SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)

xQUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period
ended September 30, 2012



OR



 ̈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 000-54424



GREENPOWER INTERNATIONAL GROUP LIMITED

(Exact name of registrant as specified in
its charter)



|Delaware                        |  | 45-1877342                          
|------------------------------- |  | ------------------------------------
|(State or other jurisdiction of |  | (I.R.S. Employer Identification No.)
|incorporation or organization)  |  |                                     



1808 Aston Avenue, Suite 265

Carlsbad, California 92008

(Address of principal executive offices)
(zip code)



760-929-9955

(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.

x Yes  ̈
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 "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.





|Large Accelerated filer  ̈                   | Accelerated filer           ̈   
|------------------------------------------- | -------------------------------
|Non-accelerated filer  ̈                     | Smaller reporting company     x
|(do not check if smaller reporting company) |                                



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

Indicate the number of shares outstanding
of each of the registrant's classes of common stock as of the latest practicable date.



|Class                           | Outstanding at November 1, 2012
|------------------------------- | -------------------------------
|Common Stock, par value $0.0001 | 21,000,000 shares              



|Documents incorporated by reference: | None
|------------------------------------ | ----













GREENPOWER INTERNATIONAL GROUP LTD.



Form 10-Q

For the Quarter Ended September 30,
2012














TABLE OF CONTENTS














|                                                                                              |  | Page
|--------------------------------------------------------------------------------------------- |  | ----
|PART I – FINANCIAL INFORMATION                                                                |  | 3   
|                                                                                              |  |     
|Item 1. Financial Statements (Unaudited)                                                      |  | 3   
|                                                                                              |  |     
|Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 19  
|                                                                                              |  |     
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 23  
|                                                                                              |  |     
|Item 4. Controls and Procedures                                                               |  | 23  
|                                                                                              |  |     
|PART II – OTHER INFORMATION                                                                   |  | 24  
|                                                                                              |  |     
|Item 1. Legal Proceedings                                                                     |  | 24  
|                                                                                              |  |     
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 24  
|                                                                                              |  |     
|Item 3. Defaults Upon Senior Securities                                                       |  | 27  
|                                                                                              |  |     
|Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 27  
|                                                                                              |  |     
|Item 5. Other Information                                                                     |  | 27  
|                                                                                              |  |     
|Item 6. Exhibits                                                                              |  | 27  
|                                                                                              |  |     
|Signatures                                                                                    |  | 28  





2







PART I



ITEM 1. FINANCIAL STATEMENTS



Greenpower
International Group Limited AND SUBSIDIARy



CONSOLIDATED FINANCIAL STATEMENTS



September 30, 2012 and 2011



3







index
to CONSOLIDATED financial statements
(Unaudited)



|                                                                                                                                       | Page
|-------------------------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                                       |     
|Condensed Consolidated Balance Sheets at September 30, 2012 and December 31, 2011                                                      | 5   
|                                                                                                                                       |     
|Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2012 and 2011 | 6   
|                                                                                                                                       |     
|Condensed Consolidated Statements of Changes in Stockholders’ Equity                                                                   | 7   
|                                                                                                                                       |     
|Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011                                  | 8   
|                                                                                                                                       |     
|Notes to Condensed Consolidated Financial Statements                                                                                   | 9-18



4









Greenpower
International Group Limited AND SUBSIDIARy

CONDENSED CONSOLIDATED
BALANCE SHEETS





|                                                                                                                                        |  | September 30, |            |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------ | -
|                                                                                                                                        |  | 2012          |            |   | 2011         |  
|                                                                                                                                        |  | (Unaudited)   |            |   |              |  
|ASSETS                                                                                                                                  |  |               |            |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Cash                                                                                                                                    |  | $             | 12,977     |   |              | $
|Accounts receivable, net                                                                                                                |  |               | 137,546    |   |              |  
|Net investment in direct financing leases – current, net of unearned income                                                             |  |               | 33,074     |   |              |  
|Advances to related parties                                                                                                             |  |               | 55,820     |   |              |  
|Prepaid expense                                                                                                                         |  |               | 39,449     |   |              |  
|Inventory, net                                                                                                                          |  |               | 334,501    |   |              |  
|Other receivable                                                                                                                        |  |               | 94,007     |   |              |  
|Total current assets                                                                                                                    |  |               | 707,374    |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Deposits                                                                                                                                |  |               | 75,380     |   |              |  
|Net investment in direct financing leases – noncurrent, net of unearned income                                                          |  |               | 384,226    |   |              |  
|Advances to supplier                                                                                                                    |  |               | 1,591,140  |   |              |  
|Equipment, net                                                                                                                          |  |               | 341,555    |   |              |  
|Total noncurrent assets                                                                                                                 |  |               | 2,392,301  |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Total Assets                                                                                                                            |  | $             | 3,099,675  |   |              | $
|                                                                                                                                        |  |               |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                    |  |               |            |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Accounts payable                                                                                                                        |  | $             | 606,278    |   |              | $
|Accrued liabilities                                                                                                                     |  |               | 158,369    |   |              |  
|Receipt in advance                                                                                                                      |  |               | 173,080    |   |              |  
|Short term borrowings                                                                                                                   |  |               | 520,243    |   |              |  
|Notes payable to related parties                                                                                                        |  |               | 476,547    |   |              |  
|Taxes payable                                                                                                                           |  |               | 16,710     |   |              |  
|Other payable                                                                                                                           |  |               | 35,307     |   |              |  
|Total current liabilities                                                                                                               |  |               | 1,986,534  |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Deposits from franchisees                                                                                                               |  |               | 38,188     |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Total Liabilities                                                                                                                       |  |               | 2,024,722  |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Stockholders' Equity                                                                                                                    |  |               |            |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none                                                                  |  |               | -          |   |              |  
|Common stock, $0.0001 par value, 500,000,000 shares authorized; 21,000,000 shares issued and outstanding (2011 – 10,000,000 shares) (1) |  |               | 2,100      |   |              |  
|Discount on common stock issued to founders (1)                                                                                         |  |               | (1,000     | ) |              |  
|Additional paid-in capital (1)                                                                                                          |  |               | 2,710,417  |   |              |  
|Accumulated other comprehensive income                                                                                                  |  |               | 35,283     |   |              |  
|Accumulated deficit                                                                                                                     |  |               | (1,671,847 | ) |              |  
|Total Stockholders' Equity                                                                                                              |  |               | 1,074,953  |   |              |  
|                                                                                                                                        |  |               |            |   |              |  
|Total Liabilities and Stockholders' Equity                                                                                              |  | $             | 3,099,675  |   |              | $



(1) The December 31, 2011 capital accounts of the Company have
been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction.
See Note 2.



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



5







Greenpower
International Group Limited AND SUBSIDIARy

CONDENSED
CONSOLIDATEDSTATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS

(Unaudited)



|                                                                             |  | For the Three Months Ended |            |   | For the Nine Months Ended |  
|---------------------------------------------------------------------------- |  | -------------------------- | ---------- | - | ------------------------- | -
|                                                                             |  | September 30,              |            |   | September 30,             |  
|                                                                             |  | 2012                       |            |   | 2011                      |  
|                                                                             |  |                            |            |   |                           |  
|Revenue, net                                                                 |  |                            |            |   |                           |  
|Products                                                                     |  | $                          | 188,820    |   |                           | $
|Leases                                                                       |  |                            | 68,751     |   |                           |  
|Franchising                                                                  |  |                            | -          |   |                           |  
|Commision                                                                    |  |                            | -          |   |                           |  
|Total revenue, net                                                           |  |                            | 257,571    |   |                           |  
|                                                                             |  |                            |            |   |                           |  
|Cost of revenue                                                              |  |                            |            |   |                           |  
|Products                                                                     |  |                            | 90,799     |   |                           |  
|Total cost of revenue                                                        |  |                            | 90,799     |   |                           |  
|Gross profit                                                                 |  |                            | 166,772    |   |                           |  
|                                                                             |  |                            |            |   |                           |  
|Operating expenses:                                                          |  |                            |            |   |                           |  
|Selling expense                                                              |  |                            | 206,969    |   |                           |  
|General and administrative expenses                                          |  |                            | 305,307    |   |                           |  
|Total operating expenses                                                     |  |                            | 512,276    |   |                           |  
|Operating loss                                                               |  |                            | (345,504   | ) |                           |  
|                                                                             |  |                            |            |   |                           |  
|Other income                                                                 |  |                            | 783        |   |                           |  
|Other expense                                                                |  |                            | (12,726    | ) |                           |  
|Total other income (expense)                                                 |  |                            | (11,943    | ) |                           |  
|Loss before income taxes                                                     |  |                            | (357,447   | ) |                           |  
|                                                                             |  |                            |            |   |                           |  
|Income taxes                                                                 |  |                            | -          |   |                           |  
|                                                                             |  |                            |            |   |                           |  
|Net loss from continuing operation                                           |  |                            | (357,447   | ) |                           |  
|                                                                             |  |                            |            |   |                           |  
|Net loss from discontinued operation                                         |  |                            | -          |   |                           |  
|                                                                             |  |                            |            |   |                           |  
|Net loss                                                                     |  | $                          | (357,447   | ) |                           | $
|                                                                             |  |                            |            |   |                           |  
|Loss per share - basic and diluted                                           |  | $                          | (0.02      | ) |                           | $
|Weighted average number of common shares outstanding - basic and diluted (2) |  |                            | 21,000,000 |   |                           |  
|                                                                             |  |                            |            |   |                           |  
|Other comprehensive income:                                                  |  |                            |            |   |                           |  
|Foreign currency translation adjustment                                      |  |                            | 18,534     |   |                           |  
|Net comprehensive loss                                                       |  | $                          | (338,913   | ) |                           | $



(2) The capital accounts of the Company have been retroactively
restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction in determining
the basic and diluted weighted average shares. See Note 2.



