses warm.

The
fuel cell industry faces the following significant hurdles:



| | • |  | solutions
    for long term aging and overall cost factors;
| | - |  | -----------------------------------------------------------



| | • |  | availability
    of governmental funds to fund fuel cell technology research and development;
| | - |  | ---------------------------------------------------------------------------------------------



| | • |  | financial
    commitments by the US government and the automotive industry to foster growth in the fuel cell industry as an environmentally
    safe alternative;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | controlling
    the risk of fire and explosion or exposure to harmful chemicals;
| | - |  | --------------------------------------------------------------------------------



| | • |  | managing
    safety work systems by training personnel in manual handling and operating emergency procedures; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| | • |  | whether
    the hydrogen fuel cell industry will be accepted by the automobile industry.
| | - |  | ----------------------------------------------------------------------------------------

Fuel
cells have not yet achieved widespread market acceptance in our target markets because of their heavy reliance on hydrogen as
fuel as well as material costs and life expectancy goals. Hydrogen fuel cells have not been sufficiently developed from a technological
standpoint. While the targeted Solid Oxide Fuel Cell, otherwise known as SOFC, has the broadest fuel cell capability, and can
utilize reformed natural gas, propane gasoline, methanol and even fuel oil, pure hydrogen would be the most efficient; however,
hydrogen is difficult and dangerous to store and distribute. Nearly all of hydrogen comes from oil and gas, leading to considerable
expense. Further, the hydrogen fuel cell industry faces various hurdles prior to achieving market acceptance, including:



| | • |  | whether
    car manufacturers and state and federal governments will sufficiently finance the development of technologies and retrofitting
    to accommodate the use of hydrogen fuel cells;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | whether
    state and federal governments will offer tax incentives to encourage the development and use of hydrogen fuel cells;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| | • |  | whether
    a sufficient amount of hydrogen may be produced in an efficient and environmentally friendly way;
| | - |  | -------------------------------------------------------------------------------------------------------------



| | • |  | current
    hydrogen production is expensive and the use of hydrogen will not grow unless technologies are sufficiently developed to reduce
    production costs;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | because
    hydrogen’s density is so low, the use of hydrogen will not grow unless it can be squeezed into a denser form to fit into
    a reasonably sized storage tank;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | because
    hydrogen can make various metals, most significantly, high strength steel, to become brittle and fracture following exposure to
    hydrogen, the transportation of hydrogen is difficult and inefficient; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | whether
    there will be a sufficient quantity of hydrogen fuel cell stations to accommodate a growing use of hydrogen powered automobiles.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



6


Table of Contents


Brake
Pads

Brake
pads have been used in the automobile industry and historically have been composed of metal based composite materials.



Our
Markets and Marketing to those Markets



The
target markets for our future products are manufacturers, distributors and wholesalers in the home device, heating and cooling
and automotive industries. Our initial marketing efforts will be limited to developing relationships with OEMs that have already
been developed in those industries by our officers and establishing new OEM relationships and attending trade shows in the home
heating, cooling, automotive industries. To date, our Chief Executive Officer has attempted to develop relationships with OEMs
that he already had developed in the past through his position as Chief Executive Officer of General Automotive, as well as new
relationships with other OEMs; however, no agreements, permanent arrangements or understandings have been reached between those
OEMs and us.



Our
Products

SenCer’s
UltraTemp Technologies

Our
future products are being developed using SenCer’s technology conveyed to us, “UltraTemp” and “UltraTemp-A
and UltraTemp-C”, which are used to develop new ceramic fiber matrix composites that create surface bonds with metals and
ceramics that are long-lasting and has been successfully tested to operate as high as 1800 degrees. UltraTemp, UltraTemp-A and
UltraTemp-C produce a physical core structure and fiber physiology to allow a bond when coatings of high purity oxide and metals
are replaced on the surface and co-fired with the composite. The flexibility of the technologies allows us to specifically tailor
the composite and coatings and required shapes and reshapes to the specific needs of our prospective OEMs or other customers,
including rapid design changes, without the need for costly hard tooling, which is possible through SenCer’s software based
technologies.



Throughout
our UltraTemp composite technologies we will attempt to provide the following properties to our future products:



| | • |  | adhesion
    to a wide range of coatings to ensure long life;
| | - |  | -------------------------------------------------------------



| | • |  | controlled
    pore size, which controls thermal properties;
| | - |  | ------------------------------------------------------------



| | • |  | chemical
    inertness, which allows a range of chemical combinations to fit the individual needs of an OEM or other customers;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| | • |  | stability
    at high operating temperatures;
| | - |  | ---------------------------------------------



| | • |  | increased
    durability; and
| | - |  | -----------------------------



| | • |  | ability
    to be formulated into a wide variety of shapes, which provides OEMs with a precise and quick method to formulate and reformulate
    shapes, without the need for expensive tooling or retooling.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

UltraTemp-C/
UltraTemp-A

The
UltraTemp-C and UltraTemp-A technologies are new versions of SenCer’s core UltraTemp technology for OEM devices, which is
composed of conductive layers well bonded to a composite thermal substrate. The UltraTemp-C and UltraTemp-A technologies are used
to tailor specific OEMs devices for target markets. UltraTemp-C and UltraTemp-A has potential applications to high temperature
clean furnaces, metal refining fixtures, heaters, sensors and igniters, thermal structures and fuel cells.

7


Table of Contents


Description
of our Future Products





8


Table of Contents




The
following is a chart of each of our future technologies, the work that has been performed and the work to be performed



|Technology        |  | Base
    Technology                                                                                                                              |  | Accomplished
    to Date*                                                                                                                                                                                                                           |  | To
    be Accomplished****                                                                                                                                                                                                                                                                                                                 
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Igniter           |  | UltraTemp-C
        Proprietary
        Conductor                                                                                                |  | Early
                                    Working Prototypes
        Successful
        Aging Tests
        Cost
        Reduced Substrate
        Synthesis
        of Proprietary Conductor                                                       |  | Final
                                    Package and Testing
        OEM
        Tests
        Certification
        Tests
        Final
        Marketing                                                                                                                                                                                
|Oxygen
    Sensor |  | UltraTemp-A,
                                    UltraTemp-C**
        Proprietary
        Electrolyte
        Proprietary
        anode/cathode |  | Bench
                                    Designs for AC/DC Tests
        Early
        Working Prototypes
        Bench
        Testing Designs
        Beginning
        Seal Development                                                         |  | UltraTemp-C
                                    electrolyte/anode/cathode materials layer design and development.
        Further
        Seal Development
        Package
        Development
        Further
        Testing
        Partnership
        Development                                                                     
|Fuel
    Cell     |  | UltraTemp-A,
                                    UltraTemp-C
        Proprietary
        Electrolyte
        Proprietary
        anode/cathode   |  | Early
                                    Working Prototypes
        NY
        State Funded Engineering
        Feasibility Study
        Working
        Concept
        Beginning
        Seal Development
        Bench
        Testing Designs |  | UltraTemp-C
                                    electrolyte/anode/cathode materials layer design and development.
        Further
        Seal Development
        Package Development
        Further
        Testing
        Button
        Cell Test Fabrication***
        Final
        Design
        Partnership
        Development
|Brake
    Pads    |  | UltraTemp-A
    UltraTemp-C                                                                                                                      |  | Concept                                                                                                                                                                                                                                             |  | Design/Build/Test
    Partnership Development                                                                                                                                                                                                                                                                                              

9


Table of Contents






*
These technical accomplishments relate to testing and developing our Ceramic Composite, which was accomplished by SenCer prior
to our inception. They were conveyed to us through the Technology License Agreement, which includes licensor technology relating
in any way to the ceramic composite technology using the UltraTemp. Apart from our plan to use the Ultra Temp process and Ultra
Temp A and Ultra Temp B to our future planned products oxygen sensors, fuel cells and brake pads, we have conducted no development
of these future planned products. SenCer completed a funded engineering study of the potential for an UltraTemp fuel cell, the
focus of which was primarily on an UltraTemp design. The study did not provide enough funding to complete a working prototype,
however, a funded project from Oakridge National Laboratory lead to the fabrication of a prototype UltraTemp A fuel cell, which
was successfully tested. SenCer did not incur any expenses regarding the foregoing. The focus now is on an UltraTemp C design,
which we are attempting to develop capable of operating at lower temperature. The proof of concept or early stage prototype involves
a fabrication of the device to ascertain chemical interactions and early stage performance. The final stage prototype involves
a fabrication of the unit with final OEM specifications and tested under final stage requirements (CSA certification). The final
stage device would have maximized thermal and chemical properties to achieve a long product life.



**
As indicated previously, Ultra Temp is the actual process by which we make our fiber matrix ceramic material. Ultra Temp A and
C are specific chemical versions produced by the UltraTemp process that are required for specific device manufacturing and as
indicated above to be conveyed to us through the Technology License Agreement. For instance, an oxygen sensor can be made from
Ultra Temp A or C, but not Ultra Temp.



***
Button cell test fabrication is a way to test cost, aging and performance of fuel cell layers on a simple 1 inch round disk and
serves as a cost saving method for proof before building a complete unit.



****
The “To Be Accomplished” section refers to actual full devices to be fabricated from the base UltraTemp technology.
UltraTemp-C has been tested with our igniter prototype and represents our attempt to improve performance over UltraTemp-A with
respect to performance enhancements and lower temperatures of operation. UltraTemp C was conceived and partially developed during
the NYSERDA program referred to above in footnote *; however, no working prototype of the fuel cell was made from UltraTemp-C,
which we plan to accomplish.



Ceramic
Igniter (Ceris)

A
composite based hot surface igniter is being developed in our attempt to provide a lower cost, higher performance alternative
to existing technologies. We will initially target home heating and appliance applications and then later focus on ceramic sensor
and heater panel uses.

Ceramic
Oxygen Sensor (Ceros)

We
will attempt to develop a composite based oxygen sensor that is at a lower cost and higher performance for automotive, and home
heating sensors. The development will be based upon a design that replaces expensive precious metal electrodes and attempts to
perform with a higher output signal at lower process or engine temperatures.

Ceramic
Oxide Brake Systems (Cerob)

We
intend to develop composite based brake pads and assemblies in our attempt to produce lower heat infiltration into automobile
rotors and calipers, which are the primary components of brake pads.

Ceramic
Oxide Fuel Cells (Cerofc)

We
plan to develop a solid oxide fuel cell which uses our bonding technology in our attempt to produce lower operating temperatures
at higher power outputs for the fuel cell. The UltraTemp-C based fuel cell assemblies will incorporate high temperature power
couplings designed for long life and an integrated gas seal based proprietary glass formula for hydrogen sealing.

We
will brand the “Ceris”, “Ceros”, “Cerob” and “Cerofc” names to market our future
products described above.



10


Table of Contents


PRODUCT
DEVELOPMENT



Igniter
Development

We
are developing and intend to develop our products, such as gas system and appliance igniters, oxygen sensors, fuel cells and brake
pads, primarily for OEMs, manufacturers, industry distributors and resellers that operate in the home device, automotive, heating
and cooling industries. There is a new and expanding market for igniters related to fuel cells. These igniters will need to operate
in hydrogen and may require some modification of our current technology. Development of igniters for fuel cells would be contingent
upon the needs of co-developers or OEMs and we have no present plans to develop igniters for fuel cells unless we secure an agreement
on acceptable terms with a co-developer or OEM. We develop, with the assistance of SenCer, the technologies for our products and
develop the products themselves, including our UltraTemp and UltraTemp-A and UltraTemp-C technologies to create long-lasting,
high-temperature surface bonds between new ceramic composites and metals and ceramics. Contingent upon adequate financing and
certain other contingencies and risks, we intend to develop multiple levels of distribution throughout the United States and then
internationally. We seek to develop less costly and more effective alternatives to existing products by using SenCer’s proprietary
technologies and processes. We will primarily focus our resources on marketing and third party partnership arrangements. Technical
support in these endeavors will be provided by the relationship and Technology Licensing Agreement with SenCer. Prior to establishing
our own employees and leasing production and research and development space at our corporate headquarters in Penn Yan, New York,
SenCer established a research facility and manufacturing capability at our now corporate headquarters. Our corporate headquarters
is occupied by SenCer and our employees who will both engage in research and development and production activities in connection
with our business.To the extent that we use SenCer’s employees for our research, which has not occurred to date, we will
sub-contract for SenCer’s research services, which contract will contain a pre-budgeted agreed upon plan with milestone
achievements. We do not lease any space from SenCer.

SenCer,
through several years’ direct effort by Mr. David Burt, had developed a ceramic emitter for plastic welding and had successfully
tested several prototypes for temperature and radiation. In reviewing the emitter technology, and after discussions on its
use as an igniter with several OEM’s, the principal officers of our to be co-founders decided to include the technology
in discussions of a joint venture. Although the ceramic emitter had some parallels in functionality to the igniter technology
we developed, it had no application to the licensed technology that was eventually licensed to us by SenCer, i.e. for use in the
transportation and gas ignition markets. No outside sources, other than discussions with end users regarding requests to improve
the technology were used. After transfer of the technology to us as outlined in the Technology License Agreement, we continued
SenCer’s development and prototype testing by perfecting the synthesis of the core compounds for final design of the igniter
and to test production techniques for these materials. In June 2010, we completed successful synthesis of the conductive compounds
and substrate materials utilizing in-house production methods.



| | Task
     1. | Igniter
    Development and Testing (CERIS)
| | ------------ | -------------------------------------------

We
previously planned on our Phase I development being 6 months, which we began in February 2010 At the time, we were on track with
the milestone achievements of developing an in-house conductive materials synthesis for the igniter and to complete initial prototypes
by the last week of July 2010; however, because we received feedback from various OEMS about product requirements, we have incorporated
that in our testing schedule by conducting more extensive life cycle testing to determine the potential longevity of the igniter,
which extended the completion of our developmental work to the end of 2010. Therefore, our developmental period has been extended
from the original projected 6 months to 11 months.

11


Table of Contents


The
initial work has centered on the development of the proprietary conductive layers for the igniter. Conductive layers serve the
purpose of providing a resistive heating element for the igniter. We have acquired final sources of all raw materials and equipment
necessary to do initial and production runs. Dr. Creedon, our consultant, has provided the necessary calculations to conduct first
trials of producing conductive perovskite, a material with the same type of crystal structure as calcium titanium oxide, which
serves the purpose of creating the conductive resistive materials. Equipment has been acquired and installed to develop both a
preliminary and production size capacity. We completed the pre-prototype and final prototype for the 12 and 24-volt igniter in
December 2010 with aging tests still ongoing into 2011. Our aging tests have passed the 31-day period deemed to be successful
aging. The pre-prototype stage focused on the material aspects and properties of the materials. This pre-prototype stage occurred
from July 2010 to September 2010 and culminated in a first demonstration of a 12 and 24 volt igniter which we presented to Emerson
in October of 2010. The 120 volt design will progress in parallel to the foregoing plan.

The
initial design is complete and we have acquired a new production lot for the composite base. This material is 1/3 the price of
the original prototypes that was developed by SenCer and the supplier has assured long term acquisition of this material, although
we do not have a verbal or written agreement to ensure any prolonged acquisition of this material, nor are there any assurances
that we will be able to secure the material on a long term basis. We will run 2 lots of the composite base, one with the old chemistry,
which is no longer available and one with the new lot. These will be analyzed to assure there is no degradation from the new chemistry.



All
bench designs, which serve the purpose of testing the igniter designed to the OEM’s are complete. We own one piece of analytical
equipment, a thermal expansion unit. Pursuant to an arrangement between SenCer and us and consistent with SenCer’s role
to develop the technologies, SenCer has permitted us to use its testing equipment, manufacturing equipment for prototypes and
software. This equipment will allow us to fully characterize and test under all conditions for the igniter. Final bench programming
to allow for CSA certification tests is half complete. In addition portable prototype demonstration packages are almost complete
for showing potential customers a direct side by side comparison of our igniters against competitors’ igniters.



| | Task
     2. | Igniter
    Marketing / Patents (CERIS)
| | ------------ | ---------------------------------------

We
have developed a presentation to interest potential OEM partners. OEM partners are interested in another market source and would
provide internal testing of our igniters prior to purchase. Once the initial prototypes are complete we will have our patent attorneys,
Brian Shaw of Harter Secrest & Emery, LLP, conduct a patent review of the first 2 patents.



| | Task
     3. | Continued
    Product Development
| | ------------ | ---------------------------------

Once
the Igniter Development has concluded we will continue our development efforts on the Ceramic Oxygen Sensor (Ceros), Ceramic Oxide
Brake Systems (Cerob), and Ceramic Oxide Fuel Cells (Cerofc). We have sought and will continue to seek partnerships with both
commercial and government agencies. At the present time, no agreements, arrangements or understandings have been completed regarding
those potential partnerships.

