UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



| | (Mark one)
| | ----------





xQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended September
30, 2012



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Transition Period From ____ to
____



Commission file number: 000-54568



GREEN BALLAST, INC.

(Exact name of registrant as specified
in its charter)



|Delaware
        (State or other jurisdiction of incorporation
        or organization)                          |  | 45-1629984
        (I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------
|                                                                                                                 |  |                                                        
|2620 Thousand Oaks Blvd., Suite 4000
        Memphis, Tennessee
        (Address of principal executive offices) |  | 38118
        (Zip Code)                               



(901) 260-4400

(Registrant's telephone number, including
area code)



Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.



|Yes x | No  ̈
|----- | ----



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 x | No  ̈
|----- | ----



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 “accelerated
filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one).



|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
|----- | ----



As of November 14, 2012, there were
 102,047,289 shares of common stock outstanding.











TABLE OF CONTENTS



|FORWARD-LOOKING STATEMENTS                                                                    | 1 
|--------------------------------------------------------------------------------------------- | --
|PART I                                                                                        |   
|FINANCIAL INFORMATION                                                                         | 2 
|Item 1.  Financial Statements                                                                 | 2 
|Item 2.  Management’s Discussion &  Analysis of Financial Condition and Results of Operations | 9 
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                           | 12
|Item 4.  Controls and Procedures                                                              | 12
|PART II                                                                                       |   
|OTHER INFORMATION                                                                             | 14
|Item 1.  Legal Proceedings                                                                    | 14
|Item 1A.  Risk Factors                                                                        | 14
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                          | 14
|Item 3.  Defaults Upon Senior Securities                                                      | 14
|Item 4.  Mine Safety Disclosures                                                              | 14
|Item 5.  Other Information                                                                    | 14
|Item 6.  Exhibits                                                                             | 15
|                                                                                              |   
|SIGNATURES                                                                                    | 16



i







FORWARD-LOOKING
STATEMENTS



This report contains ‘‘forward-looking
statements’’ within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking
statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking
statements because they contain words such as ‘‘believes,’’ ‘‘expects,’’ ‘‘may,’’
‘‘will,’’ ‘‘should,’’ ‘‘seeks,’’ ‘‘approximately,’’
‘‘intends,’’ ‘‘plans,’’ ‘‘estimates,’’ ‘‘projects,’’
‘‘continue,’’ ‘‘initiative’’ or ‘‘anticipates’’ or similar
expressions that concern our prospects, objectives, strategies, plans or intentions. All statements made relating to our operating
and growth strategies, product development, energy cost savings, customer relationships, sales strategies and future growth prospects
are forward-looking statements.



These forward-looking statements are subject
to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those expected.
We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions.
While we believe our assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it
is impossible to anticipate all factors that could affect our actual results. These factors include, but are not limited to: our
future financial performance, including our revenue, cost of revenue, operating expenses and ability to achieve and maintain profitability;
our ability to market, commercialize and achieve market acceptance for our daylight harvesting ballasts, wireless programmable
ballasts or any other product candidates or products that we may develop; our ability to innovate and keep pace with changes in
technology; the success of our marketing and business development efforts; our ability to maintain, protect and enhance our intellectual
property; the effects of increased competition in our market; our ability to effectively manage our growth and successfully enter
new markets; and the attraction and retention of qualified employees and key personnel.



All subsequent written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly
update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise
required by law.



1







PART
I
FINANCIAL INFORMATION



Item 1.Financial
Statements



GREEN BALLAST, INC.

(A Development Stage Enterprise)

Condensed Balance Sheets

(Unaudited)