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



6







Greenpower
International Group Limited and subsidiary

CONDENSED
CONSOLIDATEDSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY



|                                            |  |        |            |  |               |   |       |              |  |   |                 |   |  | Accum Other   |           |   |             |   |        |       | 
|------------------------------------------- |  | ------ | ---------- |  | ------------- | - | ----- | ------------ |  | - | --------------- | - |  | ------------- | --------- | - | ----------- | - | ------ | ----- | 
|                                            |  |        |            |  | Amount        |   |       | Discount on  |  |   | Additional Paid |   |  | Comprehensive |           |   | Accumulated |   |        |       | 
|                                            |  | Shares |            |  | (par $0.0001) |   |       | Common Stock |  |   | In Capital      |   |  | Income        |           |   | Deficit     |   |        | Total | 
|                                            |  |        |            |  |               |   |       |              |  |   |                 |   |  |               |           |   |             |   |        |       | 
|Balance at September 16, 2011 (Inception)   |  |        | -          |  |               | $ | -     |              |  | $ | -               |   |  | $             | -         |   |             | $ | -      |       | 
|                                            |  |        |            |  |               |   |       |              |  |   |                 |   |  |               |           |   |             |   |        |       | 
|Foreign currency translation                |  |        | -          |  |               |   | -     |              |  |   | -               |   |  |               | -         |   |             |   | 31,688 |       | 
|Common stock issued at a discount           |  |        | 10,000,000 |  |               |   | 1,000 |              |  |   | (1,000          | ) |  |               | -         |   |             |   | -      |       | 
|Equity investment                           |  |        | -          |  |               |   | -     |              |  |   | -               |   |  |               | 2,572,503 |   |             |   | -      |       | 
|Net loss                                    |  |        | -          |  |               |   | -     |              |  |   | -               |   |  |               | -         |   |             |   | -      |       | 
|                                            |  |        |            |  |               |   |       |              |  |   |                 |   |  |               |           |   |             |   |        |       | 
|Balance at December 31, 2011 (3)            |  |        | 10,000,000 |  |               |   | 1,000 |              |  |   | (1,000          | ) |  |               | 2,572,503 |   |             |   | 31,688 |       | 
|                                            |  |        |            |  |               |   |       |              |  |   |                 |   |  |               |           |   |             |   |        |       | 
|Foreign currency translation                |  |        | -          |  |               |   | -     |              |  |   | -               |   |  |               | -         |   |             |   | 3,595  |       | 
|Share exchange pursuant to merger agreement |  |        | 10,000,000 |  |               |   | 1,000 |              |  |   | -               |   |  |               | (1,000    | ) |             |   | -      |       | 
|Recapitalization                            |  |        | 1,000,000  |  |               |   | 100   |              |  |   | -               |   |  |               | (100      | ) |             |   | -      |       | 
|Proceeds from director                      |  |        | -          |  |               |   | -     |              |  |   | -               |   |  |               | 139,014   |   |             |   | -      |       | 
|Net loss                                    |  |        | -          |  |               |   | -     |              |  |   | -               |   |  |               | -         |   |             |   | -      |       | 
|                                            |  |        |            |  |               |   |       |              |  |   |                 |   |  |               |           |   |             |   |        |       | 
|Balance at September 30, 2012 (unaudited)   |  |        | 21,000,000 |  |               | $ | 2,100 |              |  | $ | (1,000          | ) |  | $             | 2,710,417 |   |             | $ | 35,283 |       | 



(3) The December 31, 2011 capital accounts of the Company have
been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction.
See Note 2.



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



7







Greenpower
International Group Limited AND SUBSIDIARy

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS

(Unaudited)



|                                                                           |  | For the Nine Months Ended |           
|-------------------------------------------------------------------------- |  | ------------------------- | ----------
|                                                                           |  | September 30,             |           
|                                                                           |  | 2012                      |           
|                                                                           |  |                           |           
|Operating Activities                                                       |  |                           |           
|Net loss                                                                   |  | $                         | (1,271,254
|                                                                           |  |                           |           
|Adjustments to reconcile net loss to cash flows from operating activities: |  |                           |           
|Depreciation                                                               |  |                           | 19,719    
|Loss on disposal of discontinued operations                                |  |                           | -         
|Provision for inventory allowance                                          |  |                           | (10,783   
|Changes in operating assets and liabilities:                               |  |                           |           
|Accounts receivable                                                        |  |                           | (136,527  
|Prepaid expense                                                            |  |                           | 15,834    
|Inventory                                                                  |  |                           | (316,675  
|Other receivable                                                           |  |                           | (53,023   
|Deposits                                                                   |  |                           | (55,398   
|Advances to suppliers                                                      |  |                           | -         
|Lease payment receivable                                                   |  |                           | (1,112,712
|Unearned income                                                            |  |                           | 769,118   
|Accounts payable                                                           |  |                           | 584,176   
|Accrued liabilities                                                        |  |                           | 37,851    
|Received in advance                                                        |  |                           | 171,838   
|Taxes payable                                                              |  |                           | 14,865    
|Other payable                                                              |  |                           | 31,105    
|Deposits from franchisees                                                  |  |                           | 37,913    
|Net cash used in operating activities                                      |  |                           | (1,273,951
|                                                                           |  |                           |           
|Investing Activities                                                       |  |                           |           
|Purchase of equipment                                                      |  |                           | (183,135  
|Net cash used in investing activities                                      |  |                           | (183,135  
|                                                                           |  |                           |           
|Financing Activities                                                       |  |                           |           
|Proceeds from director                                                     |  |                           | 139,014   
|Proceeds from issuance of common stock warrants                            |  |                           | -         
|Short term borrowings                                                      |  |                           | 517,481   
|Repayment to related parties                                               |  |                           | (305,307  
|Proceeds from related parties                                              |  |                           | 1,038,245 
|Net cash provided by financing activities                                  |  |                           | 1,389,433 
|                                                                           |  |                           |           
|Effect of change in exchange rate on cash                                  |  |                           | 3,780     
|Net change in cash during the period                                       |  |                           | (63,873   
|                                                                           |  |                           |           
|Cash, beginning of period                                                  |  |                           | 76,850    
|Cash, end of period                                                        |  | $                         | 12,977    



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



8









Greenpower
International Group Limited AND SUBSIDIARy

NOTE TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

(Unaudited)



NOTE 1 – BUSINESS Organization
and description



Greenpower International Group Limited
(the "Company," “We,” or “Us.”) (formerly Boxwood Acquisition Corporation) was incorporated on
April 20, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. On June 2, 2011, the Company filed a registration statement on Form 10 pursuant to the Securities
Exchange Act of 1934 by which it registered its class of common stock. The accompanying consolidated financial statements include
the financial statements of the Company, its wholly owned subsidiary, and an affiliated PRC entity that is controlled through contractual
arrangements.



On February 10, 2012, the Company, effected
the acquisition of Greenpower International Group Limited of British Virgin Islands (“Greenpower BVI”) through the
exchange of 10,000,000 shares of voting common stock of Company for all the 50,000 outstanding shares of Greenpower BVI at an exchange
ratio of 200 shares of the Company for each share of Greenpower BVI (the "Acquisition"). Greenpower BVI was incorporated
in the British Virgin Islands in September 2011.