Phase
I Work Scope - (CERIS) Igniter



| | Task
     1. | Igniter
    Development and Testing (CERIS)
| | ------------ | -------------------------------------------

We
will fabricate a 12, 24 and 120 volt initial ceramic igniter design and synthesize the conductive compound and underlying substrate.
Testing and will be done on hermetically coated and uncoated samples to characterize the best system. We will conduct marketing
efforts in the form of parallel testing at original equipment companies and provide a written evaluation and input for final design
to the original equipment companies.

We
have thus far met the following primary objectives: (a) developed an in-house conductive compound synthesis; (b) further developed
the substrate utilizing lower cost materials; and (c) repeatedly tested all synthesis steps. We constantly update our development
based upon feedback we receive from our test results on in-house processes. We have completed development of our first prototype.
We expect to produce a finished product that is ready for sale by the fourth quarter of 2011.

12


Table of Contents


Design
optimization efforts will fall into the following five subtasks:

Task 1.1    Fabricate
Final Shape—We will work with industry end users to develop a 12, 24 and 120 volt standard shape and will develop further
shapes based upon the manufacturer’s input. Several costing candidates will be investigated based upon different chemistries.

Task 1.2    Develop
Cycling and Gas Ignition Bench Software—A standard set of test programs will be written to address multiple part testing.
This standard software will be utilized on several bench systems for life cycle testing. These tests will conform to CSA requirements.

Task 1.3    Ink
Development-Perovskite and Other Candidates—The candidate conductive powders, once synthesized, will be turned into
a ceramic inks for eventual silk screening or injecting onto the substrates. Once dried and heated to high temperature, the inks
form a target resistance that governs gas ignition voltage and temperature. The ink patterns themselves control the 12, 24, and
110 volt operation. The candidates will be evaluated based upon cost and performance (life).

Task 1.4    Cycling
Tests Bench A—OEM data has revealed the need for 200,000 on/off cycles for acceptance testing and the need for 100%
ignition at the respective 12, 24 and 110 volt specifications. This is a typical life cycle for home heating systems. Bench A
will be used with an automated control system to gather cycle data including, current, voltage, calculated resistance, and temperature.
Visual or Scanning Electron Microscope (SEM) and chemical (X-Ray diffraction) inspection will be done after multiple cycling to
assess further what the life cycle characteristics are of the different voltage igniters.

Task 1.5    Percent
Ignition Cycling Tests Bench B—An automated gas valve system will be programmed and setup to gather percent ignition
and corresponding temperature of ignition success data. Timing of this test will closely resemble a typical gas furnace system.



Task 1.6    CSA
Testing-Certification—Tests will be conducted at CSA facilities for final qualification.

Task 1.7    Other
Shape Development—Through OEM requests, we will develop shape characteristics within the capability of the technology.
New shape forms will be investigated for specific applications.

13


Table of Contents


Igniter
Development Precursor Work



|Project                                                     |  | Description                                      |  | Work Performed By |                    |  | Technology  Ownership |  |             | Dates
|----------------------------------------------------------- |  | ------------------------------------------------ |  | ----------------- | ------------------ |  | --------------------- |  | ----------- | -----
|UltraTemp-C                                                 |  | Develop Fuel Cell Compatible Composite           |  |                   | SenCer             |  |                       |  | SenCer      |      
|                                                            |  |                                                  |  |                  
|Emitter                                                     |  | Develop Conductive Emitter (Plastic Welding)     |  |                   | SenCer             |  |                       |  | SenCer      |      
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | Proof of Concept – Initial Igniter               |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                           
|Note: Technology Transfer to GreenCell Through JV Agreement
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | Develop Commercial Prototype                     |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                           
|Current Development Timeline                               
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | Project Start                                    |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | UltraTemp-C Composite Completion                 |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | Ink/Layer Development                            |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                            |  |                                                  |  |                   |                    |  |                       |  |             |      
|                                                            |  | Internal Synthesis of Compounds                  |  |                   |                    |  |                       |  | (Estimated) |      
|                                                            |  |                                                  |  |                   |                    |  |                       |  |             |      
|                                                            |  | Ink
    synthesis Layer Application on Substrate |  |                   |                    |  |                       |  | (Estimated) |      
|                                                            |  |                                                  | 
|Igniter                                                     |  | Initial OEM Prototype                            |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | Aging (Electrical/longevity) Tests               |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | First OEM Presentation                           |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | Final GreenCell Testing                          |  |                   | GreenCell          |  |                       |  | GreenCell   |      
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | CSA Testing                                      |  |                   | CSA  International |  |                       |  | GreenCell   |      
|                                                            |  |                                                  |  |                  
|Igniter                                                     |  | Projected Initial Order                          |  |                   | GreenCell          |  |                       |  | GreenCell   |      



The
first OEM presentation was made to Emerson Climate Technologies (“Emerson”) and resulted in Emerson requesting a quotation
for a production run of 300,000 igniter units. Emerson has offered to jointly design and test those units in the field. We have
submitted our quotation to Emerson; however, to date, there is no verbal or written agreement between Emerson and us regarding
the potential order or joint design and testing. To date, Emerson has not participated in any development.

The
table above outlines the precursor technology development at SenCer and the progress of our development timelines for the igniter.
The progression of events regarding us involved qualifying newer raw material candidates during fabrication of UltraTemp-C and
conducting in-house development of the conductive inks. The conductive inks are synthesized from the precursor chemicals and high
temperature fired to form the compound. Inks are then made using specific chemical formulas that we have developed. The process
involves fabrication of the UltraTemp-C substrate, then application of the conductive ink layer onto the substrate with final
high temperature heating to form the finished igniters. The finished igniters are then bench tested for electrical performance
and long term aging or longevity stability.

14


Table of Contents


The
UltraTemp-C igniter is a two component device. The design utilizes a substrate or encapsulant of a ceramic composite (UltraTemp-C)
with a bonded layer of a conductive oxide ceramic (ink resistance layer) to formulate a design that includes cost improvements
and oxidation resistance. Voltage is applied to the conductive layer and within approximately 17 seconds or less and the conductive
layer is heated to 900-1200 degrees centigrade and a flowing gas is passed over the device for ignition of the gas.



|Task
     2. | Igniter
    Marketing / Patents (CERIS)
|------------ | ---------------------------------------

Task 
2.1    Product Design Review—The final assessment for manufacturing an initial lot of igniters will
be made.

Task 2.2    Patent
Filing—Patent applications will be reviewed and filed for the Ceris Product and ancillary process patents.

Task
2.3    Marketing: First OEM Tests—Once suitable initial candidates are ready, through us and market
leader testing, a portable prototype station will be completed and presentations of the technology will be made available for
evaluation to potential customers that want us to license our technology to them or enter into partner licensing arrangements.



Manufacturing
and Distribution of Products

Manufacturing

We
do not presently have manufacturing agreement to manufacture our future products.

Manufacturing
will be accomplished through negotiations and either entering into an agreement with SenCer to use their manufacturing equipment
at our New York facility or we will use the manufacturing facilities and capabilities of third party manufacturers.

Our
Manufacturing Abilities

Because
we lease the entire New York facility where SenCer had previously established manufacturing processes, we may conduct our own
manufacturing. SenCer has previously developed manufacturing processes to implement efficient and flexible production equipment.
Should we undertake our own manufacturing, we plan to rent SenCer’s manufacturing equipment, including: (a) advanced, commercially
available manufacturing software and computer-aided design, computer-aided manufacturing, computational fluid dynamics and other
sophisticated design tools to streamline the design and manufacturing processes; (b) complex computer simulations and analyses
in the conceptual design phase before functional prototypes are created; (c) 4 ceramic production milling machines; (d) 5 high
temperature furnaces for production; (e) 3 high temperature furnaces for prototype laboratory analyses; (f) compound synthesis
and ink making equipment to develop proprietary layers and chemistries; and (g) analytical instrumentation including a laser particle
analyser, thermal analysis equipment, mechanical testing equipment, and microscopic analysis equipment for materials development
and quality assurance tracking during manufacturing.

We
have no present agreements, understandings or arrangements with SenCer to rent their equipment and we have no present calculation
of the cost involved in renting the equipment from SenCer; however, pursuant to an arrangement between SenCer and us and consistent
with SenCer’s role to develop the technologies, it has permitted us to use its testing equipment, manufacturing equipment
for prototypes and software. As indicated above, if weundertake our manufacturing, we will lease such equipment from SenCer. There
is no assurance that we will have sufficient financial resources to secure additional equipment. There is no assurance that we
will ever use our New York facility for our manufacturing needs.

We
have invested in a thermal expansion analytical instrument that is used in each product development stage to maximize product
lifetime by measuring the thermal expansion of materials to 1600C. It is critical in the design of our future products when layers
are combined to minimize thermal stress in the product and to adjust our manufacturing processes accordingly, regardless of whether
we or a third party manufacturer ultimately undertakes our manufacturing process.

15


Table of Contents


Should
we undertake our own manufacturing, we will attempt to embrace lean-manufacturing principles to reduce waste by shortening the
timeline between the customer order and delivery, accomplished by initiatives to achieve high product quality across our manufacturing
operations. We will attempt to work both independently and with OEMs to design new products, improve performance and technical
features of existing products and develop methods to lower manufacturing costs. We will attempt to form technical alliances with
engineering firms to identify long-term engineering opportunities.

Third-Party
Manufacturing

Our
current leased space has the capacity only to produce approximately 2,000 igniters per month; should our demand exceed that level
we will need to add additional equipment in our current facility or hire third party manufacturers. Even if our demand does not
exceed that level, we may solely use the services of a third-party manufacturer. Should we enter into a co-development agreement
where the co-developer has manufacturing facilities that meet our needs, those manufacturing services may be part of a co-development
agreement. We have no present agreements with a third party manufacturer. There is no assurance that we ever be able to secure
a third-party manufacturer to accomplish our manufacturing objectives on reasonable terms.

Capital
Equipment

SenCer’s
capital equipment currently consists of: (a) computer numerically controlled production equipment to fabricate shape and
other design features according to an OEM’s specifications; (b) powder synthesis equipment to synthesize the composite
material; and (c) high temperature furnaces to harden the composite material.

Inventory

We
will attempt to implement a Just in Time inventory system where our products are delivered just when needed and neither sooner
or later. In other words, we will make the final product from design engineering to the last manufacturing operation before delivery.
Therefore, we will not typically maintain inventory

Dependency
Upon a Single or a Few Customers

We
currently do not have any customers. We do not anticipate becoming dependent upon one or a few customers since we will be offering
our products to OEMs, component builders, and end users in the home heating and cooling, and automotive fields. Should we enter
into a co-partnering or supplier agreement with other companies that provide for a continuous supply of our products, we may have
a single or a few customers that account for more than ten percent of our business.



Competition

Competition
in the fuel cell industry is intense and fast-developing, including the adoption of fuel cells in automobiles, which is expected
to accelerate rapidly over the next ten years (Pike Research Report, 2010). We face the following competitive factors relative
to our future fuel cell products from the automotive, stationary power, and home power industries:



| | • |  | potential
    new competitors;
| | - |  | ------------------------------



| | • |  | implementation
    of new state and federal regulations;
| | - |  | --------------------------------------------------------



| | • |  | threat
    of substitute power to replace fuel cells;
| | - |  | -----------------------------------------------------



| | • |  | competitors
    developing breakthrough fuel cell technology that makes our fuel cell technology obsolete;
| | - |  | ----------------------------------------------------------------------------------------------------------



| | • |  | competition
    from substitute goods, such as further developed gasoline/diesel engines and hybrid and compressed natural gas vehicles that have
    medium-term competitive advantages; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | greater
    financial, technological and personnel resources by our competitors to conduct research and development and maintain or expand
    operational capacity.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



16


Table of Contents


Our
competitors have greater financial and operational resources, more technological personnel, product variability brand name recognition
than we do. The markets in which we participate are highly competitive. Our future igniter product has competitors in the home
heating and automotive industries, including Saint-Gobain Corporation and Kyocera Corporation. Our future oxygen sensor product
has competitors in the automotive industries, including Bosch, NGK Spark Plugs USA, Inc., Denso Corporation, and AC Delco. Our
future fuel cell and brake pad products have competitors in the automotive industry, including Siemens USA, Ford Motor Company,
General Motors, Chrysler Corp, Toyota Corp and Federal Mogul Corporation. SenCer’s UltraTemp-C Technology that will be sued
in our future products has competitors in all of the foregoing industries.



The
most significant competitive factors we face are product reliability, product performance, product availability, service and price.
The automotive, home heating, and supply industries are highly fragmented and extremely competitive. We will attempt to compete
against our competitors, contingent upon adequate financing, by:



- Refining our
current technologies;
- Developing
new related technologies;
- Expanding our
manufacturing facilities;
- Expanding new
products into existing markets;
- Searching for
new markets and products; and
- Entering into
co-partnering arrangements described immediately below.



Co-Partnering



Because
there are synergies between the above and many other competitors and us, we may seek to enter into suitable co-partnering arrangements
or agreements with ay one or a combination of the above other competitors. The co-partnering arrangements may include:



- Supplying our
individual product to the co-partner;
- Sub –licensing
our technology to the co-partner;
- Supplying sub-assembly
manufacturers with our component part;
- Developing
targeted applications for the co-partner;
- Utilizing our
rapid prototyping technology, as explained immediately below for new product development on behalf of co-partners;
- Expanding new
products into existing markets; and
- Searching for
new markets and products.



Suppliers



We
will require a dependable supply of the following materials for our future products:



| | • |  | Ceramic
    oxides
| | - |  | ------------------



| | • |  | Ceramic
    fibers
| | - |  | ------------------



| | • |  | Thermal
    wire
| | - |  | ----------------



| | • |  | Brazing
    alloys
| | - |  | ------------------



| | • |  | Potting
    compounds
| | - |  | ---------------------

We
do not have any agreements or current arrangements to obtain a guaranteed supply of these materials. We will obtain our materials
on an as-needed basis from global suppliers of ceramic oxides and from United States regional suppliers of ceramic fibers, thermal
wire, brazing alloys, and potting compounds. Because there are multiple suppliers that exist in each of these materials, we do
not expect to encounter any supply difficulties.

17


Table of Contents


However,
we may encounter shortages or supply interruptions, which could result in increased costs for our products or significant delays
in the manufacturing process, each of which would have a material adverse effect on our revenues. We may from time to time enter
into written agreements should we obtain favorable supplier, delivery and price terms, in particular with regard to fiber suppliers,
as a result of process specific specifications required in the supply of the ceramic fiber materials we need.



Intellectual
Property



Patents/Intellectual
Property

We
do not currently own any patents to our proprietary intellectual properties. During the first twenty-four months of our Plan of
Operations and contingent upon adequate financing, we, along with SenCer, plan to jointly file patent applications for our processes
and technologies.

Licenses/Royalties

We
have a December 8, 2009 Technology License Agreement and an amended August 26, 2010 Technology License Agreement with SenCer,
wherein SenCer granted to us an exclusive worldwide license to use its existing ceramic composite technology as well as any such
technology developed thereafter using the UltraTemp, Ceris or Ceros products for the transportation and appliance gas ignition
markets , including gas igniters, appliance igniters, flue gas sensors, automotive sensor heaters, automotive gas sensors, fuel
cell stack and components, head and gas distribution products. In return for the granting the igniter technology license, we are
required to pay SenCer a royalty on a quarterly basis of 2% of the gross sales or further licensing of the igniter technology
or the sale of products which include that technology. This 2% royalty will not be paid on planned future products: oxygen sensor,
fuel cell and brake pads. In other words, the 2% royalty is solely limited to the igniter. SenCer is permitted to by the joint
venture agreement to develop any core UltraTemp applications that are not provided for in the joint venture agreement.

SenCer
had developed some early prototypes of the technology for a completely different application, a ceramic emitter to be used in
plastic welding. This is the work referred to regarding the royalty payment. Since this technology was not automotive or gas ignition
it was determined that a separate royalty was consistent with SenCer having conceived the new igniter market. No work was done
on the igniter technology until after the Joint Venture Agreement was signed. SenCer is permitted to by the joint venture agreement
to develop any core UltraTemp applications that are not provided for in the joint venture agreement.

Trademarks

We
do not have any trademarks.



Government
Regulation

We
are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the
home heating and automotive electronics and accessories industry. We are subject to the laws and regulations of those jurisdictions
in which we plan to sell our products, which are generally applicable to business operations such as ours, such as laws relating
to health and safety of employees, product safety, and laws affecting the environment, business licensing requirements, income
taxes and payroll taxes.Certification Requirements

On
September 30, 2004, The Rochester Institute of Technology, through a Department of Labor grant to prepare a strategic business
assessment of SenCer, acquired the CSA International regulations on SenCer’s behalf for hot surface igniters in conjunction
with preparing an igniter business plan for us.