|                                                                                                                                                                                          |  | September 30, |            |   | December 31, | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------ | 
|                                                                                                                                                                                          |  | 2012          |            |   | 2011         | 
|Assets                                                                                                                                                                                    |  |               |            |   |              | 
|Current assets:                                                                                                                                                                           |  |               |            |   |              | 
|Cash and cash equivalents                                                                                                                                                                 |  | $             | 62,627     |   |              | 
|Trade accounts receivable, net                                                                                                                                                            |  |               | 101,696    |   |              | 
|Inventories                                                                                                                                                                               |  |               | 874,672    |   |              | 
|Contract costs in excess of billings                                                                                                                                                      |  |               | 141,309    |   |              | 
|Prepaid expenses and other                                                                                                                                                                |  |               | 24,013     |   |              | 
|Total current assets                                                                                                                                                                      |  |               | 1,204,317  |   |              | 
|Equipment and software, net                                                                                                                                                               |  |               | 32,047     |   |              | 
|Intangible assets, net                                                                                                                                                                    |  |               | 1,667,861  |   |              | 
|Other assets                                                                                                                                                                              |  |               | 4,450      |   |              | 
|Total assets                                                                                                                                                                              |  | $             | 2,908,675  |   |              | 
|Liabilities, Temporary Equity, and Permanent Deficit                                                                                                                                      |  |               |            |   |              | 
|Current liabilities:                                                                                                                                                                      |  |               |            |   |              | 
|Current maturities of debt                                                                                                                                                                |  | $             | 3,083,653  |   |              | 
|Accounts payable and accrued expenses                                                                                                                                                     |  |               | 1,366,895  |   |              | 
|Dividends payable                                                                                                                                                                         |  |               | 63,421     |   |              | 
|Total current liabilities                                                                                                                                                                 |  |               | 4,513,969  |   |              | 
|Long term debt                                                                                                                                                                            |  |               | —          |   |              | 
|Total liabilities                                                                                                                                                                         |  |               | 4,513,969  |   |              | 
|Temporary equity:                                                                                                                                                                         |  |               |            |   |              | 
|Redeemable preferred stock, $1.00 par value:                                                                                                                                              |  |               |            |   |              | 
|Authorized 5,000,000 shares:                                                                                                                                                              |  |               |            |   |              | 
|3,000,000 shares designated as Series A; issued and outstanding 1,400,000 shares and 1,200,00 shares at September 30, 2012 and December 31, 2011, respectively                            |  |               | 1,400,000  |   |              | 
|Permanent deficit:                                                                                                                                                                        |  |               |            |   |              | 
|Common stock, $0.0001 par value. Authorized 245,000,000 shares; issued and outstanding 102,849,289 shares and 96,450,400 shares at September 30, 2012 and December 31, 2011, respectively |  |               | 4,534      |   |              | 
|Additional paid-in capital                                                                                                                                                                |  |               | 4,795,160  |   |              | 
|Deficit accumulated during the development stage                                                                                                                                          |  |               | (7,804,988 | ) |              | 
|Total permanent deficit                                                                                                                                                                   |  |               | (3,005,294 | ) |              | 
|Total liabilities, temporary equity, and permanent deficit                                                                                                                                |  | $             | 2,908,675  |   |              | 



See accompanying notes to condensed unaudited financial statements.



2







GREEN BALLAST, INC.

(A Development Stage Enterprise)

Condensed Statements of Operations

(Unaudited)



|                                              |  |               |             |   |               |  |            |               |  |  | For the period |   |  | For the period |           
|--------------------------------------------- |  | ------------- | ----------- | - | ------------- |  | ---------- | ------------- |  |  | -------------- | - |  | -------------- | ----------
|                                              |  |               |             |   |               |  |            |               |  |  | from April 13, |   |  | from April 13, |           
|                                              |  | For the three |             |   | For the nine  |  |            | For the three |  |  | 2011           |   |  | 2011           |           
|                                              |  | months ended  |             |   | months ended  |  |            | months ended  |  |  | (inception) to |   |  | (inception) to |           
|                                              |  | September 30, |             |   | September 30, |  |            | September 30, |  |  | September 30,  |   |  | September 30,  |           
|                                              |  | 2012          |             |   | 2012          |  |            | 2011          |  |  | 2011           |   |  | 2012           |           
|Net sales                                     |  | $             | 88,667      |   |               |  | 176,018    |               |  |  | 135,995        |   |  |                | 146,336   
|Cost of sales                                 |  |               | 63,171      |   |               |  | 108,083    |               |  |  | 132,675        |   |  |                | 139,439   
|Gross profit                                  |  |               | 25,496      |   |               |  | 67,935     |               |  |  | 3,320          |   |  |                | 6,897     
|Selling, general, and administrative expenses |  |               | 1,072,608   |   |               |  | 3,819,146  |               |  |  | 1,002,760      |   |  |                | 1,852,529 
|Loss from operations                          |  |               | (1,047,112  | ) |               |  | (3,751,211 | )             |  |  | (999,440       | ) |  |                | (1,845,632
|Interest expense, net                         |  |               | (180,263    | ) |               |  | (572,599   | )             |  |  | (163,076       | ) |  |                | (302,100  
|Net loss                                      |  | $             | (1,227,375  | ) |               |  | (4,323,810 | )             |  |  | (1,162,516     | ) |  |                | (2,147,732
|Net loss per share – Basic and diluted        |  | $             | (0.01       | ) |               |  | (0.04      | )             |  |  | (0.01          | ) |  |                | (0.02     
|Weighted average common shares outstanding:   |  |               |             |   |               |  |            |               |  |  |                |   |  |                |           
|Basic and diluted                             |  |               | 102,367,289 |   |               |  | 99,709,462 |               |  |  | 92,000,000     |   |  |                | 92,000,000



See accompanying notes to condensed unaudited financial statements.