As a result of the Acquisition, Greenpower
BVI has become a wholly owned subsidiary of the Company and the Company has taken over the management and control of Greenpower
BVI. The Company has taken over the operations and business plan of Greenpower BVI, which has management and voting control over
Shenzhen Guoning New Energy Investment Co., Ltd, a company formed under the laws of Guangdong, China (“Guoning”), through
a variable investment entity ("VIE") structure pursuant to contractual agreements dated October 26, 2011 and subsequently
strengthened in February 2012.



Guoning was formed in
January 2011 and was formerly known as Shenzhen Muren Technology Industry Co., Ltd. (“Muren”). Muren was incorporated
in the Guangdong Province, Shenzhen City of the People’s Republic of China (the “PRC”) on March 4, 2004 as a
limited liability company with no common shares issued or outstanding. Prior to January 4, 2011, Guoning was in the business of
purchasing, assembling, and furnishing customized, made to customer order laboratory equipment, furniture and lighting instruments.
On January 4, 2011, in connection with the execution of an Equity Transfer Agreement (the “Agreement”), Mr. RenHua
He (“He”), the vice president and one of the two shareholders, transferred his ownership to the other shareholder,
Mr. Jiong Zhang (“Zhang”), who became the Chairman of a newly registered entity, Guoning. Pursuant to the Agreement,
Guoning’s prior business in laboratory equipment and furniture was divested to He, leaving a focus on the LED lighting business
going forward.



In addition to selling light bulbs as a
distributor, management began a new business model after divesting the prior business component in January 2011. The new business
model, Energy Management Contract (“EMC”), focuses on energy performance sharing via replacing customers’ current
illumination equipment with energy efficient LED lights and charges based on an agreed percentage of savings on monthly utility
bills.



NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Basis of presentation



The accompanying consolidated financial
statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”).



The unaudited interim financial statements
have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished
herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management,
necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally
present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been omitted pursuant to such rules and regulations. The results of the nine month periods ended September 30,
2012 are not necessarily indicative of the results to be expected for the full year ending December 31, 2012.



9







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Reverse merger accounting



Since former Greenpower BVI security holders
owned, after the Merger, approximately 97.5% of the Company’s shares of common stock, and as a result of certain other factors,
including that all members of the Company's executive management are from Greenpower BVI, Greenpower BVI is deemed to be the acquiring
company for accounting purposes and the Merger was accounted for as a reverse merger and a recapitalization in accordance with
generally accepted accounting principles in the United States ("US GAAP"). These consolidated financial statements reflect
the historical results of Greenpower BVI prior to the merger and that of the combined company following the merger, and do not
include the historical financial results of the Company prior to the completion of the merger. Common stock and the corresponding
capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio
in the merger.



Principles of consolidation



Pursuant to Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, a company is required to include in
its consolidated financial statements the financial statements of variable interest entities (“VIE”). ASC Topic 810
requires a variable interest entity to be consolidated by a company if that company is subject to a majority of the risk of loss
for the variable interest entity or is entitled to receive a majority of the variable interest entity’s residual returns.
Variable interest entities are those entities in which a company, through contractual arrangements, bear the risk of, and enjoy
the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity.
The consolidated financial statements include the accounts of Greenpower BVI and its variable interest entity, Guoning, for which
Greenpower BVI is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
The assets and liabilities and revenues and expenses of Guoning have been included in the accompanying consolidated financial statements.
As of September 30, 2012 and December 31, 2011, net assets included in consolidated balance sheets total $1,074,953 and $2,203,598,
respectively. For the nine months ended September 30, 2012 and 2011, the consolidated revenue was $445,153 and $47,865, respectively.
Currently there are contractual arrangements that could require Greenpower BVI to provide additional financial support to the consolidated
VIE.



Use of estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.



Concentrations of risks



Credit risk



Financial instruments that potentially
subject the Company to significant concentrations of credit risk consist principally of cash, trade receivables and advances to
suppliers. As of September 30, 2012 and December 31, 2011, part of the Company's cash was held by major financial institutions
located in the PRC, which management believes are of high credit quality. With respect to trade receivables and advances to suppliers,
the Company extends credit based on evaluations of the customers' and suppliers' financial position and business history with the
Company. The Company generally is required to make advances to suppliers.



Currency convertibility risk



Guoning transacts all of its business in
Renminbi (“RMB”), which is not freely convertible into foreign currencies. All foreign exchange transactions continue
to take place either through the People’s Bank of China (the “PBOC”) or other banks authorized to buy and sell
foreign currencies at the exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other institutions
requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts.
The value of the RMB is subject to change in central government policies and international economic and political developments
affecting supply and demand in the PRC foreign exchange trading system market.



10







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Foreign currency exchange rate risk



Starting July 21, 2005, the RMB is permitted
to fluctuate within a narrow and managed band against a basket of certain foreign currencies. The appreciation of the U.S. dollar
against RMB was approximately 0.04% and -3.15% during the nine months ended September 30, 2012 and 2011, respectively. While the
international reaction to the RMB appreciation has generally been positive, there remains significant international pressure on
the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation
of the RMB against the U.S. dollar.



Cash and cash equivalents



Cash and cash
equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or
less. As of September 30, 2012 and December 31, 2011, all of our cash was denominated in RMB and was partially held on hand by
Guoning. RMB is not freely convertible into foreign currencies and the remittance of these funds out of the PRC is subject to exchange
control restrictions imposed by the PRC government.



Allowance
for sales returns and doubtful accounts



On a case-by-case
basis, we accept returns of products from our customers, without restocking charges, when they can demonstrate an acceptable cause
for the return.  Requests by a distributor to return products purchased for its own inventory generally are not included
under this policy.  We will, on a case-by-case basis, accept returns of products upon payment of a restocking fee, which
is generally 10% of the net sales price.  We will not accept returns of any products that were special-ordered by a customer
or that otherwise are not generally included in our inventory.  The allowance for sales returns and doubtful accounts
at September 30, 2012 and December 31, 2011 is zero.



Inventory



Inventory is stated at the lower of cost
or market. Cost is determined on a weighted average basis. The Company estimates net realizable value based on intended use, current
market value and inventory aging analyses. The Company writes down the inventory for estimated obsolescence or unmarketable inventory
equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand
and market conditions. Inventory inherited from the prior entity of Guoning was fully reserved in the
prior year.As of September 30, 2012 and December 31, 2011, the total reserve for inventory was $94,576 and $105,207, respectively.



Equipment



Equipment is stated at cost less accumulated
depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.
Depreciation is provided on a straight-line basis over the assets' estimated useful lives with no salvage value. The useful lives
are as follows: vehicles 5 years; office equipment 5 years; leasehold improvement 1 year. Maintenance or repairs are charged to
expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from
the accounts and the net amount less proceeds from disposal is charged or credited to other income/expense.



Impairment of long-lived assets



We evaluate long-lived assets for impairment
whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future
use of the assets) indicate their net book value may not be recoverable. When these events occur, we compare the projected undiscounted
future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective
carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when
available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.
There can be no assurance, however, that market conditions will not change or demand for the Company’s products will continue.
Either of these could result in the future impairment of long-lived assets.



Revenue recognition



We recognize revenue in accordance with
FASB ASC No. 605 from product sales or services rendered when the following four revenue recognition criteria are met: persuasive
evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable,
and collectability is reasonably assured. Returns and exchanges require approval from senior management and are on a case-by-case
basis. We review and estimate the rates of return and exchange based on historical data and customer specific experience. Historically,
returns and exchanges have been insignificant. The majority of our revenues are derived from four sources. Our revenue recognition
policies vary based upon these revenue sources:



11







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Sales of products



Most of our products are shipped directly
to the customer at FOB Destination. Revenue is recognized when product is delivered to the customer, when all delivery documents
have been signed by the receiving customer, and ownership has passed to the customer. We consider the terms of each arrangement
to determine the appropriate accounting treatment.



Investment in direct financing lease



The Company’s
leasing operations consist primarily of leasing LED lights in connection with their EMC business. The LED lights are leased under
five to six year direct finance leases We use the direct financing method of accounting to record income from direct financing
leases. At the inception of our leases, we record the net investment in leases, which consists
of the sum of the minimum lease payments, initial direct costs, and unguaranteed residual value (gross investment) less the unearned
income. The difference between the gross investment and the cost of the leased equipment is recorded as unearned income at the
inception of the lease.



