UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the interim period ended:June 30,
2015



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:333-178652



PROGRESSIVE GREEN SOLUTIONS, INC.

(Exact name of registrant as specified in
its charter)



|Nevada                          | 45-3539010         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)



|445 County Road 101, Suite E
        Yaphank, New York | 11980     
|------------------------------------------------------ | ----------
|(Address of principal executive offices)               | (Zip Code)



(631) 775-8920

(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 past 12
months, and (2) has been subject to such filing requirements for the past 90 days. Yes x
No  ̈



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



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



|Large accelerated filer |  ̈ | Accelerated filer         |  ̈
|----------------------- | - | ------------------------- | -
|                        |   |                           |  
|Non-accelerated filer   |  ̈ | Smaller reporting company | x



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



As of August 19, 2015, there were 33,086,782
shares outstanding of the registrant’s common stock issued and outstanding.










TABLE OF CONTENTS



|PART I – FINANCIAL INFORMATION
|------------------------------
|                              
|Item 1.                       
|                              
|Item 2.                       
|                              
|Item 3.                       
|                              
|Item 4.                       
|                              
|PART II – OTHER INFORMATION   
|                              
|Item 1.                       
|                              
|Item 1A.                      
|                              
|Item 2                        
|                              
|Item 3                        
|                              
|Item 4.                       
|                              
|Item 5.                       
|                              
|Item 6.                       
|                              
|Signatures                    










PART I – FINANCIAL INFORMATION



Item 1. Financial Statements.



Progressive
Green Solutions, Inc.



June 30, 2015 and 2014



Index to the Consolidated Financial
Statements



|Contents                                                                                                                                                                     | Page(s)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                                                                                                                             |        
|Consolidated Balance Sheets at June 30, 2015 (Unaudited) and December 31, 2014                                                                                               | F-2    
|                                                                                                                                                                             |        
|Consolidated Statements of Operations for the Six
    Months Ended and Three Months Ended June 30, 2015 and June 30, 2014 (Unaudited)                                        | F-3    
|                                                                                                                                                                             |        
|Consolidated Statements of Changes in
    Stockholders’ Equity (Deficit) for the Year Ended December 31, 2014 and for the Interim Period Ended June 30, 2015
    (Unaudited) | F-4    
|                                                                                                                                                                             |        
|Consolidated Statements of Cash Flows for the Interim Period Ended June 30, 2015 and 2014 (Unaudited)                                                                        | F-5    
|                                                                                                                                                                             |        
|Notes to the Consolidated Financial Statements (Unaudited)                                                                                                                   | F-6    







F-1







Progressive
Green Solutions, Inc.