3







GREEN BALLAST, INC.

(A Development Stage Enterprise)

Condensed Statement of Stockholders’
Deficit

For the period from April 13, 2011 (inception)
to September 30, 2012

(Unaudited)



|                                                            |  | Permanent deficit |             |  | Temporary equity |  
|----------------------------------------------------------- |  | ----------------- | ----------- |  | ---------------- | -
|                                                            |  |                   |             |  |                  |  
|                                                            |  |                   |             |  |                  |  
|                                                            |  |                   |             |  |                  |  
|                                                            |  | Common stock      |             |  | Additional       |  
|                                                            |  | Shares            |             |  | Amount           |  
|Initial capitalization                                      |  |                   | 32,500,000  |  |                  | $
|Issuance of warrants in connection with Gemini note         |  |                   | —           |  |                  |  
|Stock awards to an advisor and consultants                  |  |                   | 3,350,000   |  |                  |  
|Restricted stock awards to employees                        |  |                   | 56,150,000  |  |                  |  
|Issuance of common stock                                    |  |                   | 4,450,400   |  |                  |  
|Adjustment to redemption value                              |  |                   | —           |  |                  |  
|Dividends declared                                          |  |                   | —           |  |                  |  
|Net loss                                                    |  |                   | —           |  |                  |  
|Balance, December 31, 2011                                  |  |                   | 96,450,400  |  |                  |  
|Senior debt converted into preferred stock                  |  |                   | —           |  |                  |  
|Senior debt converted into common stock                     |  |                   | 888,889     |  |                  |  
|Stock compensation for stock awards to consultants          |  |                   | —           |  |                  |  
|Stock compensation for restricted stock awards to employees |  |                   | —           |  |                  |  
|Issuance of common stock                                    |  |                   | 5,510,000   |  |                  |  
|Dividends declared                                          |  |                   | —           |  |                  |  
|Net loss                                                    |  |                   | —           |  |                  |  
|Balance, September 30, 2012                                 |  |                   | 102,849,289 |  |                  | $



See accompanying notes to condensed unaudited financial statements.



4







GREEN BALLAST, INC.

(A Development Stage Enterprise)

Condensed Statement of Cash Flows

(Unaudited)



|                                                                            |  |               |            |   | For the period |  |            | For the period | 
|--------------------------------------------------------------------------- |  | ------------- | ---------- | - | -------------- |  | ---------- | -------------- | 
|                                                                            |  |               |            |   | from April 13, |  |            | from April 13, | 
|                                                                            |  | For the nine  |            |   | 2011           |  |            | 2011           | 
|                                                                            |  | months ended  |            |   | (inception) to |  |            | (inception) to | 
|                                                                            |  | September 30, |            |   | September 30,  |  |            | September 30,  | 
|                                                                            |  | 2012          |            |   | 2011           |  |            | 2012           | 
|Cash flows from operating activities:                                       |  |               |            |   |                |  |            |                | 
|Net loss                                                                    |  | $             | (4,323,810 | ) |                |  | (2,147,732 | )              | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |               |            |   |                |  |            |                | 
|Amortization of intangibles                                                 |  |               | 95,004     |   |                |  | 58,058     |                | 
|Depreciation of equipment and software                                      |  |               | 23,868     |   |                |  | —          |                | 
|Amortization of debt discounts                                              |  |               | 364,399    |   |                |  | 175,660    |                | 
|Stock awards to outside advisor and consultants                             |  |               | 19,149     |   |                |  | 79,980     |                | 
|Stock-based compensation expense                                            |  |               | 796,479    |   |                |  | 564,554    |                | 
|Changes in operating assets and liabilities:                                |  |               |            |   |                |  |            |                | 
|Trade accounts receivable                                                   |  |               | (80,311    | ) |                |  | (126,242   | )              | 
|Inventories                                                                 |  |               | (366,035   | ) |                |  | 65,243     |                | 
|Contract costs in excess of billings                                        |  |               | (141,309   | ) |                |  | —          |                | 
|Other assets                                                                |  |               | 247,030    |   |                |  | (13,857    | )              | 
|Accounts payable and accrued expenses                                       |  |               | 1,114,822  |   |                |  | 94,189     |                | 
|Net cash used in operating activities                                       |  |               | (2,250,714 | ) |                |  | (1,250,147 | )              | 
|Cash flows from investing activities:                                       |  |               |            |   |                |  |            |                | 
|Acquisition of intellectual property                                        |  |               | —          |   |                |  | (400,000   | )              | 
|Purchase of equipment and software                                          |  |               | (16,024    | ) |                |  | (18,970    | )              | 
|Net cash used in investing activities                                       |  |               | (16,024    | ) |                |  | (418,970   | )              | 
|Cash flows from financing activities:                                       |  |               |            |   |                |  |            |                | 
|Proceeds from issuance of short-term debt                                   |  |               | 150,000    |   |                |  | —          |                | 
|Proceeds from issuance of long-term debt                                    |  |               | —          |   |                |  | 1,073,478  |                | 
|Proceeds from issuance of common stock                                      |  |               | 1,377,000  |   |                |  | 1,705,772  |                | 
|Proceeds from issuance of preferred stock                                   |  |               | —          |   |                |  | 502,552    |                | 
|Payment of stock issuance costs                                             |  |               | —          |   |                |  | (58,778    | )              | 
|Payment of dividends                                                        |  |               | (24,000    | ) |                |  | (36,000    | )              | 
|Net cash provided by financing activities                                   |  |               | 1,503,000  |   |                |  | 3,187,024  |                | 
|(Decrease) increase in cash and cash equivalents                            |  |               | (763,738   | ) |                |  | 1,517,907  |                | 
|Cash and cash equivalents, beginning of period                              |  |               | 826,365    |   |                |  | —          |                | 
|Cash and cash equivalents, end of period                                    |  | $             | 62,627     |   |                |  | 1,517,907  |                | 