Revenue for direct financing leases is
recognized as the unearned income is amortized over the life of the lease using the effective interest method. The amortization
of unearned income is a component of lease revenue in our consolidated statements of operations. We review our direct financing
lease arrangements for credit risk. Such review includes consideration of the credit rating and financial position of the lessee.
Generally, when a lease is more than 90 days delinquent (when more than three monthly payments are owed), the lease is classified
as being on non-accrual and the Company stops recognizing leasing income on that date. Payments received on leases in non-accrual
status generally reduce the lease receivable. Leases on non-accrual status remain classified as such until there is sustained payment
performance that, in our judgment, would indicate that all contractual amounts will be collected in full.



We defer initial direct costs incurred
to originate leases in accordance with applicable accounting guidance. The initial direct costs deferred are part of the investment
in leasing operations and are amortized to leasing income using the interest method. Initial direct costs include commissions and
costs associated with credit evaluation, recording guarantees and other security arrangements, documentation and transaction closing.
Residual values reflect the estimated amounts to be received at lease termination from lease extensions, sales or other dispositions
of leased equipment. The leased equipment residual values are based on management’s best estimate.



Franchising



The Company sells individual franchises
as well as territory agreements in the form of store development agreements (“SDA agreements”) that grant the right
to develop show rooms in designated areas. Our franchise and SDA agreements typically require the franchisee to pay an initial
nonrefundable fee, refundable deposits, and continuing fees, or royalty income, based upon a percentage of sales. The franchisee
will typically pay us a renewal fee if we approve a renewal of the franchise agreement. Such fees are paid by franchisees to obtain
the rights associated with these franchises or SDA agreements. Initial franchise fee revenue is recognized upon substantial completion
of the services required of the Company as stated in the franchise agreement, which is generally upon opening of the respective
store. Fees collected in advance are deferred until earned, with deferred amounts expected to be recognized as revenue within one
year classified as current deferred income in the consolidated balance sheets. Royalty income is based on a percentage of franchisee
gross sales and is recognized when earned, which occurs at the franchisees’ point of sale. Renewal fees are recognized when
a renewal agreement with a franchisee becomes effective. Occasionally, the Company offers incentive programs to franchisees in
conjunction with a franchise, SDA, or renewal agreement and, when appropriate, records the costs of such programs as reductions
of revenue.



Commission



From time to time the Company facilitates
the sale of products to markets both inside and outside of China. As such, the Company recognizes contractually agreed revenue
based upon the delivery of products to an end user customer. Revenue from these types of agreements is recognized when the transaction
is substantially finished and upon receipt of the commission payment.



12







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Cost of revenue



Cost of revenue consists primarily of the
purchase price of light bulbs products and content sold by us, inbound shipping charges, and packaging supplies. Shipping charges
to receive products from our suppliers are included in inventory cost, and recognized as “cost of revenue” upon sale
of products to our customers. Payment processing and related transaction costs, including those associated with seller transactions,
are classified in “selling expenses” on our consolidated statements of operations. Any write downs of inventory to
lower of cost or market value are also recorded in cost of revenue.



Advertising



Advertising costs are charged to operations
when incurred. For the nine months ended September 30, 2012 and 2011, the amount charged to advertising expense was $2,351 and
$459, respectively.



Income taxes



We have implemented certain provisions
of ASC 740, Income Taxes(“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions,
as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement
related to accounting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Valuation allowances are established when it is more likely than not that some or all of the deferred tax
assets will not be realized. We adopted the provisions of ASC 740 and have analyzed filing positions in each of the People’s
Republic of China (“PRC”) jurisdictions where we are required to file income tax returns, as well as all open tax years
in these jurisdictions.  We have identified the PRC as our "major" tax jurisdiction.  Generally,
we remain subject to PRC examination of our income tax returns.



We believe that our income tax filing positions
and deductions will be sustained by an audit and do not anticipate any adjustments that will result in a material change to our
financial position.  Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.  In
addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740.  Our policy for recording
interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.



Our tax provision for interim periods is
determined using an estimate of our annual effective tax rate based on rates established within the PRC and, adjusted for discrete
items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective
tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.



Comprehensive loss



Comprehensive loss is defined to include
all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC
220, Comprehensive Income requires that all items that are required to be recognized under current accounting standards
as components of comprehensive loss be reported in a financial statement that is displayed with the same prominence as other financial
statements. For the periods presented, the Company’s comprehensive loss includes net loss and foreign currency translation
adjustments and is presented in the statements of operations and comprehensive loss.



Foreign currency translation



The reporting currency is the U.S. dollar.
The functional currency of Guoning is the local currency, Renminbi (“RMB”). For consolidation
purposes, the financial statements of Guoning are translated into United States dollars in accordance with ASC 830, Foreign
Currency Matters, using year-end rates of exchange for assets and liabilities, and average rates of exchange for the period
for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating
the local currency financial statements into U.S. dollars are included in determining comprehensive income. The exchange rates
in effect as of September 30, 2012 and December 31, 2011 were RMB 1.00 for USD $0.1591 and USD $0.1589, respectively. The average
exchange rates for the nine months period ended September 30, 2012 and 2011 were RMB 1.00 for USD $0.1580 and USD $0.1539, respectively.
At September 30, 2012 and December 31, 2011, the cumulative translation adjustment of $35,283and $31,688,
respectively, was classified as an item of accumulated other comprehensive income in the stockholders’ equity section of
the balance sheets. There was no significant fluctuation in the exchange rate for the conversion of RMB to United States dollars
after the balance sheet date.



13







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Loss per common share



Basic loss per common share excludes dilutive
securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period.
Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings
of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. As of September 30, 2012
and 2011, there were no outstanding dilutive securities.



The following table represents the computation
of basic and diluted losses per share:



|                                                               |  | Three Months Ended September 30, |            |   | Nine Months Ended September 30, |  
|-------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ------------------------------- | -
|                                                               |  | 2012                             |            |   | 2011                            |  
|                                                               |  |                                  |            |   |                                 |  
|Loss available for common shareholder                          |  | $                                | (357,447   | ) |                                 | $
|Basic and fully diluted loss per share                         |  | $                                | (0.02      | ) |                                 | $
|                                                               |  |                                  |            |   |                                 |  
|Weighted average common shares outstanding - basic and diluted |  |                                  | 21,000,000 |   |                                 |  



Net loss per share is based upon the weighted
average shares of common stock outstanding.



Commitments and contingencies



Litigation



From time to time, we may become involved
in disputes, litigation and other legal actions.  We estimate the range of liability related to any pending litigation where
the amount and range of loss can be estimated.  We record our best estimate of a loss when the loss is considered probable.
 Where a liability is probable and there is a range of estimated loss with no best estimate in the range, we record a charge
equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information
available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability
had been incurred at the date of the financial statements and (ii) the range of loss can be reasonably estimated.



During the ordinary course
of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims
or litigation will not have a material adverse effect on the Company’s financial position, results of operations or cash
flow.



Off-balance sheet arrangements



The Company does not have any off-balance
sheet arrangements.



Reclassifications



Certain reclassifications
have been made to the prior years’ financial statements in order to conform to the current year presentation.  Such
reclassifications are immaterial to both current and all previously issued financial statements taken as a whole and had no effect
on previously reported results of operations.



14







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 3 – RECENTLY ISSUED AND ADOPTED
ACCOUNTING PRONOUCEMENTS



Adopted



In May 2011, the FASB issued ASU 2011-04,
“Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial
Reporting Standards (“IFRS”) of Fair Value Measurement – Topic 820.” ASU 2011-04 is intended to provide
a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial
statements prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB’s intent about
the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle
or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for
annual and interim periods beginning after December 15, 2011. The adoption of this ASU did not have a material impact on our consolidated
financial statements.



In June 2011, the FASB issued new guidance
on the presentation of comprehensive income. The new guidance allows an entity to present components of net income and other comprehensive
income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements.
The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes
in stockholders’ equity. While the new guidance changes the presentation of comprehensive income, there are no changes to
the components that are recognized in net income or other comprehensive income from that of current accounting guidance. This new
guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of this accounting guidance
did not have a material impact on our consolidated financial statements and related disclosures.



Not Adopted



In December 2011, the FASB issued ASU No.
2011-11: Balance Sheet (topic 210): Disclosures about Offsetting Assets and Liabilities, which requires new disclosure requirements
mandating that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement
of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement.
In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or
similar arrangements. This ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods
within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented.
We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements.



Other recent accounting pronouncements
issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the
United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s
present or future financial statements.



NOTE 4 – GOING CONCERN



The Company has sustained operating losses
of $1,671,847 since inception. The Company’s continuation as a going concern is dependent on management’s ability to
develop profitable operations, and / or obtain additional financing from its stockholders and / or other third parties.