The
process for CSA certification is typically 1-2 months. We will pre-test the candidate igniters at our facilities and once assured
of meeting the requirements outlined in the documented specifications, we will submit a set of test samples to CSA. CSA will then
conduct their own independent tests outlined in the industry specifications to insure compliance.

18


Table of Contents


CSA
International is a global provider of product testing and certification services for the United States, Canada and countries worldwide,
for electrical, plumbing, gas and mechanical products. All suppliers of ceramic igniters are required to have this certification.

Once
we enter the manufacturing phase of our business, we expect to seek an Igniter CSA Certification from CSA International and an
ISO 9002 Certification from the International Organization for Standardization. The CSA certification is required by OEMs to be
able to include igniters in OEM certified equipment. While an ISO 9002 certification is not required, it is a common industry
standard.



Environmental
Regulations

SenCer’s
facilities and operations, which we will be using for our research and development and manufacturing needs, are subject to a wide
spectrum of federal, state and local environmental laws, regulations, ordinances and directives, including those related to air
emissions, wastewater discharges and chemical and hazardous waste management and disposal. Additionally, our operations are governed
by laws relating to workplace safety and worker health, including the Occupational Safety and Health Act laws. The nature of SenCer’s
and our operations expose us to environmental and worker health and safety claims and liabilities, which we believe that SenCer’s
current operations are in compliance with. There is no assurance that we will not incur material costs in connection with environmental
related liabilities or claims.

We
believe that the future cost of compliance with existing environmental laws will not have a material adverse effect on our business,
financial condition or results of operations. In so far as our actual future products, all materials are made from stable metal
oxides and the solvent system is simple water, which would not likely have a significant environmental impact because the raw
materials for these products do not react chemically with the environment either during manufacturing or at the end of their
life-cycle. However, future events, such as changes in existing environmental laws or their interpretation or the discovery of
presently unknown conditions, may give rise to additional compliance costs or liabilities for the subsidiaries that could have
a material adverse effect on our business, financial condition or results of operations.

We
do not believe that we have material environmental issues pertaining to our manufacturing facilities from prior owners or leases.
The buildings were constructed during the 1960’s and were occupied by a trucking company, who then donated them to Yates
County, New York, and were never used by any industrial manufacturing or other concern that to our knowledge would cause environmental
claims or liabilities.



Research
and Development Expenditures

Research
and Development

We
have incurred $147,125 in research and development expenses from our inception on December 7, 2009 to March 31, 2011. Our
co-founder, SenCer, spent $187,000 on research and development during calendar year 2009 on ceramic emitted development, power
fuel cell components (non-joint venture technology), material synthesis development and composite device development.



Employees

We
have five employees:



| | • |  | Our
    Chief Executive Officer/Chief Financial Officer/Chief Accounting Officer/ Secretary/Treasurer/ Chairman of the Board, Dan Valladao,
    who directs our operations and directs our marketing program, who is also the Chief Executive Officer/Chairman of the Board of
    our co-founder, General Automotive;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | Our
    Chief Technology Officer/Director, David Burt, who develops our technologies and future products, who is also the President of
    our co-founder, SenCer;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | Project
    Administrator/Bookkeeper;
| | - |  | -------------------------------------



| | • |  | Quality
    Manager/Technician; and
| | - |  | -----------------------------------



| | • |  | Technician
| | - |  | ----------



19


Table of Contents


Our
Chief Executive Officer devotes 30% of his time to us and 70% to General Automotive. Once we generate revenues, if ever,
we expect that our Chief Executive Officer will devote an increasing but presently indeterminable percentage of his time to us.
Our Chief Technology Officer devotes 70% of his time to us and 30% to SenCer.

We
use consultants on an as-needed basis to assist us with design, material development, electron microscope, x-ray and chemical
analyses. We have thus far used the services of Dr. Matthew Creedon and Dr. P. Darrell Ownby of the Missouri University of Science
and Technology for those purposes, who invoice us for their services at the rate of $100 per hour. We have no written agreement
with Dr. Creedon or Dr. Ownby pertaining to their consulting services nor do we intend to enter into any written agreement with
them. Additionally, we do not intend to hire Dr. Creedon or Dr. Ownby as our employees. Both Dr. Creedon and Dr. Ownby hold PhD
Degrees in Material Science.



Item
2. Properties



We
maintain our corporate office at 1 Keuka Business Park, Penn Yan, New York, 14527.

Lease
of Production Space and Research and Development/Corporate Headquarters

We
have a lease agreement with Finger Lakes Economic Development Center located in Penn Yan, New York. The leased space consists
of all the space previously leased by SenCer, which consists of 9,900 square feet of production/research and development space
and 4,100 of office space in the building known as Canadaigua Building and also Suite 210 of the Keuka Business Park located in
Jerusalem, New York, which we and SenCer have verbally agreed to share. All such space is used for common purposes between us
and SenCer; however, in accordance with a verbal agreement between SenCer and us, the following space is devoted exclusively for
SenCer’s use: (a) 100 square feet located in the Canandaignua Building for research and development; and (b) 100 square
feet in the Keuka Building for production use. Additionally, that verbal agreement provides that SenCer provide consideration
to us for use of the space by David Burt devoting 70% of his time to us and only 30% to SenCer. There are no other terms to the
verbal agreement.

The
original lease term was for one year from May 1, 2010 to April 30, 2011 and our monthly rental payment was $4,450 plus a $450
monthly utility allowance. We extended that lease on a month to month basis through the end of June 2011. We are currently formalizing
a new lease agreement to remain in the same space for $4,600 a month plus a $450 monthly utility allowance. We are solely responsible
for the rent and there is no provision for SenCer to issue an invoice to us for the use of the space we commonly use. We have
agreed that the leased premises shall be used solely and exclusively for the purpose of production, assembly, warehousing, and
distribution of composite material known as “UltraTemp”. Both buildings are occupied by SenCer and our employees who
will engage in research and development and production activities in connection with our business. SenCer has no other property
that it owns or pays rent pertaining to its business or otherwise. We do not currently rent space to SenCer, SenCer does not currently
rent any space to us.

We
have no policy with respect to investments in real estate development or interests in real estate, and no policy with respect
to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests
in persons primarily engaged in real estate activities.

Although
the lease agreement provides that the leased premises will be used for the purpose of production, assembly warehousing and distribution
of UltraTemp, there is no specific provision in the lease agreement which specifically provides for our use of SenCer’s
equipment located on the leased property and SenCer is not a party to the lease. Therefore, use of SenCer’s manufacturing
equipment would require a separate equipment lease with SenCer. The New York leased facility contains manufacturing capabilities
previously established by SenCer through their manufacturing equipment, which we may lease from SenCer. We have no current agreement
to lease any such equipment from SenCer. We have no present agreements, understandings or arrangements with SenCer to rent their
equipment and we have no present calculation of the cost involved in renting the equipment from SenCer and there is no assurance
that we will ever use our New York facility for manufacturing needs. Please note, however, that, pursuant to an arrangement between
SenCer and consistent with SenCer’s role to develop the technologies, it has permitted us to use its testing equipment,
manufacturing equipment for prototypes and software.



20


Table of Contents


Item
3. Legal Proceedings



We
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse
to us.



PART
II



Item
5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities



Market
Information



Our
common stock is currently eligible to be quoted on the Financial Industry Regulatory Authority’s Over the Counter Bulletin
Board (“OTCBB”) under the symbol “GCLL.” At present there is a very limited public market for our common
stock.



The
following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as
reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.





|Fiscal Year Ending March 31, 2011
|---------------------------------
|Quarter Ended                    
|March 31, 2011                   
|December 31, 2010                
|September 30 2010                
|June 30, 2010                    





|Fiscal Year Ending March 31, 2010
|---------------------------------
|Quarter Ended                    
|March 31, 2010                   
|December 31, 2009                
|September 30, 2009               
|June 30, 2009                    



Penny
Stock



The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of
the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation
of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or
in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type
size and format, as the SEC shall require by rule or regulation.

21


Table of Contents


The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.



In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the
broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.



These
disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may
have difficulty selling our securities.



Outstanding
Options, Warrants or Convertible Debt



As
of June 17, 2011 no options or warrants have been issued or outstanding.



Holders
of Our Common Stock



As
of June 17, 2011, there were 31,760,000 shares of our common stock issued and outstanding held by 37 stockholders of record. We
have not issued any shares of preferred stock.



Dividends



Holders
of our common stock are entitled to dividends if declared by our Board of Directors out of funds legally available for payment
of dividends. From our inception to the date of this Prospectus, we have not declared any cash dividends on our common stock since
and do we not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our
business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts,
as the Board of Directors deems relevant.



We
did not declare any dividends in the fiscal year ended March 31, 2011, and we do not plan to declare any dividends in the foreseeable
future.



Securities
Authorized for Issuance under Equity Compensation Plans



As
of June 17, 2011 we do not have any equity compensation plans.

22


Table of Contents


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



Forward-Looking
Statements



Certain
statements, 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 and Section 21E of the Securities Exchange Act of 1934. 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. We intend such
forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.
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. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties
should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such 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. Further information concerning our business, including additional factors that could materially affect
our financial results, is included herein and in our other filings with the SEC.



Results
of Operations



For
the Four Months ended March 31, 2010, the year ended March 31, 2011 and from Inception on December 7, 2009 through March 31, 2011

We
generated no revenue for the period from December 7, 2009 (Inception) until March 31, 2011.

We
incurred operating expenses in the amount of $377,939 for the year ended March 31, 2011. Our operating expenses for the year ended
March 31, 2011 consisted primarily of general and administrative expenses of $230,829 and research and development fees of $117,891.
We had additional expense in the form of interest expense of $9,848. We had no income for that period. Thus we had a net loss
of $387,787 for the year ended March 31, 2011.

We
incurred operating expenses in the amount of $414,921 for the four months ended March 31, 2010. Our operating expenses for the
four months ended March 31, 2010 consisted primarily of consulting fees of $295,000 and professional fees of $56,070. We had no
income for that period. We therefore had a net loss of $414,921 for the four months ended March 31, 2010.

We
incurred operating expenses in the amount of $792,860 from December 7, 2009 (Inception) until March 31, 2011. Our operating expenses
for the period from December 7, 2009 (Inception) until March 31, 2011 consisted of consulting fees of $307,500, general and administrative
expenses of $265,446, research and development fees of $147,125 and professional fees of $72,790. We had no other for that period.
We therefore had a net loss of $792,860 for the period from December 7, 2009 (Inception) until March 31, 2011.

23


Table of Contents


Plan
of Operations

Our
Plan of Operations detailed below generally involves the development, testing, patent filings, and marketing of the following
future products:



|Future Product     |  | Product
    Categories                                                                                                                                                                
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Igniter            |  | UltraTemp-C
                                       (Base Composite)
        “CERIS”
        (Technology and to be branded abbreviation for
        “Ceramic
        Igniter System”)  
|Oxygen
     Sensor |  | UltraTemp-C
                                       (Base Composite)
        “CEROS”
        (Technology and to be branded abbreviation for
        “Ceramic
        Oxygen Sensor”)   
|Fuel
    Cell      |  | UltraTemp-C
                                       (Base Composite)
        (CEROFC)
        (Technology and to be branded abbreviation for
        “Ceramic
        Oxide Fuel Cell”)
|Brake
    Pads     |  | UltraTemp-C
        CEROB
        (Technology and to be branded abbreviation for
        “Ceramic
        Oxide Brake”)                                                               

These
products will be geared towards the home heating and cooling system, automobile heater, automotive sensor and brake pads industries,
respectively.



Our
Plan of Operations is contingent upon receiving adequate financing totaling at least $1,050,000. We have no commitments or assurances
that we will ever be successful in obtaining adequate financing.



|Future Product                                                                                                         |  | Development
     Time Period*                                                                             |  | Estimated cost |          
|---------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | -------------- | ---------
|Completed Igniter
    Design/Prototype                                                                                 |  | Completed                                                                                                 |  | $              | 150,000  
|Igniter
    Production Scale-up                                                                                        |  | 12 Months
    after adequate financing is received, if ever, and OEM tests and certification are complete |  | $              | 750,000  
|Early stage prototypes
    for oxygen sensor, fuel cell and brake pads**                                               |  | 18 months
    after adequate financing is received, if ever                                               |  | $              | 150,000  
|Two patents to
    be filed with United States Patent and Trademark Office pertaining to processing and device patents |  | Time
    period inestimable                                                                               |  | $              | 150,000  
|Total                                                                                                                  |  |                                                                                                           |  | $              | 1,200,000



|*
        
        ** | Pending
        adequate financing of $1,050,000, which is the total amount of estimated costs minus the $150,000 we have already spent on completed
        igniter design/prototype.
        An
        early stage prototype is a scaled down prototype that is made at less cost than full scale prototypes. We believe that through
        this strategy: (a) we will potentially be able to accomplish our proof of concept at less cost; and (b) should an early
        stage prototype be successful in proving proof of concept, we will potentially be in a better position to interest potential co-developers
        to completing the prototype and future product or combining the prototype with the co-developers’ technologies.
|--------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24


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Our
costs incurred to date of $150,000 have been used to complete the igniter design and igniter prototype. The $750,000 estimated
cost for the igniter scale up refers to our planned production scale up of the ignition once OEM tests and certification are complete
and is contingent upon our receiving adequate financing. We have not incurred any costs to date pertaining to oxygen sensor prototype,
fuel cell prototype or brake pads.

Our
projected cost estimates for each succeeding stage of product development have been and will continue to be evaluated and changed
as we receive feedback from potential OEM customers prior to finalization of a design. For example, if UltraTemp-C proves to be
a viable solution to aging and lower cost of a fuel cell, it does not matter how large the capacity of the prototype fuel cell
is, only that the aging and cost performance of the fuel cell is demonstrated to the OEM customer, in large part based upon the
feedback that we have received from that potential partner or customer. In addition, these products are building blocks to more
complex products wherein as we develop more of the core materials development we remove those cost elements from the next product
development requirements, such as because the initial layers of the fuel cell are identical to the initial layers of the igniter,
we do not have to re-develop the first 2 layers. This foregoing continual evaluation process has occurred since our inception
and will continue throughout our development of our future products. Since the chemistry of all the future products is similar,
our objective is to set up manufacturing lines for each process with common equipment for the variety of future products consistent
with our attempt to lower costs.

Other
than the igniter, costs associated with scale up of future prototypes are inestimable until the prototype phase is completed and
potential partner negotiations are completed.

Plan
of Operation Steps:



| | • |  | Complete
    development of our future products as working prototypes;
| | - |  | ----------------------------------------------------------------------



| | • |  | Complete
    internal and external testing of our future products;
| | - |  | ------------------------------------------------------------------



| | • |  | Demonstrate
    the advantages of our products to targeted industry users or applications;
| | - |  | ------------------------------------------------------------------------------------------



| | • |  | Market
    our future products by demonstrating their effectiveness at OEMs within a simulated environment;
| | - |  | -----------------------------------------------------------------------------------------------------------



| | • |  | Fabricate
    an initial design;
| | - |  | --------------------------------



| | • |  | Further
    develop and perfect a conductive ink system that will provide high life cycle;
| | - |  | ------------------------------------------------------------------------------------------



| | • |  | Develop
    and perfect our Ceris based technology;
| | - |  | ---------------------------------------------------



| | • |  | Interface
    our marketing efforts to end user OEMs and end users;
| | - |  | -------------------------------------------------------------------



| | • |  | Provide
    a written evaluation and input to OEMs for final design;
| | - |  | --------------------------------------------------------------------



| | • |  | Fabricate
    our final shape and refine our design process for our OEM customers to develop: (a) standard shapes based upon the OEMs input
    and specifications; and (b) develop additional shapes on an as needed basis to fulfill an OEMs individual specifications;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | Develop
    the testing software, otherwise referred to as a Cycling and Gas Ignition Bench Software, which simulates the OEMs environment
    to conduct testing that reveals the usage time of our future products;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | In
    conjunction with the above step, write a standard set of software based test programs that will conform to CSA requirements and
    test: (a) igniter timing; (b) aging; (c) voltage; (d) calculated resistance; (d) temperature; and (e) oxygen
    level performance;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | CSA
    Testing will be conducted upon our final product design at CSA authorized facilities for final certification of the finished product
    to the OEM;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



25


Table of Contents




| | • |  | Our
    Chief Technology Officer will conduct a final assessment of the manufacturing process in conjunction with: (a) manufacturing
    an initial lot of our individual future products; and (b) the patent design for the Ceris technology based patent for each
    of our future products and ancillary process patents;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | We
    and SenCer will jointly file patents with the United States Patent and Trademark Office;
| | - |  | -----------------------------------------------------------------------------------------------



| | • |  | Once
    suitable OEM candidates are ready to adopt our technologies and conduct testing, we will complete a portable prototype station
    to present our produce and technologies at the OEMs place of business for their evaluation;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | If
    increased demand for our products occur, we will scale up our manufacturing process to purchase additional capital equipment,
    such as computerized numerically controlled equipment, which are machining centers to fabricate the igniter, automated inking
    equipment, and high temperature furnaces for the hardening process; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | Seek
    co-development partners for the development of our fuel cell and brake pads.
| | - |  | -------------------------------------------------------------------------------------

Our
Plan of Operations is subject to a number assumptions and factors, including whether or not we have adequate financing to proceed
with our Plan of Operations.