See accompanying notes to condensed unaudited financial statements.



5









GREEN BALLAST, INC.

(A Development Stage Enterprise)

Notes to Condensed Unaudited Financial Statements

September 30, 2012



| | (1) | Description of Business
| | --- | -----------------------



Green Ballast, Inc. (the Company) was incorporated
in the State of Delaware on April 13, 2011. The Company is headquartered in Memphis, Tennessee. The Company develops, markets,
and distributes daylight harvesting and programmable ballasts for fluorescent fixtures, which incorporates energy efficient technology.



On April 15, 2011, the Company was capitalized with
$3,000,000 contributed by Green Ballast LLC (GBL), which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts.In exchange, 32,500,000 shares of common stock, 1,200,000 shares of redeemable Series A preferred stock, and a convertible promissory
note in the principal amount of $1,800,000 (GBL Note) were issued by the Company.



The proceeds from the capitalization were used to purchase
certain assets, including intellectual property, from Gemini Master Fund, Ltd. (Gemini) for a purchase price of $2,200,000, pursuant
to an asset purchase agreement. The consideration paid consisted of $400,000 in cash, and the issuance of a convertible promissory
note in the principal amount of $1,800,000 (Gemini Note) and warrants to purchase up to 5,000,000 shares of common stock.



| | (2) | Summary of Significant Accouting Policies
| | --- | -----------------------------------------



| | (a) | Basis of Presentation
| | --- | ---------------------



The accompanying condensed unaudited financial statements
of the Company have not been audited and have been prepared by management in accordance with accounting principles generally accepted
in the United States of America.



In the opinion of management, these condensed unaudited
financial statements reflect all of the normal and recurring adjustments necessary to present fairly the financial position at
September 30, 2012 and December 31, 2011, the results of operations for the three and nine months ended September 30, 2012, the
three months ended September 30, 2011 and for the period from inception of April 13, 2011 to September 30, 2011 and April 13,
2011 to September 30, 2012, and the cash flows for nine months ended September 30, 2012 and for the period from inception of April
13, 2011 to September 30, 2011 and April 13, 2011 to September 30, 2012, and the statement of stockholders’ deficit
for the period from inception of April 13, 2011 to September 30, 2012.



Certain information, accounting policies, and footnote
disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles
have been condensed or omitted in this Form 10-Q pursuant to certain rules and regulations of the Securities and Exchange Commission.
These condensed unaudited financial statements should be read in conjunction with the audited financial statements and notes included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for interim periods
are not necessarily indicative of the results to be expected for the full year.



(Continued)



6







GREEN BALLAST, INC.

(A Development Stage Enterprise)

Notes to Condensed Unaudited Financial Statements

September 30, 2012



The condensed unaudited financial statements have been
prepared under Financial Accounting Standards Board Accounting Standards Codification 915, Development Stage Entities. A
development stage enterprise is one in which planned principal operations have not commenced, or if its operations have commenced,
there have been no significant revenues therefrom. As of September 30, 2012, the Company is a development stage enterprise
since the Company has not generated significant revenue from the sale of its products from its inception on April 13, 2011 through
September 30, 2012. The Company has principally been devoted to developing the next generation of ballasts, raising product awareness,
and raising capital.



| | (b) | Revenue Recognition
| | --- | -------------------



The Company recognizes revenue when products are shipped
and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence
of an arrangement exists, and the sales price is fixed or determinable. Shipping and other transportation costs charged to buyers
are recorded in both sales and costs of sales.