The accompanying unaudited consolidated
financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions
raise substantial doubt about the Company’s ability to do so. The consolidated financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of
liabilities that may result should the Company be unable to continue as a going concern.



Management began a new business model after
divesting the prior business component in 2011. On September 28, 2011, Guoning entered into an agreement with a new customer initiating
the new business model - Energy Management Contract (“EMC”). EMC model focuses essentially on replacing customers’
current illumination equipment with energy effective LED lights and charges based on an agreed percentage of savings on monthly
utility bills. During the third quarter of 2012, the Company has 26 additional customers (out of 58 total) contracts under this
new business model. The Company expects the EMC model will deliver additional customers in a systematic and orderly manner in the
future. The Company is marketing this lease model to customers in a manner that will generate initial smaller contracts with follow
on orders for lights that recur with the same customer over time. In addition to addressing the market with its lease model, the
Company is expanding its presence in the market via branch and affiliate offices. The Company expects these additional offices
will add to the direct sales of LED lights in the market. The Company continues to explore combinations and/or partnerships with
suppliers to become the ultimate distributor of LED lights in the commercial and other markets in China.



15







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 5 – NET INVESTMENT IN DIRECT
FINANCING LEASE



Our direct financing leases include a lease
of the LED advertising lights under our EMC business model. Under the terms of the contracts in force as of September 30, 2012,
we are paid monthly payments. At the end of the lease terms for each contract that last either 5 or 6 years, we will convey all
of our LED advertising lights installed to the lessee for no payment. In addition, the contract requires the customer to pay for
installation of the LED lights and also to compensate the Company an amount of approximately 2,200 RMB (USD$350) per light if the
lights are stolen or damaged by the customer. The customer is also affirmatively required by the contract to maintain the LED lights
in a manner so that they do not become damaged.



The following table lists the components of the net investment
in direct financing leases at September 30, 2012:



|                                                               |  | September 30, |           |   | December 31, |  
|-------------------------------------------------------------- |  | ------------- | --------- | - | ------------ | -
|                                                               |  | 2012          |           |   | 2011         |  
|Total minimum lease payment to be received                     |  | $             | 1,373,291 |   |              | $
|Less: unearned income                                          |  |               | (955,992  | ) |              |  
|Net investment in direct financing leases                      |  |               | 417,300   |   |              |  
|Less: current portion                                          |  |               | (33,074   | ) |              |  
|Long-term portion of net investment in direct financing leases |  | $             | 384,226   |   |              | $



Residual values of leased equipment and initial direct costs
are estimated to be insignificant. At September 30, 2012, minimum lease payments to be received for each of the five succeeding
fiscal years are approximately:



|Year       |  | Amount |          
|---------- |  | ------ | ---------
|2012       |  | $      | 80,000   
|2013       |  |        | 282,000  
|2014       |  |        | 272,000  
|2015       |  |        | 262,000  
|2016       |  |        | 233,000  
|Thereafter |  |        | 244,000  
|           |  | $      | 1,373,000



NOTE 6 – INVENTORY, NET



Inventory consisted of the following at:



|                            |  | September 30, |         |   | December 31, |  
|--------------------------- |  | ------------- | ------- | - | ------------ | -
|                            |  | 2012          |         |   | 2011         |  
|Inventory                   |  | $             | 429,077 |   |              | $
|Less: reserve for inventory |  |               | (94,576 | ) |              |  
|                            |  | $             | 334,501 |   |              | $



Inventory inherited from the prior entity of Guoning was fully
reserved in the prior year.



16







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 7 – ADVANCES TO SUPPLIER



On September 25, 2011, the Company entered
into a Joint Development, Customization and Equity Allocation Contract on LED Advertising Lamp (“Agreement”) with one
of its suppliers to develop and produce the LED lighting sets on a collaborative basis. Under the Agreement, Guoning can order
product units from the supplier with pre-agreed prices on a defined timeline of anticipated product acquisitions. Guoning shall
prepay 10,000,000 RMB (USD$1,591,141) in respect of production lamps to be produced in two equal installments, 5,000,000 RMB (USD$795,571)
on the signing day and 5,000,000 RMB (USD$795,570) after the total production exceeds 2,000 units. The 10,000,000 RMB (USD$1,591,141)
deposit remains with the supplier and can only be applied upon future LED purchases greater than the first 200,000 units ordered.
The supplier is obligated to provide product maintenance for free for five years and product change service if quality issues arise.
In the warranty period, if the equipment is faulty, because of product quality issues, it is to be changed by the supplier without
charge. The Agreement also provides that research and development expenses are spent by the supplier, and Guoning agreed to pay
a mold fee of 475,600 RMB (USD$75,675), which is recorded as accrued liabilities as of September 30, 2012. Further, the supplier
invested in, and subsequently granted to, Guoning, the product patent right, trademark right, software copyright and the domestic
marketing exclusivity right. In consideration, the supplier will be granted 10 million shares in Guoning when such patent rights
are received by the supplier and then duly available to Guoning. As of September 30, 2012, none of the patents have been approved.



NOTE 8 – EQUIPMENT, NET



Equipment consisted of the following at:



|                                 |  | September 30, |         |   | December 31, |  
|-------------------------------- |  | ------------- | ------- | - | ------------ | -
|                                 |  | 2012          |         |   | 2011         |  
|Vehilcle                         |  | $             | 27,240  |   |              | $
|Equipment                        |  |               | 50,882  |   |              |  
|Leasehold improvement            |  |               | 23,867  |   |              |  
|                                 |  |               | 101,989 |   |              |  
|Less: accumulated depreciation   |  |               | (39,347 | ) |              |  
|                                 |  |               | 62,642  |   |              |  
|Equipment for lease - LED lights |  |               | 278,913 |   |              |  
|                                 |  | $             | 341,555 |   |              | $



The depreciation for the nine months ended
September 30, 2012 and 2011 was $18,768 and $12,287, respectively. Equipment for lease – LED lights are LED advertising lights
purchased for leasing purposes, of which we have a direct financing lease as more fully described in Note 9. LED lights are not
subject to depreciation.



NOTE 9 – SHORT TERM BORROWINGS



During the third quarter of fiscal 2012,
the Company obtained various short term borrowings from a private party lender. These borrowings are unsecured and bear annual
interest of 1% with maturity of one year. The purposes of these borrowings are used for business expansion and general corporate
liquidity. As of September 30, 2012 and December 31, 2011, total outstanding short term borrowings amounted to $520,243 and $0,
respectively.



NOTE 10 – STOCKHOLDERS’ EQUITY



Immediately prior to the closing of the
Merger on February 10, 2012, there were 50,000 issued and outstanding shares of the Company retroactively restated to reflect the
recapitalization of common stock to related parties of the Company’s founders and officers for no consideration and was recognized
as a discount on the common stock issued.



On February 10, 2012, pursuant to a Plan and Agreement of Merger,
all of Greenpower BVI’s outstanding shares were acquired by the Company through the exchange of 10,000,000 shares of voting
common stock of the Company for all the 50,000 outstanding shares of Greenpower BVI at an exchange ratio of 200 shares of the Company
for each share of Greenpower BVI. After the Merger, the Company is authorized to issue 500,000,000 shares of common stock and 20,000,000
shares of preferred stock. Currently, the Company has a total of 21,000,000 shares of common stock outstanding.



17







Greenpower
International Group Limited AND SUBSIDIARy

NOTE
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Pursuant to the contractual arrangements
entered into by and between Guoning and Greenpower BVI, dated October 26, 2011, Greenpower BVI will provide consulting services
and daily operational guidance and instructions to Guoning. Through these contractual arrangements, Greenpower BVI will have the
ability to substantially influence Guoning’s daily operations and financial affairs and will be able to appoint the senior
members of management. Greenpower BVI is considered the primary beneficiary of Guoning and thus consolidates its results in its
consolidated financial statements. Greenpower BVI does not have any equity interest in Guoning, but instead has the right to enjoy
economic benefits similar to equity ownership through its Contractual Arrangements with Guoning. As a result, the equity interest
from Guoning was recognized as paid-in-capital upon consolidation in the amount of $2,572,503 as of December 31, 2011.



During the nine months
ended September 30, 2012, a capital injection of $139,014 was received from the Chairman of Guoning for funding the Company’s
operation.