Consolidated
Balance Sheets







|                                                                                                               | June 30, 2015 |   | December 31, 2014 |  
|-------------------------------------------------------------------------------------------------------------- | ------------- | - | ----------------- | -
|                                                                                                               | (Unaudited)   |   |                   |  
|ASSETS                                                                                                         |               |   |                   |  
|CURRENT ASSETS                                                                                                 |               |   |                   |  
|Cash                                                                                                           |               | $ | 40,473            |  
|Accounts receivable, net                                                                                       |               |   | 442,868           |  
|Inventories, net                                                                                               |               |   | 323,974           |  
|Prepayments and other current assets                                                                           |               |   | 28,868            |  
|                                                                                                               |               |   |                   |  
|Total current assets                                                                                           |               |   | 836,183           |  
|                                                                                                               |               |   |                   |  
|PROPERTY AND EQUIPMENT                                                                                         |               |   |                   |  
|Property and equipment                                                                                         |               |   | 262,580           |  
|Accumulated depreciation                                                                                       |               |   | (15,495           | )
|                                                                                                               |               |   |                   |  
|Property and equipment, net                                                                                    |               |   | 247,085           |  
|                                                                                                               |               |   |                   |  
|SOFTWARE AND HARDWARE                                                                                          |               |   |                   |  
|Software and hardware                                                                                          |               |   | 202,724           |  
|Accumulated amortization                                                                                       |               |   | (64,375           | )
|                                                                                                               |               |   |                   |  
|Software and hardware, net                                                                                     |               |   | 138,349           |  
|                                                                                                               |               |   |                   |  
|LEASEHOLD IMPROVEMENTS                                                                                         |               |   |                   |  
|Leasehold improvements                                                                                         |               |   | 563,267           |  
|Accumulated amortization                                                                                       |               |   | (288,970          | )
|                                                                                                               |               |   |                   |  
|Leasehold improvements, net                                                                                    |               |   | 274,297           |  
|                                                                                                               |               |   |                   |  
|MANAGEMENT AGREEMENT                                                                                           |               |   |                   |  
|Management agreement                                                                                           |               |   | 50,000            |  
|Accumulated amortization                                                                                       |               |   | (3,056            | )
|                                                                                                               |               |   |                   |  
|Management agreement, net                                                                                      |               |   | 46,944            |  
|                                                                                                               |               |   |                   |  
|OTHER ASSETS                                                                                                   |               |   |                   |  
|Security deposits                                                                                              |               |   | 34,693            |  
|Deposit on potential purchase                                                                                  |               |   | 200,000           |  
|                                                                                                               |               |   |                   |  
|Total other assets                                                                                             |               |   | 234,693           |  
|                                                                                                               |               |   |                   |  
|Total assets                                                                                                   |               | $ | 1,777,551         |  
|                                                                                                               |               |   |                   |  
|LIABILITIES AND  EQUITY (DEFICIT)                                                                              |               |   |                   |  
|CURRENT LIABILITIES                                                                                            |               |   |                   |  
|Accounts payable and accrued expenses                                                                          |               | $ | 1,052,069         |  
|Customer deposits                                                                                              |               |   | 59,180            |  
|Notes payable - stockholders                                                                                   |               |   | 583,700           |  
|Note payable - related party                                                                                   |               |   | 119,000           |  
|Advances from stockholders                                                                                     |               |   | 2,168             |  
|Advances from third party                                                                                      |               |   | 15,669            |  
|Deferred rent, current portion                                                                                 |               |   | 43,950            |  
|                                                                                                               |               |   |                   |  
|Total current liabilities                                                                                      |               |   | 1,756,736         |  
|                                                                                                               |               |   |                   |  
|NON-CURRENT LIABILITIES                                                                                        |               |   |                   |  
|Deferred rent, net of current portion                                                                          |               |   | 45,003            |  
|                                                                                                               |               |   |                   |  
|Total non-current liabilities                                                                                  |               |   | 45,003            |  
|                                                                                                               |               |   |                   |  
|Total liabilities                                                                                              |               |   | 1,801,739         |  
|                                                                                                               |               |   |                   |  
|COMMITMENTS AND CONTINGENCIES                                                                                  |               |   |                   |  
|                                                                                                               |               |   |                   |  
|EQUITY (DEFICIT)                                                                                               |               |   |                   |  
|Preferred stock par value $0.001: 10,000,000 shares authorized;  none issued or outstanding                    |               |   | -                 |  
|Common stock par value $0.001:
    300,000,000 shares authorized; 33,086,782 shares issued and
    outstanding |               |   | 33,087            |  
|Additional paid-in capital                                                                                     |               |   | 2,999,636         |  
|Accumulated deficit                                                                                            |               |   | (3,039,030        | )
|                                                                                                               |               |   |                   |  
|Total Progressive Green Solutions, Inc. stockholders' equity (deficit)                                         |               |   | (6,307            | )
|                                                                                                               |               |   |                   |  
|Non-Controlling Interest                                                                                       |               |   | (17,881           | )
|                                                                                                               |               |   |                   |  
|Total equity (deficit)                                                                                         |               |   | (24,188           | )
|                                                                                                               |               |   |                   |  
|Total liabilities and equity (deficit)                                                                         |               | $ | 1,777,551         |  



See accompanying notes to the consolidated financial statements.





F-2







Progressive Green Solutions, Inc.