Short-term construction-type contracts are accounted
for under the completed-contract method. Revenues under the completed-contract method are recognized upon substantial completion
which includes acceptance by the customer. Costs incurred by the Company for contracts accounted for under the completed-contract
method are capitalized as costs in excess of billings and are charged to cost of goods sold in the period that the related revenue
is recognized.



| | (3) | Going Concern
| | --- | -------------



The Company is in the development stage, has a working
capital deficit and stockholders’ deficit of $3,309,652 and $3,005,294, respectively, as of September 30, 2012, and has used
$4,504,943 of cash in operations from inception. The Company has sustained operating losses since its inception. As a developmental
stage enterprise, the Company is still in the process of developing and sufficiently executing its business plan to sustain financial
viability. As a result, the Company may not have sufficient liquidity to meet its debt service requirements or to satisfy other
financial obligations as they come due over the next 12 months. These issues raise substantial doubt about the Company’s
ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on its
ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going concern.



Management believes that actions presently being taken
to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
However there can be no assurance that such additional funding will occur or that the Company can implement its strategic plans.



| | (4) | Common Stock Issuances
| | --- | ----------------------



In July 2011, the Company circulated a private placement
memorandum to offer 12 million shares of its common stock. The shares of common stock were offered at $0.25 per share. As of December
31, 2011, the Company had received subscriptions and issued 4,450,400 shares for proceeds totaling $1,112,600, before offering
costs.



7







GREEN BALLAST, INC.

(A Development Stage Enterprise)

Notes to Condensed Unaudited Financial Statements

September 30, 2012



During the first nine months of 2012, the Company received
subscriptions and issued 5,510,000 shares of common stock for proceeds totaling $1,377,000.



| | (5) | Debt Transactions
| | --- | -----------------



In April 2012, Gemini converted an aggregate of $200,000
of its $1.8 million convertible debt into common stock of the Company. As a result of the conversion, the Company’s indebtedness
to Gemini under its existing promissory note was reduced by $200,000. In addition, the GBL note was automatically converted into
shares of redeemable Series A preferred stock on the basis of one share for every $1.00 that the outstanding principal amount of
the Gemini note is reduced. The remaining principal outstanding under each of these previously issued Gemini and GBL promissory
notes is $1.6 million each.



In April 2012, the Company borrowed $75,000 from each
of the Company’s affiliates, Gemini and GBL, for a total borrowing of $150,000. The loans bear interest at 12% per annum,
mature on October 16, 2012, and are secured by all of the Company’s assets.



During October 2012, the loans from Gemini and GBL
totaling $150,000 were retired upon maturity.



8







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



You should read the
following discussion of our results of operations and financial condition with the financial statements and related notes included
elsewhere in this quarterly report on Form 10-Q. This discussion contains forward-looking statements. Actual results may differ
materially from those contained in any forward-looking statements.



Overview



Green Ballast, Inc. (“we”, “us”,
“our”, the “Company”) is an innovator, developer and marketer of energy-efficient electronic ballasts for
fluorescent fixtures in the commercial lighting industry. We have two product lines at different stages of production, a daylight
harvesting ballast and a wireless programmable ballast, which is currently in development. Our daylight harvesting ballasts and
wireless programmable ballasts conserve energy and can greatly reduce the energy costs of operating commercial buildings. With
rising utility rates, dwindling natural resources, an inadequate national power grid and regulatory mandates to conserve energy,
we believe our products are positioned to take advantage of this market opportunity.



We were incorporated on April 13, 2011 and
commenced operations on April 15, 2011. We were capitalized on April 15, 2011 with $3,000,000 contributed by Green Ballast LLC,
or GBL, which consisted of $2,532,000 in cash and $468,000 in inventory of ballasts. In exchange, we issued to GBL 32,500,000 shares
of our common stock, 1,200,000 shares of our redeemable Series A preferred stock and a convertible secured promissory note in the
principal amount of $1,800,000. The promissory note issued to GBL is mandatorily convertible into shares of our redeemable Series
A preferred stock to the extent the principal balance under the promissory note issued to Gemini Master Fund, Ltd., described below,
is reduced.



We acquired the patented technology underlying
our products from Gemini Master Fund, Ltd., or Gemini, on April 15, 2011, for a purchase price of $2,200,000, consisting of $400,000
in cash and a convertible secured promissory note in the principal amount of $1,800,000. The intellectual property acquired was
recorded for $1,800,906 which is based on the fair value of consideration given. The promissory note issued to Gemini is convertible
into shares of our common stock. We also issued warrants to Gemini to purchase up to 5,000,000 shares of our common stock.