NOTE 11 – RELATED
PARTY TRANSACTION



a) Related parties



|Name of related parties |  | Relationship with the Company                    
|----------------------- |  | -------------------------------------------------
|Chairman                |  | Management and chairman of the board of directors
|Director A              |  | Management and member of the board of directors  
|Director B              |  | Management and member of the board of directors  



b) The Company had the
following related party transactions at:



|                           |  | September 30, 2012 |         |  | December 31, 2011 |  
|-------------------------- |  | ------------------ | ------- |  | ----------------- | -
|Advances to director A     |  | $                  | 55,820  |  |                   | $
|Due to director B          |  |                    | -       |  |                   |  
|Note payable to Chairman   |  |                    | 349,256 |  |                   |  
|Note payable to director A |  |                    | 127,291 |  |                   |  



Advances to director
A relate to amounts transferred from Guoning for the purpose of paying professional fees related to the reverse merger on behalf
of Greenpower BVI. Due to Chairman and director B is expense reimbursement accrued. Notes payable to Chairman and director A are
unsecured and bear annual interest at 1%. These notes were obtained to fund working capital in the nine months ending September
30, 2012.



NOTE 12 – INCOME
TAXES



Prior to January 1, 2008,
PRC enterprise income tax (“EIT”) was generally assessed at the rate of 33% of taxable income. In March 2007, a new
enterprise income tax law (the “New EIT Law”) in the PRC was enacted which was effective on January 1, 2008. The New
EIT Law generally applies a uniform 25% EIT rate to both foreign invested enterprises and domestic enterprises.



Taxes payable consisted of the following
at:



|                |  | September 30, |        |   | December 31, |  
|--------------- |  | ------------- | ------ | - | ------------ | -
|                |  | 2012          |        |   | 2011         |  
|Corporate tax   |  | $             | 917    |   |              |  
|Value added tax |  |               | 12,928 |   |              |  
|Employee tax    |  |               | 3,149  |   |              |  
|Others          |  |               | (285   | ) |              |  
|                |  | $             | 16,709 |   |              | $



On December 13, 2011,
a tax notice from the Shenzhen Nanshan District Regional Tax Bureau stated that all income generated from the approved EMC contracts
entered into by Guoning is exempted from levying business tax and enterprise income tax due to its energy saving nature.



18











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



General



The following discussion and analysis should
be read in conjunction with the consolidated financial statements and notes included in Item 1 of this Quarterly Report on Form
10-Q and with Management ’ s Discussion and Analysis of Financial Condition and Results of Operations contained the Annual
Report on Form 10-K for the year ended December 31, 2011. Those statements in the following discussion that are not historical
in nature should be considered to be forward looking statements that are inherently uncertain.



Certain statements made in this Report
are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding
the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties, and
other factors that may cause actual results, performance, or achievements of Greenpower International Group Limited ("we",
"us", "our," or the "Company") to be materially different from any future results, performance, or
achievements expressed or implied by the forward-looking statements. The forward-looking statements included herein are based on
current beliefs, assumptions, and expectations, and are subject to numerous risks and uncertainties. The Company's plans and objectives
are based, in part, on assumptions of the continuing expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of
which are difficult or impossible to predict accurately, and many of which are beyond the control of the Company. Although the
Company believes its assumptions underlying the forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance, or achievements. These forward-looking statements are made as of the date of this report, and
the Company assumes no obligation to update these forward-looking statements whether as a result of new information, future events,
or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events
discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking
statements.



Company History



Greenpower International Group Limited
(the "Company," “We,” or “Us.”), formerly Boxwood Acquisition Corporation, was incorporated on
April 20, 2011 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company was formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. The Company has transitioned
from a development stage company to a commercialized entity. The Company has developed several revenue sources and is seeking to
expand upon those sources going forward.



On February 10, 2012, the Company has taken
over the operations and business plan of Greenpower BVI, which has management and voting control over Shenzhen Guoning New Energy
Investment Co., Ltd, an operating Chinese company that serves as an electrical-use manager in China (“Guoning”), through
a variable investment entity ("VIE") structure pursuant to contractual agreements dated October 26, 2011 and subsequently
strengthened in February 2012.



19







The Company entered into a business combination
with Guoning. An energy management contract ("EMC") is an agreement whereby an industrial business or large user of electricity
hires a company to manage their electrical use. The Chinese government is sponsoring tax and other government incentives for companies
to enter into EMC contracts. The Chinese electrical-use manager company presently focuses on entering into contracts with outdoor
advertising (billboard) companies and essentially replaces the traditional lights on the outdoor advertising with LED lights and
by which it receives a share of the reduction in the electrical bill received by the customer. The Chinese electrical-use manager
company also sells LED lights to consumers and business via direct sales or wholesale to other retailers.



As of September 30, 2012, the Company has
generated revenues, income and cash flows from its 58 EMC contracts in effect. Notwithstanding the generation of such revenues,
the Company has sustained operating losses of $1,671,847 since inception. The Company‘s independent certified public accountants
have issued a note in the financial statements regarding the ability of the Company to continue as a going concern. The continuation
of the Company as a going concern is dependent upon the continued growth of its EMC business as well as other revenue sources,
financial support from its stockholders, its ability to obtain necessary equity financing to continue operations, and/or to successfully
locate and negotiate with a business entity for the combination of that target company.



Company Overview



The Company is in the business of energy
management, with the primary objective of commercializing energy-saving lighting products and services. The Chinese government
is sponsoring tax and other government incentives for companies to enter into energy management contracts (“EMC”).
A typical EMC is an agreement whereby an industrial business or large user of electricity hires a company to manage their electrical
use. The Company presently focuses on entering into EMCs with outdoor advertising (billboard) companies, essentially replacing
the traditional lights on the outdoor advertising with LED lights. The Company receives a share of the reduction in the electrical
bill received by the customer. Total 58 agreements have been entered into as of the date hereof and physical property has been
purchased, designed and installed in regard to such business. Further, these contracts are delivering the contractually agreed
upon lease payments and income to the Company. Furthermore, the Company also sells LED lights to consumers and businesses via direct
sales or wholesale to other retailers.



The Company entered into its first contract
for EMC services in 2011, and has started its performance under such contract (the Company also entered into two other EMC service
agreements during 2011, but the contracts were subsequently renegotiated with the customers during 2012). During the first three
quarters of 2012, the Company added other EMC contracts, and as of the date of this Report has approximately 60 EMC agreements
in effect. Moreover, the Company believes that since the EMC service contract model is a new concept that was just recently introduced
to the marketplace, the market has limited history and no long-term track record on which to base its performance.



Guoning has established an affiliate branch
structure staffed with non-employees rather than directly owned subsidiaries in order to develop franchisees and encourage contractor
partners to provide timely and comprehensive services to localized customers in order to promote Guoning. The Company undertakes
comprehensive training in all of its affiliate branches, and contractors must ensure professional operation work flow. The Company
ranks service quality as its top priority to ensure operational quality by providing the best product mix of lighting equipment
materials and quality services.



Guoning opens affiliate branches based
on marketing conditions that it perceives to be beneficial for its business combined with the need for Guoning to efficiently develop
its business across China. Opening affiliate branches allows Guoning an efficient means to enter regional markets by working in
cooperation with local individuals that are more familiar with the regional conditions (e.g. geography, marketing, etc.). Guoning
believes that this approach is more effective than if Guoning were to enter these markets itself rather than through cooperation
with local representatives. The Company hopes that these efforts will be successfully in quickly growing Guoning ’ s presence
across China.



20







The Company sells individual franchises
as well as territory agreements in the form of store development agreements (“SDA agreements”) that grant the right
to develop show rooms in designated areas. Our franchise and SDA agreements typically require the franchisee to pay an initial
nonrefundable fee, refundable deposits, and continuing fees, or royalty income, based upon a percentage of sales. Occasionally,
the Company offers incentive programs to franchisees in conjunction with a franchise, SDA, or renewal agreement.



As of September
30, 2012, the Company has 13 affiliate locations and maintained 21 showroom locations via
franchising to provide fixed office locations in most provinces in China and in major cities.



Results of Operations



Comparison of Three Months Ended September 30, 2012
to September 30, 2011



Net revenue for the three months ending
September 30, 2012 was $257,571 compared with $1,790 for the three months ending September 30, 2011. The increase in revenue is
a result of the Company’s change in its business model and focus. As a result of these changes, the net revenue for the period
ending September 30, 2012 includes revenue from the Company ’ s leasing services in EMC business, sales of light products,
and franchising fee. All of these revenue components for the period ending September 30, 2012 did not exist in the same period
of 2011.



Cost of revenue for the three months ended
September 30, 2012 was $90,799, compared to $871 for the three months ended September 30, 2011. All costs are relevant to sales
of light products.