We
expect further net losses in the near future as a result of increased operating expenses until we are able to increase the sale
of our products and achieve higher revenues.



Liquidity
and Capital Resources

As
of March 31, 2011, we had total current assets of $73,318 consisting entirely of cash. Our total current liabilities as of March
31, 2011 were $375,426 consisting of $297,500 of notes payable and $77,926 of accounts payable and accrued expenses. Thus as of
March 31, 2011 we had a working capital deficit of $302,108. Subsequent to the year ended March 31, 2011, $205,000 worth of the
notes payable were extinguished when the holders of the notes converted the notes to 2,050,000 shares of our common stock.



Operating
activities used $330,756 and $88,927 in cash for the year ended March 31, 2011 the four months ended March 31, 2010 and $419,683
for the period from December 7, 2009 (Inception) until March 31, 2011.



Our
net loss of $387,787 offset by accounts payable and accrued expenses of $51,931 and depreciation expense of $5,100 were the primary
components of our negative operating cash flow for the year ended March 31, 2011. Our net loss of $414,921 offset by stock based
compensation of $300,000 and accounts payable and accrued expenses of $25,994 were the primary components of our negative operating
cash flow for the four months ended March 31, 2010.  Our net loss of $802,708, offset by primarily by stock based compensation
of $300,000 and accounts payable and accrued expenses of $77,925 were the primary components of our negative operating cash flow
for the period from December 7, 2009 (Inception) until March 31, 2011.

Contractual
Obligations

Our
technology license agreement provides for our having a long term obligation to pay SenCer on a quarterly basis, 2% of
the gross sales or further licensing of the igniter technology, or the sale of the products which include the igniter technology.
We believe that this royalty provision will have a limited impact on operations once we commercialize products because
of the reduced material costs of our igniter compared to competitors; however, we are limited in making any claims at our stage
of development about claims regarding cost when considering the following factors:



| | • |  | Possible
    increased costs of materials used in our future products;
| | - |  | ----------------------------------------------------------------------



| | • |  | Competitive
    factors that permit our competitors that have greater financial resources and established product distribution, to obtain favorable
    payment and cost terms for their materials;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26


Table of Contents




| | • |  | Because
    we have not earned any revenues and we have not brought any products to market , we may have insufficient data to determine whether
    we can lower costs in the future; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | We
    have not specifically determined our manufacturing costs since we have not entered the manufacturing phase of our development.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------

We
have no other material long term debt or capital lease or purchase obligations or long term liabilities. We do have operating
lease obligations as detailed in Item 2, Properties, of this report.



Off
Balance Sheet Arrangements



As
of March 31, 2011, there were no off balance sheet arrangements.



Going
Concern



We
have incurred cumulative losses of $387,787 for the year ended March 31, 2011, and expect to incur further losses in the development
of our business. These conditions raise substantial doubt about our ability to continue as a going concern.

We
are in the development stage and, accordingly, have not yet generated any revenues from operations. Currently, we do not have
sufficient cash to sustain ourselves for the next twelve months. We expect to raise additional capital through one or more of
the following plans, none of which are in place at the present time: (i) a private placement of our securities; (ii) the procurement
of bank lines of credit or other debt facilities; and/or (iii) the procurement of governmental grants that may be available for
development of alternative energy technologies such as fuel cell technologies. In the event that this financing does not materialize,
we may be unable to implement our current plans for expansion, pay our obligations as they become due, or continue as a going
concern, any of which circumstances would have a material adverse effect on the business prospects, financial condition, and results
of operations.



Critical
Accounting Policies



In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management
Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or
complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Our “critical accounting polices” are listed in the notes attached to our consolidated financial statements.



Item
8. Financial Statements and Supplementary Data



Index
to Financial Statements Required by Article 8 of Regulation S-X:



|Audited
    Financial Statements:
|---------------------------------
|F-1                              
|F-2                              
|F-3                              
|F-4                              
|F-5                              
|F-6                              

27


Table of Contents




Patrick Rodgers, CPA, PA

309 E. Citrus Street

Altamonte Springs, FL 32701



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM





To the Board of Directors and Management

GreenCell, Incorporated.

1 Keuka Business Park

Penn Yan, New York 14527



I have audited the accompanying balance sheets of GreenCell, Incorporated
(‘the Company”), a development stage company, as of March 31, 2011 and 2010 and the related statements of operations,
retained earnings, stockholders’ equity, and cash flows for the years then then ended. These financial statements are the
responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based
on my audit.



I conducted my audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was
I engaged to perform, an audit of its internal control over financial reporting. My audits included consideration of internal control
over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I
express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.



In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of GreenCell, Incorporated as of March 31, 2011 and 2010, and the results
of its operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in
the United States of America.



The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company is in development
stage, has experienced losses from operations since inception, and has not established a source of revenue. These factors raise
substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are
also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Patrick Rodgers, CPA, PA

Patrick Rodgers, CPA, PA

Altamonte Springs, Florida

June 17, 2011

F-1


Table of Contents




|GreenCell Incorporated                                                                                                                                                    
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A Development Stage Company)                                                                                                                                             
|Balance Sheets                                                                                                                                                            
|                                                                                                                                                                          
|                                                                                                                                                                          
|                                                                                                                                                                          
|ASSETS                                                                                                                                                                    
|                                                                                                                                                                          
|Current assets:                                                                                                                                                           
|                                                                                                                                                                          
|Cash                                                                                                                                                                      
|                                                                                                                                                                          
|Total current assets                                                                                                                                                      
|                                                                                                                                                                          
|Equipment, net of accumulated depreciation                                                                                                                                
|                                                                                                                                                                          
|Total assets                                                                                                                                                              
|                                                                                                                                                                          
|                                                                                                                                                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                      
|                                                                                                                                                                          
|Current liabilities:                                                                                                                                                      
|                                                                                                                                                                          
|Notes payable                                                                                                                                                             
|Notes payable - shareholders                                                                                                                                              
|Accounts payable and accrued expenses                                                                                                                                     
|                                                                                                                                                                          
|Total current liabilities                                                                                                                                                 
|                                                                                                                                                                          
|Stockholders' equity:                                                                                                                                                     
|                                                                                                                                                                          
|Common stock, $.01 par value, authorized 100,000,000 shares; 29,710,000 and 29,460,000 issued
    and outstanding as of March 31, 2011 and March     31,2010, respectively
|                                                                                                                                                                          
|Additional paid-in capital                                                                                                                                                
|                                                                                                                                                                          
|Accumulated deficit during development stage                                                                                                                              
|                                                                                                                                                                          
|                                                                                                                                                                          
|                                                                                                                                                                          
|Total liabilities and stockholders' equity                                                                                                                                



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

F-2


Table of Contents








|GreenCell, Incorporated                    
|-------------------------------------------
|(A Development Stage Company)              
|Statements of Operations                   
|                                           
|                                           
|                                           
|                                           
|                                           
|Revenue                                    
|                                           
|Operating expenses:                        
|                                           
|General and administrative                 
|Consulting fees                            
|Professional fees                          
|Research and development                   
|                                           
|Total operating expenses                   
|                                           
|Net income (loss) from operations          
|                                           
|                                           
|Other income (expense):                    
|                                           
|Interest expense                           
|                                           
|Total other income (expense)               
|                                           
|Net income (loss)                          
|                                           
|                                           
|Weighted average number of common          
|shares outstanding, basic and fully diluted
|                                           
|                                           
|Net loss per weighted share                
|basic and fully diluted                    





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





F-3


Table of Contents




|GreenCell, Incorporated                     
|--------------------------------------------
|(A Development Stage Company)               
|Statement of Changes in Stockholders' Equity
|                                            
|                                            
|                                            
|                                            
|                                            
|December 7, 2009                            
|                                            
|Shares issued for cash                      
|                                            
|Shares issued for services                  
|                                            
|Shares issued for technology license        
|                                            
|Net income (loss) December 7, 2009          
|(Inception) to March 31, 2010               
|                                            
|                                            
|Balance, March 31, 2010                     
|                                            
|Shares issued for cash                      
|                                            
|Net income (loss) for the year ended        
|March 31, 2011                              
|                                            
|Balance, March 31, 2011                     



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



F-4


Table of Contents








|GreeCell Incorporated                                                               
|------------------------------------------------------------------------------------
|(A Development Stage Company)                                                       
|Statements of Cash Flows                                                            
|                                                                                    
|                                                                                    
|                                                                                    
|                                                                                    
|                                                                                    
|Cash flows from operating activities                                                
|                                                                                    
|Net loss                                                                            
|                                                                                    
|Adjustments to reconcile net loss to net cash:                                      
|                                                                                    
|Depreciation expense                                                                
|Stock-based compensation                                                            
|                                                                                    
|Changes in operating assets and liabilities:                                        
|                                                                                    
|Accounts payable and accrued expenses                                               
|                                                                                    
|Net cash used in operating activities                                               
|                                                                                    
|Cash flows from investing activities                                                
|                                                                                    
|Purchase of equipment                                                               
|                                                                                    
|Net cash used in investing activities                                               
|                                                                                    
|Net cash from financing activities                                                  
|                                                                                    
|Issuance of common stock                                                            
|Proceeds from borrowings                                                            
|                                                                                    
|Net cash provided by financing activities                                           
|                                                                                    
|Net increase (decrease) in cash                                                     
|Cash, beginning of period                                                           
|                                                                                    
|Cash, end of period                                                                 
|                                                                                    
|Supplemental information:                                                           
|                                                                                    
|Issuance of 5,600,000 shares of common stock for consulting services                
|                                                                                    
|Issuance of 400,000 shares of common stock in exchange for legal
    services       
|                                                                                    
|Issuance of 21,500,000 shares of common stock in exchange
    for technology license





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



F-5


Table of Contents










GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 1—Organization and nature
of operations



Organization



GreenCell, Incorporated (“the
Company”) was organized December 7, 2009 under the laws of the State of Florida. The Company has not commenced significant
operations, and in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 915, “Development Stage Entity,” the Company is considered a development stage company.



The Company is in the business of developing
commercial and industrial applications for the SenCer, Inc. (“SenCer”) Ultra Temp Composite, including igniters, oxygen
sensors, fuel cells, and brake pad products for the automotive, home appliance, heating and cooling and medical industries. SenCer
is one of the founding shareholders of the Company.



As indicated above, the Company is an
early development stage business, with no revenue generating operations and does not anticipate generating revenues before the
fourth quarter of the fiscal year beginning April 1, 2011. In order to commence revenue generating operations, the Company needs
to complete development of its igniter and then begin marketing and selling its future igniter product. The Company then needs
to complete development of its O2 sensors, fuel cells, and brake pad future products and thereafter sell and market these products.



Accounting period



The Company has adopted a fiscal year
accounting period that begins on April 1, and ends on March 31 of a given year.



Note 2—Summary of significant
accounting principles



Use of estimates



The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported
amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures. Such estimates
and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could significantly
differ from those estimates.



Cash and cash equivalents



The Company considers short-term interest bearing
investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of cash in
banks, free credit on investment accounts and money market accounts.



F-6


Table of Contents




GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 2—Summary of significant
accounting principles (continued)



Revenue recognition



In accordance with the FASB ASC
Topic 605, “Revenue Recognition,” the Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured.

Furniture and equipment

Furniture
and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized.
When items are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any gain or loss
is included in operations.

The Company provides for depreciation
and amortization over the following estimated useful lives:

|Furniture and fixtures  |         | 5-7 years
|----------------------- | ------- | ---------
|Office equipment        |         | 5-7 years
|Vehicles                |         |          
|Machinery and equipment | 5 years



Long-Lived
Assets

In accordance with FASB ASC Topic 360 “Property,
Plant, and Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying
amounts.

Fair Value of Financial Instruments

The fair values of the Company’s assets
and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate
their carrying amounts presented in the accompanying balance sheet at March 31, 2011.

Inventories

Inventory is valued at the lower
of cost or market, cost being determined by the first-in, first-out (FIFO) method. Obsolete items are carried at estimated net
realizable value.

F-7


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010





Note 2—Summary of significant
accounting principles (continued)



Loss Per Common Share



The Company complies with the accounting and disclosure
requirements of FASB ASC 260, “Earnings Per Share.” Basic loss per common share is computed by dividing net loss by
the weighted average number of common shares outstanding during the period. Diluted loss per common share incorporates the dilutive
effect of common stock equivalents on an average basis during the period.



Research and development



The Company accounts for research and development
costs in accordance with FASB ASC subtopic 730-10, “Research and Development.” Under FASB ASC 730-10, all research
and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed
as incurred, and includes payroll, employee benefits, stock based compensation, and other head-count related expenses associated
with product development, material and supplies, and outside engineering and development expenses, purchase of technology, and
certain expense incurred in connection with the operation of facilities that are dedicated to current and future research and development
projects. The Company incurred research and development expenses of approximately of $118,000 and $29,000 for the year ended March
31, 2011 and for the period December 7, 2009 (Inception) to March 31, 2010, respectively.



Income
Taxes

The Company accounts for income
taxes in accordance with FASB ASC Topic 740, “Income Taxes,” which requires accounting for deferred income taxes under
the asset and liability method. Deferred income tax asset and liabilities are computed for difference between the financial statement
and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax
laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

In accordance with GAAP, the
Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination
by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical
merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns
in various U.S. state and local jurisdictions.  The tax benefit to be recognized is measured as the largest amount of benefit
that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously
recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance
on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure,
and transition that is intended to provide better financial statement comparability among different entities. It must be applied
to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s
equity as of April 1, 2010.

F-8


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 2—Summary of significant
accounting principles (continued)



Income Taxes
(continued)



Based on its analysis, the Company
has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon
adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date
based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.



Interest and Penalty Recognition
on Unrecognized Tax Benefits

The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in operating expenses.



Comprehensive Income



The Company complies with FASB
ASC Topic 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income
(loss) and its components. FASB ASC Topic 220 requires the Company’ to reflect as a separate component of stockholders’
equity items of comprehensive income.

Stock-Based Compensation



The Company complies with FASB
ASC Topic 718, “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions
in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that
may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions
in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure
the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the
award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service
in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity
instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar
instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless
observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date,
incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over
the fair value of the original award immediately before the modification. For the period December 7, 2009 (Inception) to March
31, 2010, the Company issued 6.0 million shares of its $.01 par value common stock to consultants for consulting services, and
in connection with issuance of these shares, the Company recorded additional compensation expense of $300,000 under FASB ASC 718;
no shares were issued to consultants for consulting services during the fiscal year ended March 31, 2011.

F-9


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 2—Summary of significant
accounting principles (continued)



Valuation of Investments in Securities at
Fair Value—Definition and Hierarchy



FASB ASC Topic 820, “Fair
Value Measurements and Disclosures” provides a framework for measuring fair value under generally accepted accounting principles
in the United States and requires expanded disclosures regarding fair value measurements.  ASC 820 defines fair value
as the exchange price that would be received for an asset or paid to transfer a liability (i.e., the “exit price”)
in an orderly transaction between market participants at the measurement date.

In determining fair value, the
Company uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair
value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability
based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions
about the inputs market participants would use in pricing the asset or liability developed based on the best information available
in the circumstances. FASB ASC Topic 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques
used in fair value calculations, as follows:

Level 1 - Valuations
based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that
are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of
judgment.

Level 2 -
Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly
or indirectly.

Level 3 -Valuations based on
inputs that are unobservable and significant to the overall fair value measurement.

The availability of valuation
techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the
type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular
to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market,
the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may
be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined.