Critical Accounting Policies and Estimates



The preparation of our financial statements
requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, the disclosure of
contingent liabilities and the reported amounts of revenues and expenses. Our estimates are based on assumptions we believe are
reasonable under the circumstances. We will evaluate our estimates on an ongoing basis and make changes as experience develops
or as we become aware of new information. Actual results may differ from these estimates.



We believe the following critical accounting
policies affect our more significant judgments and estimates used in the preparation of our financial statements.



Revenues



We recognize revenue
when all of the following conditions exist: (i) persuasive evidence of an arrangement between us and our customer, (ii) delivery
has occurred, (iii) the revenue amount is determinable, and (iv) collection is reasonably assured. Valuation allowances are
established for estimated returns, allowances, and discounts at the time revenue is recognized. Short-term construction-type contracts
are accounted for under the completed-contract method. Revenues under the completed-contract method are recognized upon substantial
completion which includes acceptance by the customer. Costs incurred by the Company for contracts accounted for under the completed-contract
method are capitalized as costs in excess of billings and are charged to cost of goods sold in the period that the related revenue
is recognized.



9







Product Warranties



We provide a limited warranty covering defective
materials and workmanship. We generally provide for a 5-year warranty on our products. In the event a claim is made by a customer
on a warranty, we will replace the product and reimburse the purchaser $10.00 per ballast to defray any installation costs. We
accrue estimated warranty costs at the time products are sold.



Income Taxes



Our financial statements include an estimate
of income taxes assessed for any legal jurisdiction in which we operate. These income taxes include both a current amount, as well
as a deferred portion which results from a variety of temporary book versus tax treatment differences, including net operating
loss carry forwards. These differences result in deferred tax assets and liabilities, which are included in the consolidated balance
sheet. Once established, any deferred tax asset must be evaluated to determine whether it is more likely than not that the future
tax benefits will be realized, including the likelihood that we will generate sufficient future taxable income to utilize the full
amount. When facts and circumstances warrant, we will establish, increase or reduce valuation allowances associated with deferred
tax assets in order to reflect which assets meet the more-likely-than-not realizability test. Based on the cumulative losses and
lack of operating history, we have recorded a valuation allowance against our net deferred tax assets as we believe that it is
more likely than not that these deferred tax assets will not be realized.



Impairment of Long-Lived Assets



We account for long-lived assets in accordance
with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 350, Intangibles –
Goodwill and Other (ASC 350). We periodically evaluate long-lived assets for indicators that would suggest that the carrying
amount of the assets may not be recoverable. The judgments regarding the existence of such indicators are based on factors such
as operating performance, market conditions, and legal factors. The valuation of long-lived assets requires the use of judgment
in evaluating these indicators.



In accordance with ASC 350, long-lived assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair
value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the
carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group
classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.
Our long-lived assets consist primarily of a patent which has a definite life.



Results of Operations



Since our inception on April 13, 2011,
we have focused our efforts on building our business operations and making further refinements and developments to our
technology. We have not generated any significant revenues and have used cash realized from our initial capitalization,
borrowings and from our recent private offerings to fund our operating expenses. For the nine months ended September 30,
2012, we generated   a net loss of $4,323,810. During this period, our net sales were
$176,018, cost of sales were $108,083 and our gross profit was $67,935. Our net sales continue to be negatively impacted by
our decision to modify our sales strategy to focus on original equipment manufacturers and energy service companies. We
determined that these customers present us with greater potential for long-term growth and product sales as these customers
are more likely to jointly market our products to the customer. As a result of our shift in strategy, it will take more time
to penetrate these markets and generate product sales. We have been encouraged by our progress during the fourth quarter of
2012.



10







Our selling, general and administrative
expenses were $3,819,146, resulting in our operating loss of $3,751,211. These expenses included $815,628 of compensation expense
related to our restricted stock awards to employees and consultants, $659,170 of product development expenses, $116,362 of employee
benefits and taxes, $118,872 of amortization of intangibles and depreciation expenses, and $2,109,114 of general and administrative
expenses. At September 30, 2012, we had approximately $904,681 of total unrecognized compensation costs related to stock awards
granted under our Restricted Stock Plan. We recognize a portion of these costs ratably over a service period of between 10-35 months.
We expect to begin generating meaningful revenue from product sales in the 4th quarter of 2012. However, we expect to
continue generating net losses through 2012. Our ability to become profitable depends on our success in generating sufficient revenue
from sales of our products to pay our ongoing expenses.