Selling expenses for the quarter ending
September 30, 2012 and 2011 were $206,969 and $43,530, respectively. The increase in selling expenses in the period ending September
30, 2012 was due to the EMC business model requiring more expenses to obtain agreements, which did not exist in the comparable
period of 2011. General and administrative expenses for the quarter ending September 30, 2012 and 2011 were $305,307 and $151,069,
respectively. General and administrative expenses increased significantly due to the Company ’ s change in its business model
and the commitment to its EMC contracts, which required an increase in personnel expenses compared to the same period of 2011,
in addition to increased costs to maintain a public reporting company.



Comparison of Nine Months Ended September 30, 2012
to September 30, 2011



Net revenue for the nine months ending
September 30, 2012 was $445,153 compared with $47,865 for the nine months ending September 30, 2011. The increase in revenue of
approximately $397,000 or 829% is a result of the Company’s change in its business model and focus. As a result of these
changes, the net revenue for the period ending September 30, 2012 includes revenue from the Company ’ s leasing services
in EMC business, sales of light products, and franchising fee. All of these revenue components for the nine months period ending
September 30, 2012 did not exist in the comparable period ending in 2011.



Cost of revenue for the nine months ended
September 30, 2012 was $105,663, compared to $26,627 for the nine months ended September 30, 2011. All costs are relevant to sales
of light products.



Selling, general and administrative expenses
for the nine months of 2012 totaled $1,599,292 versus $331,417 in the comparable period for 2011. The increase of approximately
$1,268,000 or 383% was primarily attributed to the Company ’ s change in its business model and the commitment to its EMC
contracts, which required an increase in personnel expenses compared to the same period of 2011, in addition to increased costs
to maintain a public reporting company.



Net investment in direct financing leases
as of September 30, 2012 and December 31, 2011 were $417,300 and $71,119, respectively. This increase is due to a growth in the
number of EMC contracts. Equipment net of accumulated depreciation as of September 30, 2012 and December 31, 2011 was $341,555
and $175,672, respectively. This change is attributable to an increase in the number of LED lights purchased for the coming new
EMC contracts. Inventory went up from $4,746 as of December 31, 2011 to $334,501 as of September 30, 2012. Variance mainly came
from light bulbs inventory purchased for stock sales. The changes in these accounts during the nine months were funded primarily
by the change in accounts payable, notes payable to related parties, and short term borrowings. Accounts payable as of September
30, 2012 and December 31, 2011 was $606,278 and $17,852, respectively; notes payable to related party and short term borrowings
was $476,547 and $520,243 as of September 30, 2012, respectively, and were both zero at December 31, 2011.



21







Liquidity and Capital Resources



As September 30, 2012, we had working capital
deficit of $1,279,160. Since December 31, 2011, our working capital has continued to decline as a result of continuing losses from
operations. In order to maintain our current level of operations, we will require additional working capital from either cash flow
from operations or from the sale of our equity or debt securities. If we are unable to acquire additional working capital, we will
be required to significantly reduce our current level of operations. The report of our independent registered public accounting
firm for the fiscal year ended December 31, 2011 states that due to our losses from operations and lack of working capital there
is substantial doubt about our ability to continue as a going concern.



The Company expects to generate additional
revenues through its EMC business model. Together with revenue from LED light sales, franchising revenue, and commission revenue,
the Company expects to provide increased liquidity. The Company expects to review strategic partnerships and additional sources
of financing as part of the solution for increased liquidity. However, there can be no guarantees that such funds will be available
on commercially reasonable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to continue
our business as desired and operating results will be adversely affected.



Cash flows used in operating activities
were $1,273,951 as compared to $1,052,022 for the nine months ending September 30, 2012 and 2011, respectively. The increase of
approximately $222,000 or 21.10% in cash flows used by operations compared with the prior period resulted from net operating losses
and changes in operating assets and liabilities, primarily from the timing of inventory purchases and an increase in lease payment
receivable and unearned income.



Cash flows used in investing activities
were $183,135 and $47,122 for the nine months ending September 30, 2012 and 2011, respectively, primarily attributed to an increase
in the number of LED lights purchased for the coming new EMC contracts.



For the nine months ending September 30,
2012 and 2011, cash flows provided by financing activities were $1,389,433 and $2,499,790, respectively. The deduction primarily
came from the decrease in proceeds received from director and issuance of common stock warrants.



Off-balance Sheet Arrangements



The Company has no off-balance sheet arrangements
that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be
material to investors.



Critical Accounting Policies



Those material accounting policies that
we believe are the most critical to an investor ’ s understanding of our financial results and conditions are discussed in
Note 2 of the unaudited financial statements.



22







ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.



Information not required
to be filed by Smaller Reporting Companies.



ITEM 4. CONTROLS AND PROCEDURES.



Evaluation of Disclosure Controls and
Procedures.



Pursuant to Rule 13a-15(b)
under the Securities Exchange Act of 1934 ("Exchange Act"), the Company's management, under the supervision and with
the participation of the Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2012, the end of the
period covered by this Quarterly Report on Form 10-Q.



Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2012, the disclosure controls and procedures
were not effective. Disclosure controls and procedures means controls and other procedures that 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 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
by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including
the principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



The Company's management
has identified material weaknesses in its internal control over financial reporting related to the following matters:



A lack of sufficient
segregation of duties. Specifically, this material weakness is such that the design over these areas relies primarily on defective
controls and could be strengthened by adding preventative controls to properly safeguard company assets.



A lack of sufficient
personnel in the accounting function due to the Company's limited resources with appropriate skills, training and experience to
perform certain tasks as it relates to financial reporting.



The Company's plan
to remediate those material weaknesses remaining is as follows:



Improve the effectiveness
of the accounting group by continuing to augment existing resources with additional consultants or employees to improve segregation
procedures and to assist in the analysis and recording of complex accounting transactions. The Company plans to mitigate the segregation
of duties issues by hiring additional personnel in the accounting department once it generates significantly more revenue, or raises
significant additional working capital.



23







Improve segregation
procedures by strengthening cross approval of various functions including quarterly internal audit procedures where appropriate.



Changes in Internal Control Over Financial
Reporting



Notwithstanding the
change in control there was no change in the Company's internal control over financial reporting that was identified in connection
with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.



PART II



ITEM 1. LEGAL PROCEEDINGS



There are no pending, threatened or actual
legal proceedings in which the Company or any subsidiary is a party.



ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS



The Company has issued
the following securities in the last three (3) years. All such securities were issued pursuant to exemptions from registration
under Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as
noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no
general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment
purposes only, without a view to resale.



On April 20, 2011,
the Company issued the following shares of its common stock.



|Date           |  |  | Name                    |  | Number of Shares |            |  | Amount of Consideration Paid |  
|-------------- |  |  | ----------------------- |  | ---------------- | ---------- |  | ---------------------------- | -
|               |  |  |                         |  |                  |            |  |                              |  
|April 20, 2011 |  |  | Tiber Creek Corporation |  |                  | 10,000,000 |  |                              | $
|April 20, 2011 |  |  | MB Americus, LLC        |  |                  | 10,000,000 |  |                              | $
|               |  |  |                         |  |                  |            |  |                              |  

On October 28, 2011 the Company
redeemed an aggregate of 19,500,000 shares of its comment stock at a redemption price of $.0001 per share for an aggregate redemption
price of $1,950, as noted below.



|Date             |  |  | Name                    |  | Number of Shares |           |  | Amount of Consideration Paid |  
|---------------- |  |  | ----------------------- |  | ---------------- | --------- |  | ---------------------------- | -
|                 |  |  |                         |  |                  |           |  |                              |  
|October 28, 2011 |  |  | Tiber Creek Corporation |  |                  | 9,750,000 |  |                              | $
|October 28, 2011 |  |  | MB Americus, LLC        |  |                  | 9,750,000 |  |                              | $
|                 |  |  |                         |  |                  |           |  |                              |  

On October 31, 2011,
in connection with the change of control of the Company then-effected, the Company issued 10,500,000 shares of its common stock
at par for an aggregate of $1,050, as noted below.