F-10


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 2—Summary of significant
accounting principles (continued)



Valuation of Investments in Securities at
Fair Value—Definition and Hierarchy (continued)

Because of the
inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been
used had a ready market for the securities existed. Accordingly, the degree of judgment exercised
by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to
measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement in its entirety falls
is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based
measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market
assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would
use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement
date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be
reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

Valuation
Techniques

The Company values investments
in securities that are freely tradable and are listed on a national securities exchange or reported on the NASDAQ national market
at their last sales price as of the last business day of the year.

Government
Bonds

The fair value of sovereign government
bonds is generally based on quoted prices in active markets. When quoted prices are not available, fair value is determined based
on a valuation model that uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country
credit spreads similar to the bond in terms of issuer, maturity and seniority.

Certificate
of Deposits

The fair values of the bank certificate
of deposits are based on the face value of the certificate of deposits

Recently Adopted Accounting Pronouncements



In December 2010, FASB issued ASC
ASU 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts
(Topic 350) — Intangibles — Goodwill and Other.” ASU 2010-28 amends the criteria for performing Step 2 of the
goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2, if qualitative
factors indicate that it is more likely than not that goodwill impairment exists. The amendments to this update are effective for
us in the first quarter of 2011. Any impairment to be recorded

F-11


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 2—Summary of significant
accounting principles (continued)



Recently Adopted Accounting Pronouncements
(continued)



upon adoption will be recognized as
an adjustment to our beginning retained earnings. The Company adopted the pronouncement on January 1, 2011 resulting in no impact
to the Company’s consolidated financial statements.



In April 2010, the FASB issued ASU
No. 2010-13, “Compensation - Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment
Award in the Currency of the Market in Which the Underlying Equity Security Trades,” which addresses the classification of
a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security
trades. Topic 718 is amended to clarify that a share-based payment award with an exercise price denominated in the currency of
a market in which a substantial portion of the entity’s equity securities trades shall not be considered to contain a market,
performance or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies as
equity classification. The amendments in this update should be applied by recording a cumulative-effect adjustment to the opening
balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning
of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the
inception of the award. ASU No. 2010-13 is effective for interim and annual periods beginning on or after December 15, 2010 and
is not expected to have a material impact on the Company’s consolidated financial position or results of operations. The
Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s consolidated financial statements.



In January 2010, the FASB issued
Accounting Standards Update 2010-06,“Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures
about Fair Value Measurements” (ASU 2010-06), to require new disclosures related to transfers into and out of Levels 1 and
2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements. The guidance also clarifies
existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to
measure fair value. The additional disclosure requirements are effective for the first reporting period beginning after December
15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years
beginning after December 15, 2010. The Company adopted the pronouncement on January 1, 2011 resulting in no impact to the Company’s
financial statement

In December
2009, the FASB issued Accounting Standards Update (ASU) 2009-17, “Consolidations (FASB ASC Topic 810) - Improvements to Financial
Reporting by Enterprises Involved with Variable Interest Entities,” which codifies FASB Statement No. 167, Amendments to
FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003),
“Consolidation of Variable Interest Entities,” and changes how a reporting entity determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of
whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s
purpose and design and the reporting entity’s ability to

F-12


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 2—Summary of significant
accounting principles (continued)



Recently Adopted Accounting Pronouncements
(continued)



direct the
activities of the other entity that most significantly impact the other entity’s economic performance.  ASU 2009-17
also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any
significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement
with a variable interest entity affects the reporting entity’s financial statements.  ASU 2009-17 is effective
at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year
beginning January 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which the provisions
of ASU 2009-15 may have on the Company’s financial statements

In December 2009, the Company
adopted FASB ASC Topic 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures,” for nonfinancial assets
and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption
of ASC 820-10 did not have a material impact on the Company’s financial statements.

In August 2009, the FASB issued
Accounting Standards Update 2009-05 (ASU 2009-05), “Fair Value Measurements and Disclosures (Topic 820) – Measuring
Liabilities at Fair Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” to provide
guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a
quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value
using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted
prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should
use a valuation technique in accordance with existing fair valuation principles. The Company adopted the guidance in December 2009,
and there was no material impact on the Company’s financial statements or related footnotes.

In June 2009, the FASB issued
the FASB Accounting Standards Codification (the “Codification”)and a new Hierarchy of Generally Accepted
Accounting Principles which establishes only two levels of GAAP: authoritative and nonauthoritative. The Codification is now the
source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in the preparation of financial
statements in conformity with GAAP, except for rules and interpretive releases of the SEC, which are additional sources of authoritative
GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become
nonauthoritative. The Codification is effective for financial statements for interim or annual reporting periods ending after September 15,
2009. The Company adopted the new guidelines and numbering system prescribed by the Codification when referring to GAAP on December
9, 2009. The application of the Codification did not have an impact on the Company’s financial statements; however, all references
to authoritative accounting literature will now be references in accordance with the Codification.

In May 2009, the FASB issued
authoritative guidance for subsequent events, now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes
general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial
statements are issued or are available to be issued. The guidance sets forth the circumstances under which an entity should

F-13


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 2—Summary of significant
accounting principles (continued)



Recently Adopted Accounting Pronouncements
(continued)



recognize events or transactions
occurring after the balance sheet date in its financial statements. The guidance also requires the disclosure of the date through
which an entity has evaluated subsequent events and whether this date represents the date the financial statements were issued
or were available to be issued. The Company adopted this guidance effective December 7, 2009 with no significant impact on the
Company’s financial statements or related footnotes.

In April 2009, the FASBprovided
additional guidance for estimating fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”
when the volume and level of activity for the asset or liability have significantly decreased.  This additional guidance
re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept and clarifies and includes
additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or
liability. This guidance also provides additional clarification on estimating fair value when the market activity for an asset
or liability has declined significantly.  The scope of this guidance does not include assets and liabilities measured
under quoted prices in active markets.  This guidance is applied prospectively to all fair value measurements where appropriate
and will be effective for interim and annual periods ending after June 15, 2009.  The Company adopted this guidance in
December 2009, and the adoption of the provisions of this guidance did not have any material impact on the Company’s financial
statements.



In April 2009, FASB issued FSP FAS 107-1
and APB 28-1, now codified in FASB ASC Topic 825-10-65, “Interim Disclosures about Fair Value of Financial Instruments,”
which amends U.S. GAAP to require entities to disclose the fair value of financial instruments in all interim financial statements.
The additional requirements of this guidance also require disclosure of the method(s) and significant assumptions used to estimate
the fair value of those financial instruments. Previously, these disclosures were required only in annual financial statements.
The additional requirements of this guidance are effective for interim reporting periods ending after June 15, 2009. The Company
adopted this guidance in December 2009, and the adoption of the provisions of this guidance did not have any material impact on
the Company’s financial statements.



In April, 2009, the FASB issued ASC
Topic 320-10 (ASC 320-10), “Recognition and Presentation of Other-Than-Temporary Impairments,” which provides additional
guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. ASC
Topic 320-10 provides greater clarity to investors about the credit and noncredit components of impaired debt securities that are
not expected to be sold. The measure of impairment in comprehensive income remains fair value. This statement also requires more
timely disclosures and an increase in disclosures regarding expected cash flows, credit losses, and an aging of securities with
unrealized losses. The adoption of the additional requirements did not have any financial impact on the Company’s financial
statements.

F-14


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 2—Summary of significant
accounting principles (continued)



Recently Adopted Accounting Pronouncements
(continued)



On December 7, 2009, The Company adopted
FASB ASC Topic 805 (ASC 805), “Business Combinations,” which generally requires an acquirer to recognize the identifiable
assets acquired, liabilities assumed, contingent purchase consideration and any noncontrolling interest in the acquiree at fair
value on the date of acquisition. It also requires an acquirer to recognize as expense most transaction and restructuring costs
as incurred, rather than include such items in the cost of the acquired entity. For the Company, ASC 805 applies prospectively
to business combinations for which the acquisition date is on or after October 1, 2009. The adoption of ASC 805 did not have a
material impact on the Company’s financial statements.



In June 2009, the FASB issued
the FASB Accounting Standards Codification (the “Codification”)and a new Hierarchy of Generally Accepted
Accounting Principles which establishes only two levels of GAAP: authoritative and nonauthoritative. The Codification is now the
source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in the preparation of financial
statements in conformity with GAAP, except for rules and interpretive releases of the SEC, which are additional sources of authoritative
GAAP for SEC registrants. All other nongrandfathered, non-SEC

Concentration of Credit Risk



The Company maintains its cash and cash
equivalents in bank deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced any
losses in such accounts. Management believes the Company is not exposed to any significant credit risk related to cash and cash
equivalents.



Note 3—Going concern

The accompanying financial statements
have been prepared assuming that the company will continue as a going concern, which contemplates the recoverability of assets
and the satisfaction of liabilities in the normal course of business. As noted above, the company is in the development stage and,
accordingly, has not yet generated any revenues from operations. Currently, the Company does not have sufficient cash to sustain
itself for the next twelve months. We expect to raise additional capital through one or more of the following plans, none of which
are in place at the present time: (i) a private placement of our securities; (ii) the procurement of bank lines of credit or other
debt facilities; and/or (iii) the procurement of governmental grants that may be available for development of alternative energy
technologies such as fuel cell technologies. In the event that this financing does not materialize, the Company may be unable to
implement its current plans for expansion, pay its obligations as they become due, or continue as a going concern, any of which
circumstances would have a material adverse effect on the business prospects, financial condition, and results of op0erations.
The accompanying financial statements do not include any adjustments that might be required should the company be unable to recover
the value of its assets or satisfy its liabilities.

F-15


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 4—Equipment

At March 31, 2011, equipment consisted
of one piece of analytical equipment, valued at $25,500. The Company recorded $5,100 in depreciation expense for the year ended
March 31, 2011.



Note 5—Note Payable

On January 13, 2011, the Company
entered into a $20,000 unsecured promissory note (‘Note”) with an outside investor. Interest accrues at 10% per annum.
The note and accrued interest is due on January 13, 2012. On May 25, 2011, the Note was converted into 200,000 restricted shares
of the Company’s $.01 par value common stock

Note 5—Notes Payable
– Shareholders

Notes payable – shareholders
consist of the following at March 31, 2011:

|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on July 15, 2011                                                                                                                       |  | $ | 25,000 | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------ | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on August 9, 2011. On May 25, 2011, the note was converted into 250,000 restricted shares of the Company’s $.01 par value common stock |  |   | 25,000 | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on September 13, 2011                                                                                                                  |  |   | 10,000 | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on October 5, 2011                                                                                                                     |  |   | 5,000  | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on October 22, 2011                                                                                                                    |  |   | 10,000 | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on October 26, 2011                                                                                                                    |  |   | 10,000 | 

F-16


Table of Contents




GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 5—Notes Payable
– Shareholders (Continued)

|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on November 16, 2011                                                                                                                      |  | $ | 5,000   | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------- | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on November 23, 2011                                                                                                                      |  |   | 10,000  | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on December 7, 2011                                                                                                                       |  |   | 5,000   | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on December 29, 2011                                                                                                                      |  |   | 10,000  | 
|Note payable—shareholder, unsecured; interest accrues at 10% per annum.  The note and accrued interest is due on January 6, 2012. On May 25, 2011, the note was converted into 1,500,000 restricted shares of the Company’s $.01 par value common stock |  |   | 150,000 | 
|Advances received from co-founding shareholder, unsecured, non-interest bearing, and due on demand                                                                                                                                                      |  |   | 12,500  | 
|                                                                                                                                                                                                                                                        |  |   |         | 
|                                                                                                                                                                                                                                                        |  | $ | 277,500 | 

F-17


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 6—Income taxes

At March 31, 2011, the Company
had approximately $803,000 of net operating losses (“NOL”) carry-forwards for federal and state income purposes. These
losses are available for future years and expire through 2031. Utilization of these losses may be severely or completely limited
if the Company undergoes an ownership change pursuant to Internal Revenue Code Section 382.

The deferred tax asset is summarized
as follows:



|                                 |  | March 31,
|-------------------------------- |  | ---------
|Deferred tax asset:              |  |          
|Net operating loss carryforwards |  | $        
|Deferred tax asset               |  |          
|Less:
    Valuation allowance    |  |          
|Net deferred asset               |  | $        



A reconciliation of income tax
expense computed at the U.S. federal, state, and local statutory rates and the Company’s effective tax rate is as follows:



|                                                    |  | March 31,
|--------------------------------------------------- |  | ---------
|                                                    |  | 2011     
|Statutory federal income tax expense                |  |          
|State and local income tax(net of federal benefits) |  |          
|Valuation allowance                                 |  |          
|                                                    |  |          



The Company has taken
a 100% valuation allowance against the deferred tax asset attributable to the NOL carryforward of $302,000 at March 31, 2011, due
to the uncertainty of realizing the future tax benefits. The increase in valuation allowance of $146,000 is primarily attributable
to the Company’s net operating loss reported for the year ended March 31, 2011.

F-18


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010





Note 7—Stockholders’
Equity

In December 2009, the Company issued 21,500,000 shares of
its $0.01 par value common stock at an agreed value of $.01 as founders’ shares for licensing rights and services. The shares
were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions
by an issuer not involving any public offering."

On December 9, 2009, the Company issued 2,800,000 shares
of its $.01 par value common stock at an agreed value of $.05 for consulting services. In connection with issuance of these shares,
the Company recorded compensation expense in the amount of $140,000; this amount is included in consulting fees on the statement
of operations. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts
from registration "transactions by an issuer not involving any public offering."

On February 1, 2010, the Company issued 2,800,000 shares
of its $.01 par value common stock at an agreed value of $.05 for consulting services. In connection with issuance of these shares,
the Company recorded compensation expense in the amount of $140,000; this amount is included in consulting fees on the statement
of operations. The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts
from registration "transactions by an issuer not involving any public offering."



In the period between December 26, 2009
and March 31, 2010, the Company issued 1,960,000 shares of its $0.01 par value common stock for $196,000 cash. Subsequent to March
31, 2010, the Company issued an additional 250,000 shares of its $0.01 par value common stock for 25,000 cash. The shares were
deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration "transactions
by an issuer not involving any public offering."



On December 8, 2009, the Company issued
400,000 shares of its $.01 par value common stock for legal services. In connection with the issuance of these shares, the Company
recorded compensation expense in the amount of $20,000; this amount is included in professional fees on the statement of operations.
The shares were deemed to have been issued pursuant to an exemption provided by Section 4(2) of the Act, which exempts from registration
"transactions by an issuer not involving any public offering."



Note 8—Warrants and options



There are no warrants or options outstanding
to acquire any additional shares of common stock.



Note 9—Related Party

On May 4, 2010, the Company entered
into a one year Lease Agreement (“Agreement”), expiring April 30, 2011, for 9,900 square feet of production space and
4,100 square feet of office space to be shared with SenCer, Inc, a founding shareholder of the Company. The Agreement provides
for a monthly rental payment of $4,450, plus a monthly utility allowance of $450. Under terms of an earlier lease arrangement,
which was replaced with the current Agreement, rental expense for the period December 7, 2009 (inception) to March 31, 2010 totaled
$14,850.

F-19


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GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 9—Related Party
(Continued)



On December 8, 2009, the Company entered
into a twelve month operating lease for temporary office space with Byrd and Company, LLC, which is controlled by James Byrd, our
shareholder and consultant. The lease originally provided for a monthly payment of $2,500 plus sales, tax, but was later canceled
and replaced with a one-time payment of $10,000 for initial services provided in connection with coordinating initial audit and
filings with the Commission, use of Byrd and Company, LLC’s office located in Orlando, Florida through April 2010, and initial
use of Mr. Byrd’s administrative staff during the first 120 days of our operations. Mr. Byrd made the office space available
to us free of charge for May 2010, at which time we changed our offices to SenCer’s offices in New York.



On July 15, 2010, the Company
entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr.
Painter loaned the Company $25,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest
is due on July 15, 2011 (See Note 5—Notes Payable – Shareholders).

On August 9, 2010, the Company
entered into a Promissory Note (“Note”) agreement with James Byrd, Jr. a related party shareholder, wherein Mr. Byrd
loaned the Company $25,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on
August 9, 2011 (See Note 5—Notes Payable – Shareholders). On May 25, 2011, the Note was converted into 250,000 restricted
shares of the Company’s $.01 par value common stock.

On September 21, 2010, the Company
entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr.
Painter loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest
is due on September 21, 2011 (See Note 5—Notes Payable – Shareholders).

On October 5, 2010, the Company
entered into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr.
Painter loaned the Company $5,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is
due on October 5, 2011 (See Note 5—Notes Payable – Shareholders).

On October 22, 2010, the Company entered
into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter
loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on
October 22, 2011 (See Note 5—Notes Payable – Shareholders).



On October 26, 2010, the Company entered
into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter
loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on
October 26, 2011 (See Note 5—Notes Payable – Shareholders).