Consolidated Statements of Operations





|                                                      |  | For the Six Months |            |   | For the Six Months |   |            | For the Three Months |  |   | For the Three Months |  
|----------------------------------------------------- |  | ------------------ | ---------- | - | ------------------ | - | ---------- | -------------------- |  | - | -------------------- | -
|                                                      |  | Ended              |            |   | Ended              |   |            | Ended                |  |   | Ended                |  
|                                                      |  | June
    30, 2015  |            |   | June
    30, 2014  |   |            | June
    30, 2015    |  |   | June
    30, 2014    |  
|                                                      |  | (Unaudited)        |            |   | (Unaudited)        |   |            | (Unaudited)          |  |   | (Unaudited)          |  
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|NET REVENUE                                           |  | $                  | 1,434,919  |   |                    | $ | 1,612,446  |                      |  | $ | 930,047              |  
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|COST OF GOODS SOLD                                    |  |                    | 1,275,341  |   |                    |   | 1,291,411  |                      |  |   | 912,070              |  
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|GROSS MARGIN                                          |  |                    | 159,578    |   |                    |   | 321,035    |                      |  |   | 17,977               |  
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|OPERATING EXPENSES:                                   |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|Salaries and wages                                    |  |                    | 272,922    |   |                    |   | 417,637    |                      |  |   | 138,887              |  
|Professional fees                                     |  |                    | 163,595    |   |                    |   | 133,366    |                      |  |   | 124,274              |  
|Rent and occupancy                                    |  |                    | 258,279    |   |                    |   | 176,414    |                      |  |   | 138,611              |  
|Selling,
    general and administrative               |  |                    | 243,338    |   |                    |   | 424,340    |                      |  |   | 127,231              |  
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|Total
    operating expenses                          |  |                    | 938,134    |   |                    |   | 1,151,757  |                      |  |   | 529,003              |  
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|LOSS FROM OPERATIONS                                  |  |                    | (778,556   | ) |                    |   | (830,722   | )                    |  |   | (511,026             | )
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|OTHER (INCOME) EXPENSE:                               |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|Other expense                                         |  |                    | 13,623     |   |                    |   | 15,668     |                      |  |   | 10,423               |  
|Other
    income                                      |  |                    | (438       | ) |                    |   | -          |                      |  |   | (438                 | )
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|Other
    (income) expense, net                       |  |                    | 13,185     |   |                    |   | 15,668     |                      |  |   | 9,985                |  
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|LOSS BEFORE INCOME TAX PROVISION                      |  |                    | (791,741   | ) |                    |   | (846,390   | )                    |  |   | (521,011             | )
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|INCOME TAX PROVISION                                  |  |                    | -          |   |                    |   | -          |                      |  |   | -                    |  
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|NET LOSS                                              |  |                    | (791,741   | ) |                    |   | (846,390   | )                    |  |   | (521,011             | )
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|Net loss attributable
    to non-controlling interest |  |                    | (17,881    | ) |                    |   | -          |                      |  |   | (17,881              | )
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|Net loss attributable to PGS Inc.
    stockholders    |  |                    | (773,860   | ) |                    |   | (846,390   | )                    |  |   | (503,130             | )
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|Net loss per common share                             |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|-
    Basic and diluted                               |  | $                  | (0.02      | ) |                    | $ | (0.03      | )                    |  | $ | (0.02                | )
|                                                      |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|Weighted average common shares outstanding            |  |                    |            |   |                    |   |            |                      |  |   |                      |  
|-
    Basic and diluted                               |  |                    | 33,086,782 |   |                    |   | 28,480,525 |                      |  |   | 33,086,782           |  



See
accompanying notes to the consolidated financial statements.





F-3







Progressive
Green Solutions, Inc.



Consolidated Statement of Changes in Equity (Deficit)

For the Interim Period Ended June 30, 2015

(Unaudited)







|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  | Progressive
    Green |            |   |          |   |            |                      | 
|---------------------------------------------------------- |  | --------------------------------- | ---------- |  | ------ | - | ------ | ------------------- |  | - | ------------------- | - |  | --------------------- | ---------- | - | -------- | - | ---------- | -------------------- | 
|                                                           |  | Common
    Stock Par Value $0.001 |            |  |        |   |        |                     |  |   | Solutions,
    Inc. |   |  | Non-controlling       |            |   |          |  
|                                                           |  | Number
    of                     |            |  |        |   |        | Additional          |  |   | Accumulated         |   |  | Stockholders'         |            |   | Interest |   |            | Total                | 
|                                                           |  | Shares                            |            |  | Amount |   |        | Paid-in
    capital |  |   | Deficit             |   |  | Equity
    (Deficit)  |            |   | Interest |   |            | Equity
    (Deficit) | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Balance, December 31, 2013                                 |  |                                   | 23,000,000 |  |        | $ | 23,000 |                     |  | $ | 2,304,392           |   |  | $                     | (2,455,569 | ) |          | $ | (128,177   | )                    | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Net
    loss for the period from                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|January 1, 2014 through March 7, 2014                      |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       | (83,417    | ) |          |   | (83,417    | )                    | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Reclassification of undistributed
    retained earnings    |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|as of March 7, 2014 to additional paid-in
    capital      |  |                                   |            |  |        |   |        |                     |  |   | (2,538,986          | ) |  |                       | 2,538,986  |   |          |   | -          |                      | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Reverse acquisition adjustment                             |  |                                   | 4,560,000  |  |        |   | 4,560  |                     |  |   | (6,273              | ) |  |                       |            |   |          |   | (1,713     | )                    | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Issuance of common shares for cash at $0.75
    per share, |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|net of issuance cost                                       |  |                                   | 5,024,348  |  |        |   | 5,024  |                     |  |   | 3,636,601           |   |  |                       |            |   |          |   | 3,641,625  |                      | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Issuance of common shares
    to placement agent           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|plus fees                                                  |  |                                   | 502,434    |  |        |   | 503    |                     |  |   | (396,098            | ) |  |                       |            |   |          |   | (395,595   | )                    | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Net loss for the period
    from March 7, 2014             |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|through December 31,
    2014                              |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       | (2,265,170 | ) |          |   | (2,265,170 | )                    | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Balance, December 31, 2014                                 |  |                                   | 33,086,782 |  |        |   | 33,087 |                     |  |   | 2,999,636           |   |  |                       | (2,265,170 | ) |          |   | 767,553    |                      | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Net
    loss                                               |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       | (773,860   | ) |          |   | (773,860   | )                    | 
|                                                           |  |                                   |            |  |        |   |        |                     |  |   |                     |   |  |                       |            |   |          |   |            |                      | 
|Balance, June 30,
    2015                                 |  |                                   | 33,086,782 |  |        | $ | 33,087 |                     |  | $ | 2,999,636           |   |  | $                     | (3,039,030 | ) |          | $ | (6,307     | )                    | 