24









|Date             |  | Name           |  | Number of Shares | 
|---------------- |  | -------------- |  | ---------------- | 
|                 |  |                |  |                  | 
|October 31, 2011 |  | Jiong Zhang    |  | 2,986,800        | 
|October 31, 2011 |  | Yong Luo       |  | 2,420,000        | 
|October 31, 2011 |  | Xiaoping Liu   |  | 2,420,000        | 
|October 31, 2011 |  | Lili Bell      |  | 900,000          | 
|October 31, 2011 |  | Wen Chen       |  | 5,200            | 
|October 31, 2011 |  | Jianmin Cai    |  | 1,400            | 
|October 31, 2011 |  | Yingfang Cao   |  | 4,800            | 
|October 31, 2011 |  | Zixin Gu       |  | 3,000            | 
|October 31, 2011 |  | Hong Guan      |  | 4,000            | 
|October 31, 2011 |  | Dong He        |  | 20,000           | 
|October 31, 2011 |  | Renhua He      |  | 1,200            | 
|October 31, 2011 |  | Yong He        |  | 6,800            | 
|October 31, 2011 |  | Yinda Huang    |  | 2,000            | 
|October 31, 2011 |  | Huiyan Jin     |  | 10,000           | 
|October 31, 2001 |  | Aimin Lai      |  | 13,600           | 
|October 31, 2011 |  | Ying Lei       |  | 2,800            | 
|October 31, 2011 |  | Cuilian Li     |  | 3,600            | 
|October 31, 2011 |  | Moxiang Li     |  | 500,000          | 
|October 31, 2011 |  | Zhonglian Li   |  | 5,000            | 
|October 31, 2011 |  | Hongyi Liang   |  | 6,000            | 
|October 31, 2011 |  | Fang Lin       |  | 11,800           | 
|October 31, 2011 |  | Qing Lin       |  | 200,000          | 
|October 31, 2011 |  | Xiaowei Lin    |  | 10,000           | 
|October 31, 2011 |  | Junguo Liu     |  | 200,000          | 
|October 31, 2011 |  | Qinghai Liu    |  | 12,000           | 
|October 31, 2011 |  | Zuxiong Qiu    |  | 3,200            | 
|October 31, 2011 |  | Hongmeng Tang  |  | 20,600           | 
|October 31, 2011 |  | Xuebing Tang   |  | 10,800           | 
|October 31, 2011 |  | Xinyu Tian     |  | 3,000            | 
|October 31, 2011 |  | Cangsha Wang   |  | 20,000           | 
|October 31, 2011 |  | Hong Wang      |  | 12,000           | 
|October 31, 2011 |  | Lilin Wang     |  | 16,000           | 
|October 31, 2011 |  | Ping Wang      |  | 9,000            | 
|October 31, 2011 |  | Xianqiang Wang |  | 2,000            | 
|October 31, 2011 |  | Xiaomei Wu     |  | 2,000            | 
|October 31, 2011 |  | Zhiwen Xiao    |  | 1,800            | 
|October 31, 2011 |  | Fang Xu        |  | 2,400            | 
|October 31, 2011 |  | Wenli Yang     |  | 2,400            | 
|October 31, 2011 |  | Geping Yao     |  | 7,000            | 
|October 31, 2011 |  | Yuzhen Ye      |  | 2,000            | 
|October 31, 2011 |  | Wei Zhang      |  | 5,000            | 
|October 31, 2011 |  | Yu Zhang       |  | 1,400            | 
|October 31, 2011 |  | Wenfeng Zhao   |  | 1,400            | 
|October 31, 2011 |  | Difan Zhong    |  | 500,000          | 
|October 31, 2011 |  | Gusheng Zhou   |  | 1,200            | 
|October 31, 2011 |  | Jiesheng Zhou  |  | 800              | 
|October 31, 2011 |  | Lingyu Zhou    |  | 118,000          | 
|October 31, 2011 |  | Zhou Zhou      |  | 2,000            | 
|October 31, 2011 |  | Shaojie Zou    |  | 4,000            | 
|October 31, 2011 |  | Wenchu Zou     |  | 2,000            | 



On February 10, 2012,
in connection with the Acquisition, the Company issued 10,000,000 shares of its common stock in exchange for all of the shares
outstanding of Greenpower BVI. The following shares (constituting the 10,000,000 shares issued on such date) were issued to the
then-shareholders of Greenpower BVI in connection with the Acquisition.



25







|Date              |  | Name           |  | Number of Shares | 
|----------------- |  | -------------- |  | ---------------- | 
|                  |  |                |  |                  | 
|February 10, 2012 |  | Jiong Zhang    |  | 2,986,800        | 
|February 10, 2012 |  | Yong Luo       |  | 2,420,000        | 
|February 10, 2012 |  | Xiaoping Liu   |  | 2,420,000        | 
|February 10, 2012 |  | Lili Bell      |  | 400,000          | 
|February 10, 2012 |  | Wen Chen       |  | 5,200            | 
|February 10, 2012 |  | Jianmin Cai    |  | 1,400            | 
|February 10, 2012 |  | Yingfang Cao   |  | 4,800            | 
|February 10, 2012 |  | Zixin Gu       |  | 3,000            | 
|February 10, 2012 |  | Hong Guan      |  | 4,000            | 
|February 10, 2012 |  | Dong He        |  | 20,000           | 
|February 10, 2012 |  | Renhua He      |  | 1,200            | 
|February 10, 2012 |  | Yong He        |  | 6,800            | 
|February 10, 2012 |  | Yinda Huang    |  | 2,000            | 
|February 10, 2012 |  | Huiyan Jin     |  | 10,000           | 
|February 10, 2012 |  | Aimin Lai      |  | 13,600           | 
|February 10, 2012 |  | Ying Lei       |  | 2,800            | 
|February 10, 2012 |  | Cuilian Li     |  | 3,600            | 
|February 10, 2012 |  | Moxiang Li     |  | 500,000          | 
|February 10, 2012 |  | Zhonglian Li   |  | 5,000            | 
|February 10, 2012 |  | Hongyi Liang   |  | 6,000            | 
|February 10, 2012 |  | Fang Lin       |  | 11,800           | 
|February 10, 2012 |  | Qing Lin       |  | 200,000          | 
|February 10, 2012 |  | Xiaowei Lin    |  | 10,000           | 
|February 10, 2012 |  | Junguo Liu     |  | 200,000          | 
|February 10, 2012 |  | Qinghai Liu    |  | 12,000           | 
|February 10, 2012 |  | Zuxiong Qiu    |  | 3,200            | 
|February 10, 2012 |  | Hongmeng Tang  |  | 20,600           | 
|February 10, 2012 |  | Xuebing Tang   |  | 10,800           | 
|February 10, 2012 |  | Xinyu Tian     |  | 3,000            | 
|February 10, 2012 |  | Cangsha Wang   |  | 20,000           | 
|February 10, 2012 |  | Hong Wang      |  | 12,000           | 
|February 10, 2012 |  | Lilin Wang     |  | 16,000           | 
|February 10, 2012 |  | Ping Wang      |  | 9,000            | 
|February 10, 2012 |  | Xianqiang Wang |  | 2,000            | 
|February 10, 2012 |  | Xiaomei Wu     |  | 2,000            | 
|February 10, 2012 |  | Zhiwen Xiao    |  | 1,800            | 
|February 10, 2012 |  | Fang Xu        |  | 2,400            | 
|February 10, 2012 |  | Wenli Yang     |  | 2,400            | 
|February 10, 2012 |  | Geping Yao     |  | 7,000            | 
|February 10, 2012 |  | Yuzhen Ye      |  | 2,000            | 
|February 10, 2012 |  | Wei Zhang      |  | 5,000            | 
|February 10, 2012 |  | Yu Zhang       |  | 1,400            | 
|February 10, 2012 |  | Wenfeng Zhao   |  | 1,400            | 
|February 10, 2012 |  | Difan Zhong    |  | 500,000          | 
|February 10, 2012 |  | Gusheng Zhou   |  | 1,200            | 
|February 10, 2012 |  | Jiesheng Zhou  |  | 800              | 
|February 10, 2012 |  | Lingyu Zhou    |  | 118,000          | 
|February 10, 2012 |  | Zhou Zhou      |  | 2,000            | 
|February 10, 2012 |  | Shaojie Zou    |  | 4,000            | 
|February 10, 2012 |  | Wenchu Zou     |  | 2,000            | 





26









ITEM 3. DEFAULTS UPON SENIOR SECURITIES



Not applicable.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS



There were no matters submitted to a vote
of the security holders during the quarter covered by this report.



ITEM 5. OTHER INFORMATION



(a) Not applicable

(b) Item 407(c)(3)
of Regulation S-K:



During the quarter
covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees
to the Board of Directors.



ITEM
6. EXHIBITS



| | (a) | Exhibits
| | --- | --------



|31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|---- | ------------------------------------------------------------------------------------------------------
|     |                                                                                                       
|31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     |                                                                                                       
|32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     |                                                                                                       
|32.2 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



SIGNATURES



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



27







|                         | GREENPOWER INTERNATIONAL GROUP LIMITED
|------------------------ | --------------------------------------
|                         |                                       
|                         | By:                                   
|                         |                                       
|                         |                                       
|                         | By:                                   
|                         |                                       
|Dated: November 19, 2012 |                                       



28