On November 16, 2010, the Company entered
into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter
loaned the Company $5,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on
November 16, 2011 (See Note 5—Notes Payable – Shareholders).

F-20


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010



Note 9—Related Party (Continued)



On November 23, 2010, the Company entered
into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter
loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on
November 23, 2011 (See Note 5—Notes Payable – Shareholders).



On December 7, 2010, the Company entered
into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter
loaned the Company $5,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on
November 23, 2011 (See Note 5—Notes Payable – Shareholders).



On December 29, 2010, the Company entered
into a Promissory Note (“Note”) agreement with James Painter, III, a related party shareholder, wherein Mr. Painter
loaned the Company $10,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on
December 29, 2011 (See Note 5—Notes Payable – Shareholders).



During the quarter ended December 31,
2010, the Company received a series of advances from its co-founding shareholder, General Automotive Company, Inc. These advances
are unsecured, non-interest bearing, and due on demand.



On January 6, 2011, the Company
entered into a Promissory Note (“Note”) agreement with Douglass James Nagel, a related party shareholder, wherein Mr.
Nagel loaned the Company $150,000. The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is
due on January 6, 2012. (See Note 5—Notes Payable – Shareholders). On May 25, 2011, the Note was converted into 1,500,000
restricted shares of the Company’s $.01 par value common stock



Note 10—Commitments



On January 1, 2010, the Company entered
into a twenty-four (24) month Executive Agreement (the “Agreement”) with its Chief Technology Officer (“CTO”)
David Burt. The Agreement provides that the CTE will be paid $2,500 per month, plus performance bonus to be awarded by the board
of directors (“Board”). The Company may terminate the Agreement for (a) cause, including material breaches of the Agreement
that are not cured within five (5) days, a criminal conviction punishable by imprisonment of more than one year involving a crime
that includes gross dishonesty or bad morals, engaging in conduct that is detrimental to the Company’s reputation, character
or standing or that of the shareholders, or filing

by an arbitration panel that the employee
breached the non-compete or non-disclosure agreement with the Company, and (b) without cause by a majority vote of the Board. The
Agreement provides that the employee my terminate his employment for a variety of good reasons: (a) change of duties and

responsibilities, (b) reduction in salary,
(c) relocation of corporate offices from Central Florida, (c) refusal to permit the CTO to engage in activities not directly related
to the Company’s business, which the employee is permitted to do prior to the Agreement, (d) the Company fails to provide
indemnification provided for in the by-laws, (f) the Company fails to obtain the assumption agreement from any successor

F-21


Table of Contents


GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010





Note 10—Commitments (Continued)



giving rise to a change of control,
or (g) there is any other material breach of this Agreement. With respect to (c) above, “relocating our principal executive
offices away from Central Florida,” as a

termination right with “good reason,”
David Burt was actively involved in the decision to consolidate the Company’s offices and operations to New York and in negotiating
the lease for the New York facility, and has waived his rights to termination with good cause due to the relocation of our office
and operations to

new York (See Exhibit 10.1). The Company’s
Board of Directors unanimously approved of David B. Burt’s waiver in this regard.



On December 14, 2009, the Company entered
into a twelve (12) month agreement (“Agreement”) with

Emerging Markets Consulting, LLC, a
Florida limited liability company, controlled by James S. Painter. The Agreement provides that Emerging Markets Consulting, LLC
will provide the Company with various advertising and marketing services in exchange for 2,800,000 shares of the Company’s
$.01 par value common stock, which shares were vested and earned upon the execution of the Agreement. The Company has indemnified
Emerging Markets Consulting, LLC and its officers in the Agreement against

liabilities arising as a result of the
relationship between the Company and Emerging Markets Consulting, LLC.



On February 1, 2010, the Company
entered into a twelve (12) month agreement (“Agreement”) with Byrd & Company, LLC, a Florida limited liability
company, owned and controlled by James Byrd, Jr. The Agreement provides that Byrd & Company, LLC will provide the Company business
consulting services, including to consult and advise about (a) corporate structure and strategic advice in connection with going
public, (b) engaging appropriate SEC counsel, auditors, transfer agents and other professionals for the purpose of going public
as a registered fully reporting public company in exchange for 2,800,000 restricted shares of the Company’s $.01 par value
common stock, which shares were vested and earned upon the execution of the Agreement.

F-22


Table of Contents




GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010





Note 10—Restatement



The Company restated its financial statements
as of and for the four months ended March 31, 2010 to reflect a correction to the balance sheet classification of a technology
license received in exchange for the issuance of 21.5 million shares of common stock as an intangible asset. The technology license
was originally valued at $215,000 (21.5 million common stock shares at par value of $.01). The SEC staff believes that transfers
of nonmonetary assets to a company by its promoters or shareholders in exchange for stock prior to or a the time of the company’s
initial public offering normally should be recorded at the transferors’ historical cost basis determined under GAAP (SAB
Topic 5:G). The Company was unable to identify specific historic costs associated with the License Agreement prior to the filing
of its S-1 Registration Statement; therefore, after further evaluation of all facts associated with the original valuation assigned
to the License Agreement, the Company determined that no value should be assigned to the License Agreement. This restatement resulted
in a reduction of the intangible asset (Technology License) and paid-in capital of $215,000. In addition, this restatement was
made to change the wording in the statement of cash flows (Supplemental information) to reflect that the 21.5 million shares were
issued in exchange for the technology license and not issued in connection with the acquisition of the technology license. The
Company’s summarized financial statements comparing the restated financial statements to those originally filed are as follows:





|                                          |  | Original |         | Restated |  | Change
|----------------------------------------- |  | -------- | ------- | -------- |  | ------
|Balance sheet:                            |  |          |         |          |  |       
|Total assets                              |  | $        | 322,074 |          |  | $     
|                                          |  |          |         |          |  |       
|Total liabilities and stockholders equity |  | $        | 296,079 |          |  | $     



Statement of Cash Flows:





Supplemental Information:



Original description: Issuance
of 21,500,000 shares of common stock in connection with acquisition of technology license



Restated description: Issuance
of 21,500,000 shares of common stock in exchange for technology license







F-23


Table of Contents




GreenCell, Incorporated

(A Development
Stage Company)

Notes
to the Financial Statements

March 31, 2011
and 2010





Note 11—Subsequent Events



On May 17, 2011, the Company
entered into a Promissory Note (“Note”) agreement with Tyler Teynor, wherein Mr. Teynor loaned the Company $10,000.
The Note is unsecured and accrues interest at 10% per annum. The Note and accrued interest is due on May 17, 2012 On May 25, 2011,
the Note was converted into 100,000 restricted shares of the Company’s $.01 par value common stock

On May 25, 2011, the note holders
of $205,000 of the Company’s outstanding debt and the Company mutually agreed to convert the outstanding principal owed on
the $205,000 worth of promissory notes into restricted common stock of the corporation at a conversion price of $0.10 per share.

In June 2011, all debt holders
that converted the outstanding principal due them into restricted common stock of the Company entered into a Waiver of Interest
agreement, wherein they waived and forgave all accrued interest due them by Company.

Management has evaluated subsequent
events through June 17, 2011, the date of which the financial statements were available to be issued.

F-24


Table of Contents


Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure



No
events occurred that require disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending March 31, 2011.



Item
9A. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



As
required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “1934 Act”), as of March 31, 2011, we carried
out an evaluation of the effectiveness of the design and operation of our disclosure controls and (as defined in Rule 13a-15(e)
or Rule 15d-15(e) under the Exchange Act). This evaluation was carried out under the supervision and with the participation of
our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer),
who concluded, that as of March 31, 2011, our disclosure controls and procedures are effective.



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed
under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal
financial officer, as appropriate, to allow timely decisions regarding required disclosure.



Management’s
Report on Internal Control over Financial Reporting



Management
is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision
of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal
control over financial reporting includes those policies and procedures that:



- 
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company;

- 
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management
and directors of the Company; and

- 
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on the financial statements.

28


Table of Contents


Limitations
on the Effectiveness of Internal Controls



Our
management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily
prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving
our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
are effective at that reasonable assurance level.  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. Because of 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, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The
design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time,
control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may
deteriorate.



Item
9B. Other Information



None.



PART
III



Item
10. Directors, Executive Officers and Corporate Governance



The
following information sets forth the names, ages, and positions of our current directors and executive officers as of March 31,
2011.



|Name          | Age | Position(s)
    and Office(s) Held                                    
|------------- | --- | ----------------------------------------------------------------------
|Dan Valladao  | 45  | President & CEO, CFO/CAO/Treasurer/Secretary/Chairman
    of the Board
|David Burt    | 55  | Chief Technology
    Officer, Director                                
|Samuel Reeder | 79  | Director                                                              



Set
forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Dan
Valladao – President/Chief Executive Officer/Chief FinancialOfficer/CAO/Treasurer/Secretary/Chairman of the
Board



Dan
Valladao has been our Chairman of the Board, President and Chief Executive Officer since December 7, 2009. Mr. Valladao
has 25 years of automotive experience, predominately in the areas of retail, wholesale and original equipment manufacturer sales
channels. Since November 2009, Mr. Valladao has been the Chairman, President and Chief Executive Officer of General Automotive
Company, an SEC reporting company. From September 2004 to present, Mr. Valladao was President and Founder of OE Source LC,
an automotive parts distributor located in Orlando, Florida, which merged into General Automotive in February 2008 as a wholly
owned subsidiary of General Automotive Company. From March 1998 to September 2004, Mr. Valladao was the Vice President of
Sales and Marketing for APS International, a global manufacturer and distributor of automotive products based in Los Angeles,
California and Singapore. From August 1988 to March 1996, Mr. Valladao was an Executive Vice President of Mobile Living Corporation,
a retailer of vehicle accessories, located in Concord, California. From November 1996 to March 1998, he was a sales representative
of HSG Corporation, a manufacturer’s representatives firm located in Brentwood, California where he was responsible for
sales to Original Equipment Manufacturer companies, including Ford Motor, General Motors, Chrysler, Honda and Toyota.

29


Table of Contents


David
Burt – Chief Technology Officer/Director

David
D. Burt has been our Director and Chief Technology Officer since December 7, 2009. Since 1994, Mr. Burt has been the
President and Founder of SenCer, Inc. , a New York State “C” Corporation, located in Penn Yan, New York. At SenCer,
Inc., for approximately 14 years, he has directed, designed, developed and manufactured electronic ceramic components that are
used primarily for electronic manufacturing of discrete devices, including automobile sensor products and a new worldwide marketed
composite material that is used for high purity electronic manufacturing. SenCer has developed a ceramic composite material used
in high temperature electronic component manufacturing and conducts research and manufacturing into high temperature fuel cells,
automotive sensors and commercial electronic products. “SenCer has four employees: (a) Mr. Burt, its President; (b) an accounting/administrative
person; (c) a quality assurance manager; and (d) a technician. SenCer’s business has primarily focused on research and development
of ceramic based materials and has earned revenues ranging from $100,000 to $350,000 since its inception in 1994.

From
January 1991 to December 1994, Mr. Burt was the owner of ARETE, a consulting firm located in St. Louis, Missouri that developed
automotive oxygen sensors. From January 1987 to December, 1990, Mr. Burt was the founder and president of Digital Controls
Incorporated, a Missouri “S” corporation located in Rolla, Missouri that developed process controls systems and materials
for the materials industry. From October 1984 to December 1986, Mr. Burt was the President/Founder of MRD Corporation, a
process control firm located in Rolla, Missouri, which developed high temperature analytical equipment. From August 1978 to July
1983, Mr. Burt was a process research engineer with the Miami Laboratory of Eagle-Picher Industries located in Miami, Oklahoma,
including having conducted ceramic nuclear materials research. In June 1978, Mr. Burt received a Bachelor of Science Degree
in Ceramic Engineering from Alfred University located in Alfred, New York. In May 1990, Mr. Burt received a Master of Science
Degree in Ceramic Engineering from the University of Missouri-Rolla located in Rolla, Missouri.

Samuel
Reeder – Director

Samuel Reeder
has been our Director since December 7, 2009. Since June 2002, he has been a Director of SenCer, Inc. In May 1986, Mr. Reeder
acquired Ferronics, an electronics manufacturing firm located in Fairport, New York and served as its Chief Executive
Officer until November 1999, at which time Mr. Reeder’s son, Timothy Reeder, became Chief Executive Officer. Mr.
Reeder has been Ferronics’ Chairman of the Board since its inception. From 1964 to 1985, Mr. Reeder was employed
by Itek Corporation’s Graphic Products Division, a Reprographic Products firm located in Rochester, New York, having
served in increasingly responsible product, marketing, and executive management positions, and then becoming its Senior Vice President
of Sales and Marketing from 1984 to 1985. From 1957 to 1964, Mr. Reeder was employed by Champion Paper Company, a Paper
Products firm located in Hamilton, Ohio in various sales and marketing roles. In 1950, he received a Bachelor of Arts Degree from
Hamilton College located in Clinton, New York. From 1951 to 1955, Mr. Reeder served with the United States Air Force and
served a combat tour in Korea. In 1957, he received a Master of Business Administration from Harvard University located in
Boston, Massachusetts.



Directors



Our
bylaws authorize no less than one (1) and a maximum of nine (9) directors. We currently have three (3) Directors.



Family
Relationships



There
are no family relationships between or among the directors, executive officers or persons nominated or chosen by the Company to
become directors or executive officers.

30


Table of Contents


Involvement
in Certain Legal Proceedings



To
the best of our knowledge, during the past 10 years, none of the following occurred with respect to our present or former director,
executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type
of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.



Term
of Office



Our
Directors are appointed for a one year term to hold office until the next annual general meeting of our shareholders or until
removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until
removed by the board.



Committees
of the Board



Audit
Committee



We
do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit
committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed
by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent
accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit
with the independent accountants, reviews with management and the independent accountants our annual operating results, considers
the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid
to the independent auditor and the performance of the independent auditor.



Compensation
Committee



We
do not have a separately-designated standing compensation committee. The entire Board of Directors performs the functions of a
compensation committee.



Code
of Ethics



As
of March 31, 2011, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions. In the future,
we plan to adopt a Code of Ethics that obligates our directors, officers and employees to disclose potential conflicts of interest
and prohibits those persons from engaging in such transactions without our consent.



Item
11. Executive Compensation



Summary
Compensation Table



The table
below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal
years for all services rendered to us.

31


Table of Contents




|SUMMARY COMPENSATION TABLE                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------
|Name
                                                         and
        principal
        position                            
|Dan
    Valladao,                                                                                                               
|President
                                             & CEO, CFO/CAO/Treasurer/Secretary/
        Chairman
        of the Board
|David
    Burt,                                                                                                                 
|Chief
    Technology Officer and Director                                                                                       





Narrative
Disclosure to the Summary Compensation Table



Dan
Valladao’s annual salary is $60,000. David Burt’s annual salary is $30,000. Messrs. Valladao’s and Burt’s
salary during fiscal year ending on March 31, 2011 was $60,000 and $30,000 respectively. During the fiscal year ended March 31,
2010, Mr. Valladao received $15,000 of salary and Mr. Burt received $7,500 of salary. This reflected payment of three months’
salary for each party.



Neither
we, SenCer, General Automotive or any other party pays Mr. Burt or SenCer for any services rendered other than those terms contained
in our employment agreement with Mr. Burt and the amended Technology License Agreement between SenCer and us.



Although
we have not paid any cash bonuses, our employees, including officers, may receive such bonuses and salary increases as the Board
of Directors, in its sole discretion, may award from time to time.



Dan
Valladao



Dan
Valladao became our Chief Executive Officer and Chairman of the Board on December 7, 2009. Pursuant to a written employment agreement
effective January 1, 2010, Mr. Valladao is responsible for all aspects of GreenCell, Incorporated’s business.

Employment
Agreement with Dan Valladao

We
entered into an Employment Agreement between us and Chief Executive Officer, Dan Valladao. The term of the employment agreement
is from January 1, 2010 to December 31, 2012. In return for his services as our Chief Executive Officer, the agreement
provides that Mr. Valladao will receive a base salary of $5,000 per month, plus performance bonuses awarded by our Board
of Directors. We may terminate the agreement: (a) for cause, including material breaches of the agreement that are not cured
within five (5) business days, a criminal conviction punishable by imprisonment of more than one year involving a crime that
includes gross dishonesty or bad morals, engaging in conduct that is detrimental to our reputation, character or standing or that
of our shareholders, or a finding by an arbitration panel that the employee breached the non-compete or non-disclosure agreement
with us; or (b) without cause by a majority vote of our Board of Directors.