For the three months ended September
30, 2012, we generated a net loss of $1,227,375. During this period, our net sales
were $88,667, cost of sales were $63,171 and our gross profit was $25,496. Our net sales continue to be negatively impacted
by our decision to modify our sales strategy to focus on original equipment manufacturers and energy service companies.
During the third quarter of 2012, the Company entered into contracts to perform lighting retrofits for various schools in
Shelby County, Tennessee. These retrofits included installing the Company’s lighting ballast as well as lighting
ballast produced by other manufacturers. The Company completed lighting retrofits on two schools during the third quarter and
recognized revenue totaling $65,780. The gross margin earned on these lighting retrofits is less than the gross margin the
Company earns selling lighting ballast to original equipment manufacturers and others. The Company anticipates completing
lighting retrofits on an additional ten schools during the fourth quarter of 2012.



For the three months ended September 30,
2012, our selling, general and administrative expenses were $1,072,608 resulting in our operating loss of $1,047,112. These expenses
included $164,064 of compensation expense related to our restricted stock awards to employees and consultants, $181,943of product
development expenses, $36,732 of employee benefits and taxes, $40,107 of amortization of intangibles and depreciation expenses,
and $649,762 of general and administrative expenses.



For the three months ended September
30, 2011, we generated a net loss of $1,162,516. During this period, our net sales were
$135,995, cost of sales were $132,675 and our gross profit was $3,320.



For the three months ended September 30,
2011, our selling, general and administrative expenses were $1,002,760 resulting in our operating loss of $999,440. These expenses
included $617,432 of compensation expense related to our restricted stock awards to employees and consultants, $100,113 of product
development expenses, $25,098 of employee benefits and taxes, $58,058 of amortization of intangibles and depreciation expenses,
and $202,059 of general and administrative expenses.



Liquidity and Capital Resources



As of September 30, 2012, we had cash and
cash equivalents of $62,627 and working capital deficit of $3,309,652. Since our inception, we have financed operations through
issuance of debt and sales of equity securities. For the nine months ended September 30, 2012, we used $2,250,714 of cash for operations.
Net cash provided by financing activities totaled $1,503,000 during the nine months ended September 30, 2012. We generated this
net cash from proceeds received from sales of our common stock and short term debt financing.



During February 2012, we conducted a private
placement of our common stock to accredited investors resulting in the issuance of 1,468,000 shares of common stock, for gross
cash proceeds of $367,000. The purchase price for each share was $0.25. During the second quarter of 2012, we conducted a subsequent
private placement of our common stock to accredited investors resulting in the issuance of 3,120,000 shares of common stock, for
gross cash proceeds of $780,000. The purchase price for each share was $0.25. For the three months ending September 30, 2012 we
issued 922,000 shares of common stock, for gross cash proceeds of $230,000.



Management has estimated that our cash on
hand as of September 30, 2012 and cash we expect to generate from product sales and capital raising efforts and cash we will save
through implementation of cost reduction measures are sufficient to sustain our operations for at least the next 12 months.Our fixed charges for the next twelve months are interest expense of $256,000 and dividend payments on our redeemable preferred
stock of $112,000. Our management recognizes that we must significantly increase our product sales or obtain additional capital
from other sources in order to achieve profitable operations and fund our cash requirements. We may obtain that capital through
additional sales of our common stock or through debt funding. We continue to engage in efforts to raise additional capital through
a private placement of equity or through institutional lenders that specialize in financing early stage companies. However, no
assurances can be given that additional capital, when needed, will be available or acquired upon terms acceptable to us.



11







Due to the uncertainty
in our ability to successfully raise additional capital to fund our business, and because we will continue to incur operating losses
in the foreseeable future, these events raise substantial doubt about our ability to continue as a going concern. We believe that
we have developed a viable plan to raise the necessary capital and implement our business strategy. We have engaged a merchant
banking firm to assist us in raising up to $10,000,000 in equity financing and a $1,000,000 bridge loan to support our operations
during the interim. As of November 9, 2012 $400,000 of the bridge loan has been funded. In addition, our marketing strategy has
resulted in our entering into contracts with customers which will generate approximately $1,000,000 of revenue to us. However,
we will realize that revenue over time, and it will not be sufficient to fund our ongoing operations without additional capital.
There can be no assurance that the merchant banking firm will be successful in assisting us in raising additional capital or that
any capital raise will be sufficient to fund our operations or be available or acquired upon terms acceptable to us.



Off-Balance Sheet Arrangements



As of September 30, 2012, we had no off-balance
sheet arrangements that have, or are reasonably likely to have a current or future effect on our financial conditions, results
of operations, liquidity, capital expenditures or capital resources.