The
employee may terminate his employment with “good reason” if: (a) there is any change in the duties and responsibilities
of the employee that is inconsistent with the employee’s duties, responsibilities, or status with us; (b) we reduce
the employee’s base salary; (c) we relocate our principal executive offices away from Central Florida; (d) we
refuse to permit the employee to engage in activities not directly related to our business, which employee was permitted to do
prior to the employment agreement; (e) we fail to provide the indemnification provided for in our bylaws or any other written
agreement between the employee and us; (f) we fail to obtain the assumption agreement from any successor giving rise to a
change in control; or (g) there is any other material breach of this agreement.

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Table of Contents


With
respect to (c) above, “relocat[ing] our principal executive offices away from Central Florida”, as a termination right
with “good reason”, Dan Valladao was actively involved in the decision to consolidate our office and operations in
New York and was involved in negotiating the lease for the New York facility, and has waived his rights to termination with good
cause due to relocation of our office and operations to New York. Our Board of Directors unanimously approved of Dan Valladao’s
waiver in this regard.

Upon
the termination of the employment agreement with cause by a majority vote of our Board of Directors, no rights will accrue to
the employee prior to the termination date to receive any bonus fully-earned through the date of such termination.

If
an employee’s employment is terminated due to death, the employee’s estate will be entitled to receive the base salary
through the date of death and any bonus fully earned through the termination date. The employee’s surviving spouse will
be eligible for continuation of family benefits subject to compliance with the insurance plan provisions at the full premium rate
for a one year period after the termination date due to the employee’s death. The employee’s estate will not be entitled
to any other benefits.

In
the event of the employee’s disability, either through mental or physical illness, the employee will be entitled to receive
the base salary provided for in Section 3 of the agreement accrued through the date of termination for such disability, any bonus
fully earned through the termination date and severance equal to 12 months salary, paid in 12 equal monthly installments. In the
event of the employee’s disability, the employee’s estate will be entitled to no other benefits.

If
the employment agreement is terminated due to the employee’s disability, termination of the employee without cause or for
good reason, the employee will be entitled to receive his base salary accrued and any bonus fully earned through the date of the
termination as well as severance equal to 12 months salary, paid out in 12 equal monthly installments.

The
agreement is subject to confidentiality terms prohibiting the disclosure of confidential information.

David
Burt



David
Burt became our Chief Technology Officer and Director on December 7, 2009. Pursuant to a written employment agreement dated January
1, 2010, Mr. Burt is responsible for our technologies and future products. He invented, and will continue to develop, the technologies
and manufacturing processes to be used in our future products and to develop and manufacture our future products.

Employment
Agreement with David Burt

We
entered into a January 1, 2010 Employment Agreement between us and our Chief Technology Officer, David Burt. The term of
the employment agreement is for 24 months from January 1, 2010 to December 31, 2012. In return for his services as our
Chief Technology Officer, the agreement provides that he will receive a base salary of $2,500 per month, plus performance bonuses
awarded by our Board of Directors.

We
may terminate the agreement: (a) for cause, including material breaches of the agreement that are not cured within five (5) business
days, a criminal conviction punishable by imprisonment of more than one year involving a crime that includes gross dishonesty
or bad morals, engaging in conduct that is detrimental to our reputation, character or standing or that of our shareholders, or
an arbitration panel finding that the employee breached the non-compete or non-disclosure agreement with us; or (b) without
cause by a majority vote of our Board of Directors.

The
employee may terminate his employment with “good reason” if: (a) there is any change in the duties and responsibilities
of the employee that is inconsistent with the employee’s duties, responsibilities, or status with the company; (b) we
reduce the employee’s base salary; (c) we relocate our principal executive offices away from Central Florida; (d) we
refuse to permit the employee to engage in activities not directly related to our business, which employee was permitted to do
prior to the employment agreement; (e) we fail to provide the indemnification provided for in our bylaws or any other written
agreement between the employee and us; (f) we fail to obtain the assumption agreement from any successor giving rise to a
change in control; or (g) there is any other material breach of this agreement.

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With
respect to (c) above, “relocat[ing] our principal executive offices away from Central Florida”, as a termination right
with “good reason”, David Burt was actively involved in the decision to consolidate our office and operations in New
York and was involved in negotiating the lease for the New York facility, and has waived his rights to termination with good cause
due to relocation of our office and operations to New York . Our Board of Directors unanimously approved of David Burt’s
waiver in this regard.

Upon
the termination of the employment agreement with cause by a majority vote of our Board of Directors, no rights will accrue to
the employee prior to the termination date to receive any bonus fully-earned through the date of such termination.

If
an employee’s employment is terminated due to death, the employee’s estate will be entitled to receive the base salary
through the date of death and any bonus fully earned through the termination date. The employee’s surviving spouse will
be eligible for continuation of family benefits subject to compliance with the insurance plan provisions at the full premium rate
for a one year period after the termination date due to the employee’s death. The employee’s estate will not be entitled
to any other benefits.

In
the event of the employee’s disability, either through mental or physical illness, the employee will be entitled to receive
the base salary provided for in Section 3 of the agreement accrued through the date of termination for such disability, any bonus
fully earned through the termination date and severance equal to 12 months salary, paid in 12 equal monthly installments. In the
event of the employee’s disability, the employee’s estate will be entitled to no other benefits.

If
the employment agreement is terminated due to the employee’s disability, termination of the employee without cause or for
good reason, the employee will be entitled to receive his base salary accrued and any bonus fully earned through the date of the
termination as well as severance equal to 12 months salary, paid out in 12 equal monthly installments.

The
agreement is subject to confidentiality terms prohibiting the disclosure of confidential information.



Outstanding
Equity Awards At Fiscal Year-end Table



The
table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive
officer outstanding as of the end of our last completed fiscal year.



|OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|--------------------------------------------
|                                            
|Name                                        
|Dan Valladao                                
|David Burt                                  



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Stock
Option Grants



We have
not granted any stock options to the executive officers or directors since our inception.



Director
Compensation



The
table below summarizes all compensation of our directors as of the fiscal year ended March 31, 2011.



|DIRECTOR COMPENSATION
|---------------------
|Name                 
|Dan Valladao         
|David Burt           
|Samuel Reeder        



Narrative
Disclosure to the Director Compensation Table



Our
directors do not currently receive any compensation from the Company for their service as members of the Board of Directors of
the Company.



Stock
Option Plans



We did not
have a stock option plan in place as of March 31, 2011.

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Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The
following table sets forth, as of June 17, 2011, the beneficial ownership of our common stock by each executive officer and director,
by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors
as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 31,760,000 shares
of common stock issued and outstanding on June 17, 2011:



|Name and address of beneficial owner (1)                                                    |  | Title of Class |        | Amount of beneficial ownership |  | Percent of class
|------------------------------------------------------------------------------------------- |  | -------------- | ------ | ------------------------------ |  | ----------------
|Dan Valladao, CEO, CFO, Chairman of the Board(2) One Keuka Business Park Penn Yan, NY 14527 |  |                | Common |                                |  |                 
|David Burt, CTO, Director(3) One Keuka Business Park Penn Yan, NY 14527                     |  |                | Common |                                |  |                 
|Samuel Reeder, Director(4) One Keuka Business Park Penn Yan, NY 14527                       |  |                | Common |                                |  |                 
|                                                                                            |  |                |        |                                |  |                 
|Total of All Directors and Executive Officers:                                              |  |                | Common |                                |  |                 
|                                                                                            |  |                |        |                                |  |                 
|More Than 5% Beneficial Owners:                                                             |  |                |        |                                |  |                 
|General Automotive Company (5) 5422 Carrier Drive, Suite 309 Orlando, FL 32819              |  |                | Common |                                |  |                 
|SenCer, Inc. (6) One Keuka Business Park Penn Yan, NY 14527                                 |  |                | Common |                                |  |                 
|James Byrd, Jr.(7) 8815 Conroy Windermere Road, Suite 417 Orlando, FL 32835                 |  |                | Common |                                |  |                 
|James Painter(8) 10724 High Crest Court Howey In The Hills, FL 34737                        |  |                | Common |                                |  |                 
|Douglas James Nagel as Trustee of the Douglas James Nagel Revocable Trust of 5/1/89         |  |                | Common |                                |  |                 



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| | 1. | As
    used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security,
    or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition
    of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership"
    of any security that such person has the right to acquire within 60 days after such date.                                                                                                                                                                                                                                                                                                                                  
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | General Automotive
    owns 10,750,000, or 33.85% of our outstanding shares. Our Chief Executive Officer, Dan Valladao, owns 21.2% of General Automotive’s
    issued and outstanding shares of common stock. The attribution to Dan Valladao of beneficial ownership of 10,750,000 shares owned
    by General Automotive reflects his ownership of General Automotive and his individual Board vote on General Automotive’s
    Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                
| | 3. | SenCer, Inc.,
    owns 10,750,000, or 33.85% of our outstanding shares. Our Chief Technology Officer, David Burt, owns 51% of SenCer’s outstanding
    shares. The attribution to David Burt of beneficial ownership of 10,750,000 or 33.85% reflects his ownership of SenCer, Inc. along
    with his individual Board vote on SenCer’s Board of Directors. Samuel Reeder, by virtue of his seat on the Board of Directors
    of SenCer Inc., is also being attributed beneficial ownership of the same 10,750,000 shares or 33.85% ownership of SenCer, Inc. 
    As David Burt and Samuel Reeder are both being attributed the beneficial ownership of the same lot of shares, the lot of 10,750,000
    shares owned by SenCer, Inc., will only be counted once for the total ownership by all Directors and Executive officers.
| | 4. | SenCer, Inc.,
    owns 10,750,000, or 33.85% of our outstanding shares. Samuel Reeder is a Director of SenCer, Inc. The attribution to Samuel Reeder
    of beneficial ownership of 10,750,000 or 33.85% reflects his individual Board vote on SenCer’s Board of Directors. David
    Burt, by virtue of his ownership of SenCer, Inc., and his seat on the Board of Directors of SenCer Inc., is also being attributed
    beneficial ownership of the same 10,750,000 shares or 33.85% ownership of SenCer, Inc.  As David Burt and Samuel Reeder are
    both being attributed the beneficial ownership of the same lot of share, the lot of 10,750,000 owned by SenCer, Inc., will only
    be counted once for the total ownership by all Directors and Executive officers.                                                     
| | 5. | General Automotive’s
    Board of Directors by majority vote has sole voting and investment power over the 10,750,000 of our common shares that it owns.
    General Automotive’s Board of Directors consists of: (a) Dan Valladao, who is also our CEO; (b) Tim Alford who owns 10,000
    shares of our common stock; and (c) Kenneth Adams. SenCer’s Board of Directors by majority vote has sole voting investment
    power over the 10,750,000 of our common shares that it owns. SenCer’s Board of Directors consists of: (a) David Burt, who
    is also our Chief Technology Officer/Director; (b) Samuel Reeder, who is also our Director; (c) Tim Reeder who is Samuel Reeder’s
    son; (d) Richard Ackart, and (e) Dr. P. Darrell Ownby, who renders services to us as a consultant.                                    
| | 6. | SenCer’s
    Board of Directors by majority vote has sole voting investment power over the 10,750,000 of our common shares that it owns. SenCer’s
    Board of Directors consists of: (a) David Burt, who is also our Chief Technology Officer/Director; (b) Samuel Reeder, who is also
    our Director; (c) Tim Reeder who is Samuel Reeder’s son; (d) Richard Ackart, and (e) Dr. P. Darrell Ownby, who renders services
    to us as a consultant.                                                                                                                                                                                                                                                                                                                                                                               
| | 7. | James Byrd, Jr.
    is the beneficial owner of a total of 2,890,000 of our outstanding common shares, which equates to 9.10% of our outstanding common
    stock.  He beneficially owns the shares as follows: (a) 2,600,000 shares through Byrd & Company, LLC, a Florida Limited
    Liability Company that Mr. Byrd is the Managing Member of and which he owns and controls, (b) 190,000 shares owned through Mr.
    Byrd’s retirement account, James Byrd,Jr., SEP-IRA and (c) 100,000 shares that he owns jointly with his wife Robin Byrd.                                                                                                                                                                                                                                                                                   
| | 8. | James Painter
    is the beneficial owner of a total of 2,890,000 of our outstanding common shares, which equates to 9.10% of our outstanding common
    stock.  He beneficially owns the shares as follows: (a) 2,700,000 shares through Emerging Markets Consulting, LLC, A Florida
    Limited Liability Company that Mr. Painter is the Managing Member of and which he owns and controls; and (b) an additional 190,000
    shares owned through his wife, Ryan Painter, as joint tenants in the entirety.                                                                                                                                                                                                                                                                                                                      



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Item
13. Certain Relationships and Related Transactions, and Director Independence

SenCer
and Us

We
issued 10.75 million shares to our co-founder SenCer on December 8, 2009 in accordance with the terms of our Technology License
Agreement with SenCer.

From
January 2010 to April 2010, we leased space from SenCer for $4,950 per month in accordance with a verbal agreement between us
and SenCer.

As
more fully detailed in Item II Properties, on May 4, 2010, we entered into a one year lease agreement with Finger Lakes Development
Center, for 9,900 square feet of production space and 4,100 square feet of office space to be shared with SenCer, our co-founder.
This agreement expires on April 30, 2011 and provides for a monthly rental payment of $4,450, plus a monthly utility allowance
of $450.

On
February 10, 2010, we purchased one piece of analytical equipment from SenCer for $25,500

SenCer/David
Burt

SenCer,
our co-founder, owns 10,750,000 restricted shares of our common stock. David Burt, our Chief Technology Officer/Director, is SenCer’s
Chief Executive Officer, owns 50% of SenCer, over the technologies to us and we are required to pay SenCer 2% of the gross sales
pertaining to further licensing if the igniter technology or the sale of process which includes that technology.

Neither
we, SenCer, General Automotive or any other party pays Mr. Burt or SenCer for any services rendered other than those terms contained
in our employment agreement with Mr. Burt and the amended Technology License Agreement between SenCer and us, which agreement
is discussed later in this Item 13. When we first began our operations, SenCer maintained a lease at the New York facility and
from January 2010 to the end of April 2010, we paid SenCer a $4,900 monthly fee for the 14,000 square feet we then occupied and
the salaries of our employees that were then physically located at SenCer’s facility. There is no written agreement that
provides for that specific amount that we then reimbursed SenCer for use of that space. Then, on May 4, 2010, we leased in our
own name 9,900 square feet along with 4,100 square feet of office space located at the same New York facility previously rented
by SenCer to be shared with SenCer for common purposes of SenCer and us, and we fully established our operational team in the
New York facility and hired all of the necessary employees directly. As such, we ceased the practice of recompensing SenCer for
the use of the space that they had previously rented and directly paid for our rent, labor, and other costs. Thus, other than
the amended Technology License Agreement and Employment Agreement, we do not have any agreements written or verbal in which we
pay Mr. Burt or SenCer for services rendered for us.

SenCer/Samuel
Reeder

Samuel
Reeder, our Director, is also a Director of SenCer. Reeder Ventures, a company under Samuel Reeder’s control, loaned SenCer
$1,213,000, as follows: (a) $400,000 on or about July 21, 2002, increased to $500,000 on or about February 28, 2003, which carries
a cumulative interest rate of prime plus 3%, and is convertible into SenCer Class A stock at a conversion rate of $200.00 per
share of SenCer’s Class A stock, which is SenCer’s only voting stock; and (b) $500,000 on or about July 26, 2005,
which carries a cumulative interest rate of prime plus 3%, and is convertible into SenCer’s Class B stock at a conversion
rate of $140.00 per share of SenCer’s Class B stock. Additionally, Samuel Reeder individually loaned SenCer $213,000 from
2005-2009, which carries a 7% cumulative interest rate. The loan agreements expire on June 30, 2012. Should the Reeder Ventures’
loans in (a) and (b) be converted, Samuel Reeder will indirectly control through Reeder Ventures: (a) with respect to the Class
A voting stock, Reeder Ventures is owed $500,000 principal and $341,636 of interest, which upon conversion would result in Reeder
Ventures holding up to 4,208 Class A shares or 28.6% of SenCer’s Class A shares; and (b) with respect to the Class B non-voting
stock, Reeder Ventures is owed $500,000 plus $304,451 of interest, which would result in Reeder Ventures holding up to 5,746 Class
B non-voting shares of SenCer or 35% of the Class B shares.