Recent Developments



In order to bolster our working capital,
on April 16, 2012, we borrowed $75,000 from each of our affiliates, Gemini Master Fund, Ltd. (“Gemini”) and Green Ballast
LLC (“GBL”), for a total borrowing of $150,000. The loans bear interest at 12% per annum are secured by all of our
assets and were scheduled to mature on July 16, 2012. They contain covenants which prohibit us from incurring additional debt,
creating any liens and making unscheduled payments under existing debt. On July 16, 2012 we amended the loans and extended the
maturity date to October 16, 2012. The loans were paid in full on October 16, 2012.



In order to bolster our working capital,
on October 16, 2012 and November 5, 2012, we entered into Purchase Agreements with certain accredited investors pursuant to which
we issued (i) two 8% Mandatorily Convertible Notes in the aggregate principal amount of $400,000, and (ii) an aggregate of 400,000
shares of our common stock, $0.0001 par value per share, to the Investors, for aggregate proceeds of $400,000. As a condition to
closing the above transaction, certain officers, former officers and affiliates agreed to surrender an aggregate of 1,000,000 shares
of our common stock. We also pledged to use commercially reasonable efforts to effect a recapitalization of our common stock.



As a result of the above transaction, the
exercise price of warrants issued to Gemini for an aggregate of 5,000,000 shares of our common stock was reduced to $0.25 per share.



Item 3.Quantitative
and Qualitative Disclosures About Market Risk



Not required for smaller reporting companies.



Item 4.Controls
and Procedures



Disclosure Controls and Procedures



Under the supervision and with the participation
of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of its disclosure controls and procedures (as such term is defined in Rules 13a-15(a) and 15d-15(e)
under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective
as of such date. The Company’s disclosure controls and procedures are designed to ensure that information required to be
disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is
accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.



12







Internal Control Over Financial Reporting



There has been no change in the Company’s
internal control over financial reporting during the quarter ended September 30, 2012, that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting.



13







PART
II
OTHER INFORMATION



Item 1.Legal
Proceedings



We are not aware of any legal proceedings
ongoing, pending, or threatened, which are expected to have a material adverse effect on our business or financial condition.



Item
1A.Risk Factors



Not required for smaller reporting companies.



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



Between January 1, 2012 and September 30,
2012 , we issued 5,510,000 shares of our common stock for $0.25 per share (for an aggregate offering price of $1,377,000) to accredited
investors in connection with a private offering. The offers, sales and issuances of the securities described above were deemed
to be exempt from registration under the Securities Act of 1933 in reliance on Rule 506 of Regulation D, in that the issuance of
securities to the accredited investors did not involve a public
offering, and on Section 4(2) of the Securities Act. The recipient of securities in each of these issuances acquired the securities
for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were
affixed to the securities issued in these transactions.



Item 3.Defaults
Upon Senior Securities



None.



Item 4.Mine
Safety Disclosures



Not applicable.



Item 5.Other
Information



None.



14







Item 6.Exhibits



|Exhibit No.  |  | Description                                                                                                                                                                                                                               
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 10.1 |  | Amendment No. 1, dated July 16, 2012, to Green Ballast, Inc., 12% Senior Secured Note, issued to Green Ballast, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 20, 2012)        
|Exhibit 10.2 |  | Amendment No. 1, dated July 16, 2012, to Green Ballast, Inc., 12% Senior Secured Note, issued to Gemini Masters Fund, Ltd., (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 20, 2012)
|Exhibit 31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *                                                                                                                                      
|Exhibit 31.2 |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *                                                                                                                                      
|Exhibit 32.1 |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *                                                                                                                                      
|Exhibit 32.2 |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *                                                                                                                                      
|101.INS      |  | XBRL Instance Document **                                                                                                                                                                                                                 
|101.SCH      |  | XBRL Taxonomy Extension Schema Document **                                                                                                                                                                                                
|101.CAL      |  | XBRL Taxonomy Extension Calculation Linkbase Document **                                                                                                                                                                                  
|101.DEF      |  | XBRL Taxonomy Extension Definition Linkbase Document **                                                                                                                                                                                   
|101.LAB      |  | XBRL Taxonomy Extension Label Linkbase Document **                                                                                                                                                                                        
|101.PRE      |  | XBRL Taxonomy Extension Presentation Linkbase Document **                                                                                                                                                                                 








|*  | Filed herewith.          
|-- | -------------------------
|** | To be filed by amendment.



15







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Date: November 14, 2012



| | Green Ballast, Inc.
| | -------------------
| |                    
| | By:                
| |                    
| |                    
| |                    
| | By:                
| |                    
| |                    



16