General
Automotive/Dan Valladao

General
Automotive, our co-founder, and an SEC reporting company, owns 10,750,000 restricted shares of our common stock. Our Chief Executive
Officer/Chief Financial Officer/Chief Accounting Officer/Chairman of the Board, Dan Valladao, is also the Chief Executive Officer/Chairman
of the Board of General Automotive. Mr. Valladao’s ownership of General Automotive is composed of:

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| | (a) | 2,315,751
    shares of General Automotive’s common shares, or 12.6% of General Automotive’s outstanding shares;
| | --- | ----------------------------------------------------------------------------------------------------------------



| | (b) | 400,000
    options to convert into 400,000 common shares at an exercise price of $0.385 to be exercised at any time within a 60 day period;
    and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | 10,000,000
    options to convert into 10,000,000 common shares at an exercise price of $0.04 to be exercised at any time within a 60 day period.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------

Assuming
that all 10,400,000 options were exercised, Dan Valladao would own 43.1% of General Automotive’s outstanding shares, including
the 2,315,751 shares he currently owns. This calculation is based on records from General Automotive and its transfer agent, including
that as of May 23, 2011 General Automotive has 18,354,417 shares outstanding.

Prior
License Valuation

Prior
to our formation, Dan Valladao, David Burt and Samuel Reeder, as officers or directors of SenCer and General Automotive, respectively,
determined the value of the future technology license as a component of our overall valuation upon formation on a pre-money basis.
Our then future management decided that a pre-money valuation of $2.75 million would be our best estimate based on market
conditions at the time, given our status as a development stage company. It was then agreed that the contributions made by both
SenCer and General Automotive were equal. This was done by negotiated agreement between Messrs. Valladao, Burt and Reeder. Thus,
it was determined that both SenCer and General Automotive would be issued 10,750,000 shares; we agreed to issue a total of 6,000,000
shares for legal and consulting services using the same pre-money valuation. In conjunction therewith, we determined that a private
placement at the price of 10 cents per share would be conducted, and thus a pre-money valuation of $2,750,000 was established.
That was the method by which we determined the value of the contributions made by both of our co-founders, SenCer in terms of
the Technology License and General Automotive in terms of marketing, sales and management contributions. After our formation
and initial S-1 filing with the SEC, we changed our license valuation to zero.

Related
Party Promissory Notes

Between
July 15, 2010 and January 13, 2011, we issued 12 separate promissory notes to creditors who made loans to us in the aggregate
amount of $285,000. Each note is unsecured and has a 12 month term with interest at the rate of 10% per annum payable along with
the principal at maturity. There are no warrants, conversion rights or other equity features associated with these promissory
notes. The promissory notes are governed by Florida law.

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A
complete table of each of the 11 related party promissory notes from July 15, 2010 to January 6, 2011 reflecting a total sum of
$265,000 lent to us is set forth below.



|Name                                                           | Amount   |  | Date  of Note |          | Maturity  Date |  | Amount  Due at Maturity
|-------------------------------------------------------------- | -------- |  | ------------- | -------- | -------------- |  | -----------------------
|James Painter, III*                                            | $25,000  |  |               | 07/15/10 |                |  |                        
|James Byrd, Jr.* and Robin Byrd, TBE (1)                       | $25,000  |  |               | 08/09/10 |                |  |                        
|James Painter, III*                                            | $10,000  |  |               | 09/13/10 |                |  |                        
|James Painter, III*                                            | $5,000   |  |               | 10/05/10 |                |  |                        
|James Painter, III*                                            | $10,000  |  |               | 10/22/10 |                |  |                        
|James Painter, III*                                            | $10,000  |  |               | 10/26/10 |                |  |                        
|James Painter, III*                                            | $5,000   |  |               | 11/16/10 |                |  |                        
|James Painter, III*                                            | $10,000  |  |               | 11/23/10 |                |  |                        
|James Painter, III*                                            | $5,000   |  |               | 12/07/10 |                |  |                        
|James Painter, III*                                            | $10,000  |  |               | 12/29/10 |                |  |                        
|                                                               |          |  |               |          |                |  |                        
|Douglas James Nagel Revocable
Trust of 5/1/89,
    Amended (2) | $150,000 |  |               | 1/6/11   |                |  |                        
|                                                               |          |  |               |          |                |  |                        
|                                                               | $265,000 |  |               |          |                |  |                        



|* | Shareholder
        and also services agreement with us
        (1)    
        James Byrd, Jr and Robin Byrd assigned portions of the principal of their promissory note as follows: a) to Tucker H. Byrd, $7,500,
        b) to James R. Heistand, $5,000 and c) to John B. Morgan, $2,500. On May 25, 2011, James and Robin Byrd and the foregoing assignees
        all converted the principal balance on their promissory notes into our restricted common stock at a rate of $0.10 per share resulting
        in the issuance of 100,000 shares to James and Robin Byrd, 75,000 shares to Tucker H. Byrd, 50,000 shares to James R. Heistand
        and 25,000 shares to John B. Morgan. James Byrd, Jr., and Robin Byrd, who retained the right to collect all of the interest on
        the original loan of $25,000, waived all interest they were due under the promissory note.
        (2)    
        On May 25, 2011, Douglas James Nagel as Trustee of the Douglas James Nagel Revocable Trust of 5/1/89, Amended converted the principal
        balance on this promissory note into our restricted common stock at a rate of $0.10 per share resulting in the issuance of 1,500,000
        shares to the Trust. Additionally, he has waived all interest due on the promissory note.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

General
Automotive/Douglas Nagel/Us

On
January 6, 2011, the Douglas James Nagel Revocable Trust of May 1, 1989, Amended loaned us $150,000. At the time of the loan,
the foregoing Trust owned 200,000 shares of our common stock.

On
May 25, 2011, Douglas James Nagel as Trustee of the Douglas James Nagel Revocable Trust of 5/1/89, Amended converted the principal
balance on this promissory note into our restricted common stock at a rate of $0.10 per share resulting in the issuance of 1,500,000
shares to the Trust. Additionally, he has waived all interest due on the promissory note. Subsequent to the issuance, the Trust
owned 1,700,000 shares of our common stock.



Douglas Nagel has a consulting agreement
with General Automotive, which provides that he perform the functions of a business consultant to General Automotive in business
management, growth initiatives and corporate oversight and to General Automotive’s Chief Executive Officer in corporate
finance and banking relations, for which General Automotive granted Douglas Nagel 13,500,000 options and 1,000,000 warrants of
General Automotive, which represents 44% of General Automotive’s shares as of May 23, 2011 assuming all such options and
warrants were exercised. The Douglas James Nagel Revocable Trust of May 1, 1989, Amended owns 4,472,623 shares of General Automotive
or 24% of General Automotive’s outstanding shares as of May 23, 2011.



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Joint
Venture Agreement/Amended Joint Venture Agreement between our co-founders, SenCer and General Automotive

On
December 6, 2009, SenCer, as a ceramic technology development and manufacturing company that has developed certain technology
that has potential application in the automotive and home heating/cooling and appliance industries entered into a Joint Venture
Agreement with General Automotive, an automotive parts importing and distribution company to form us and provide technology, marketing
and advisory services to us. The agreement provides that SenCer, Inc. will provide its technical expertise and General Automotive
will provide its marketing expertise to us. From an operational standpoint: (a) General Automotive will oversee all marketing
of our products, and use its and our Chief Executive Officer’s already established relationships, and attempt to engage
new relationships, to secure manufacturers, co-manufacturers, and product distributors in arrangements, agreements, co-partnerships
or sublicensing agreements; and (b) SenCer will continue to provide oversight of all development and technical aspects of our
product development and manufacturing. Neither General Automotive nor SenCer are contractually or otherwise required to perform
the operational roles stated in (a) and (b). Additionally, the agreement provides that: (a) there will be an initial three member
board comprised of Dan Valladao, David Burt, and Samuel Reeder, each for a two year term; (b) we will have one hundred million
(100,000,000) authorized shares; (c) we will seek to raise one million dollars of private capital; (d) James Byrd, Jr.
(or his company) will provide consulting services to us in strategic business growth and development for which we will pay him
2,800,000 shares of common stock; (e) James Painter (or his company) will provide consulting in the areas of investor relations
and shareholder relations, for which he will be paid 2,800,000 shares; (f) Law Office of Frederick M. Lehrer, P A will be
paid 400,000 shares for SEC and related legal work; (g) SenCer and General Automotive will each receive 10,750,000 shares
for their respective services, know-how and technology; (h) Dan Valladao will be our Chief Executive Officer and David Burt
will be our Chief Technology Officer; and (i) Dan Valladao will receive a salary of $5,000 per month for his work as Chief
Executive Officer under a three year employment agreement and David Burt will receive an initial base salary of $2,500 per month,
both of which will be provided for in a three year employment agreement effective January 1, 2010.

We
have an Amended Joint Venture Agreement dated July 13, 2010, which provides that board members may not be removed without
the affirmative vote of more than seventy-five percent of our issued and outstanding shares.

Technology
License Agreement/Amended Technology License Agreement

On
December 8, 2009, SenCer, Inc., the licensor, entered into a Technology License Agreement with us effective as of that same date.
Under the agreement SenCer granted to us a perpetual, irrevocable, exclusive, and non- transferable, unlimited, unrestricted,
worldwide license to use its existing ceramic composite technology as well as any such technology developed thereafter using the
UltraTemp, Ceris or Ceros products for the transportation and appliance gas ignition markets , including gas igniters, appliance
igniters, flue gas sensors, automotive sensor heaters, automotive gas sensors, fuel cell stack and components, head and gas distribution
products. In return for the grant of the license, we are required to pay SenCer on a quarterly basis, 2% of the gross sales pertaining
to further licensing of the igniter technology or the sale of the process, which includes that technology. Further licensing refers
to our core products technologies that will be used in manufacturing other products and/or we enter into manufacturing, co-manufacturing
or distribution agreements where licensing of our technology will be an inherent element in such other products. The royalty is
not limited to the igniter and this igniter technology, but will also include our other future planned products; oxygen igniters,
fuel cells, and other products.

“Derivative
Technology” is defined in the agreement as any and all proprietary processes, inventions, discoveries, technology, apparatus,
tools, drawings, designs, plans...and any and all other intellectual property or proprietary information discovered, derived
or developed from or based on the “Licensor Technology” defined immediately below, or as a result of our use of the
Licensor Technology. “Licensor Technology” is defined in the agreement as any and all proprietary processes, inventions,
discoveries, technology, apparatus, tools, drawings, designs, plans...and any and all other intellectual property or proprietary
information, that presently exists or is developed prior to, on or after the date of the agreement relating in any way to SenCer’s
ceramic composite technology using the UltraTemp, Ceris or Ceros products, including gas igniters, appliance igniters, flue gas
sensors, automotive sensor heaters, automotive gas sensors, fuel cell stacks and components, heat and gas distribution products,
but excluding plastic welding for automotive components, and operational capabilities related thereto. “Fields of Use”
means UltraTemp, Ceris or Ceros technology for the transportation or appliance gas ignition markets.

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The
agreement provides that SenCer, as the licensor of the Derivative Technology, agrees that we are the worldwide owner of: (a) any
and all Derivative Technology made or developed by SenCer for us, alone or jointly with others, during the term and within the
fields of use; and (b) any and all intellectual property and proprietary rights in such Derivative Technology in the Fields of
use, including without limitation the worldwide patents for such Derivative Technology and all subsidiary rights in such Derivative
Technology.

The
agreement and the license is effective as of the Viability Confirmation Date and will continue in perpetuity; however, if after
5 years any portion of the technology has not been developed or brought to market, the exclusive nature of the license is lost
as to the specific aspect of the license, and SenCer may license such technology elsewhere. The Viability Confirmation Date is
the date upon which we achieve CSA certification.

The
agreement is subject to certain representations and warranties made by SenCer.

We
have an August 26, 2010 Amended Technology License Agreement, which removes a previous erroneous reference to an “operating
agreement,” and amends the agreement to reflect that the license is granted on the date of execution of the amended agreement,
August 26, 2010.

Consulting
Agreement with Emerging Markets Consulting, LLC

We
entered into an agreement on December 14, 2009 with Emerging Markets Consulting, LLC, a Florida limited liability company
controlled by James S. Painter, which provides that Emerging Markets Consulting, LLC will provide us, for a term of twelve (12) months,
with various advertising and marketing services in exchange for our issuing it 2,800,000 shares of our restricted common stock
that are deemed earned upon execution. We have indemnified Emerging Markets Consulting, LLC and its officers in the agreement
against liabilities as a result of the relationship between us and Emerging Markets Consulting, LLC.



James
Painter is the beneficial owner of a total of 2,890,000 of our outstanding common shares, which equates to 9.10% of our outstanding
common stock. He beneficially owns the shares as follows: (a) 2,700,000 shares through Emerging Markets Consulting, LLC, A Florida
Limited Liability Company that Mr. Painter is the Managing Member of and which he owns and controls; and (b) an additional 190,000
shares owned through his wife, Ryan Painter, as joint tenants in the entirety.

Business
Consulting Agreement with Byrd & Company, LLC



We
have a February 1, 2010 agreement with Byrd & Company, LLC, a Florida limited liability company owned and controlled
by James Byrd, Jr., which provides that Byrd & Company, LLC will provide us with business consulting services for a period
of twelve months, including to consult and advise about: (a) our corporate structure and strategic advice in connection with
going public; (b) engaging appropriate SEC counsel, auditors, transfer agents and other professionals for the purpose of
going public as a registered fully reporting public company. We have paid Byrd & Company, LLC: (a) a one time cash
consulting fee of $10,000, which includes all initial work and costs associated with coordinating initial audit and filings with
the SEC attorney and auditor, as well as use of Consultant’s office located at 2295 S. Hiawassee Rd., Suite. 414, Orlando,
Florida 32835 for initial temporary office space, until April 2010, and to initial use of his administrative staff during the
first 120 days to assist with SEC documentation and filings for us; (b) 2,800,000 shares of our restricted common stock,
which shares will be deemed to be fully vested and earned upon the execution of the agreement.



James
Byrd, Jr. is the beneficial owner of a total of 2,890,000 of our outstanding common shares, which equates to 9.10% of our outstanding
common stock. He beneficially owns the shares as follows: (a) 2,600,000 shares through Byrd & Company, LLC, a Florida Limited
Liability Company that Mr. Byrd is the Managing Member of and which he owns and controls, (b) 190,000 shares owned through Mr.
Byrd’s retirement account, James Byrd, Jr., SEP-IRA and (c) 100,000 shares that he owns jointly with his wife Robin Byrd.



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Item
14. Principal Accounting Fees and Services



Below
is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial
statements for the years ended:



|Financial Statements for
    the | Audit
    Services | Audit
    Related Fees | Tax
    Fees | Other
    Fees
|-------------------------------- | ------------------ | ---------------------- | ------------ | --------------
|Years Ended March 31, 2011       | $5,500             | -                      | -            | -             
|2010                             | $12,550            | -                      | -            | -             



PART
IV



Item
15. Exhibits, Financial Statements Schedules



|(a) | Financial
    Statements and Schedules
|--- | --------------------------------------



The
following financial statements and schedules listed below are included in this Form 10-K.



Financial
Statements (See Item 8)



|Exhibit
    Numbers | Description                                                                                                                                                                
|------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                 | Articles
    of Incorporation, as amended (1)                                                                                                                              
|3.2                 | Amended
    By-laws( 1)                                                                                                                                                    
|10.1                | Joint
    Venture Agreement, as amended between General Automotive Company and SenCer, Inc.(1)                                                                             
|10.2                | Second
    Amended Technology License Agreement, between GreenCell, Incorporated and SenCer, Inc.(1)                                                                       
|10.3                | Employment
    Agreement – Dan Valladao (1)                                                                                                                                
|10.4                | Employment
    Agreement – David Burt(1)                                                                                                                                   
|10.5                | Consulting
    Agreement between GreenCell, Incorporated and Emerging Markets Consulting, LLC(1)                                                                           
|10.6                | Consulting
    Agreement between GreenCell, Incorporated and Byrd & Company LLC(1)                                                                                         
|10.7                | Lease
    Agreement(1)                                                                                                                                                     
|31.1                | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002          
|31.2                | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002          
|32.1                | Certificate of Chief Executive 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



1)      
Incorporated by reference to Registration Statement on Form S-1filed on May 27, 2010



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Table of Contents


SIGNATURES



In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





|GreenCell, Incorporated                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                  
|By:
    /s/Dan Valladao                                                                                                                           
|                                                                                                                                                  
|Title: President, Chief Executive
    Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director
|Date:   June 27, 2011                                                                                                                             







Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.





|By:
    /s/Dan Valladao                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                  
|Title: President, Chief Executive
    Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director
|Date:   June 27, 2011                                                                                                                             



|By:
    /s/David Burt                           
|------------------------------------------------
|                                                
|Title: Chief Technology Officer and
    Director
|Date: June 27, 2011                             



|By:
    /s/Sam Reeder
|---------------------
|                     
|Title: Director      
|Date: June 27, 2011  



44