See
accompanying notes to the consolidated financial statements.







F-4







Progressive
Green Solutions, Inc.

Consolidated
Statements of Cash Flows





|                                                                  |  | For the Six Months |          |   | For the Six Months |  
|----------------------------------------------------------------- |  | ------------------ | -------- | - | ------------------ | -
|                                                                  |  | Ended              |          |   | Ended              |  
|                                                                  |  | June 30, 2015      |          |   | June 30, 2014      |  
|                                                                  |  | (Unaudited)        |          |   | (Unaudited)        |  
|                                                                  |  |                    |          |   |                    |  
|Net loss before non-controlling interest                          |  | $                  | (791,741 | ) |                    | $
|                                                                  |  |                    |          |   |                    |  
|Adjustments to reconcile net loss before non-controlling interest |  |                    |          |   |                    |  
|to net cash used in operating activities                          |  |                    |          |   |                    |  
|Depreciation expense                                              |  |                    | 4,702    |   |                    |  
|Amortization expense, software                                    |  |                    | 19,237   |   |                    |  
|Amortization expense, leasehold improvement                       |  |                    | 49,045   |   |                    |  
|Amortization expense, management
    agreement                    |  |                    | 3,056    |   |                    |  
|Changes in operating assets and liabilities:                      |  |                    |          |   |                    |  
|Accounts receivable                                               |  |                    | (187,089 | ) |                    |  
|Inventories                                                       |  |                    | 279,181  |   |                    |  
|Advance on purchases                                              |  |                    | -        |   |                    |  
|Prepayments and other current assets                              |  |                    | 20,282   |   |                    |  
|Accounts payable and accrued expenses                             |  |                    | 603,089  |   |                    |  
|Customer deposits                                                 |  |                    | (180,480 | ) |                    |  
|Deferred rent                                                     |  |                    | (20,190  | ) |                    |  
|                                                                  |  |                    |          |   |                    |  
|Net cash used in operating activities                             |  |                    | (200,908 | ) |                    |  
|                                                                  |  |                    |          |   |                    |  
|Cash flows from investing activities:                             |  |                    |          |   |                    |  
|Purchase of property and equipment                                |  |                    | (41,000  | ) |                    |  
|Purchase of leasehold improvements                                |  |                    | -        |   |                    |  
|Purchase of software and hardware                                 |  |                    | (11,993  | ) |                    |  
|Management agreement                                              |  |                    | (50,000  | ) |                    |  
|Deposit on potential purchase                                     |  |                    | (200,000 | ) |                    |  
|                                                                  |  |                    |          |   |                    |  
|Net cash used in investing activities                             |  |                    | (302,993 | ) |                    |  
|                                                                  |  |                    |          |   |                    |  
|Cash flows from financing activities:                             |  |                    |          |   |                    |  
|Advances from (repayment to) stockholders'/members                |  |                    | 1,668    |   |                    |  
|Proceeds from notes payable - stockholders                        |  |                    | 464,700  |   |                    |  
|Repayment of note payable - related party                         |  |                    | -        |   |                    |  
|Advances from third party                                         |  |                    | 15,669   |   |                    |  
|Proceeds from issuance of common stock                            |  |                    | -        |   |                    |  
|Reverse acquisition adjustment                                    |  |                    | -        |   |                    |  
|Net cash provided by financing activities                         |  |                    | 482,037  |   |                    |  
|                                                                  |  |                    |          |   |                    |  
|Net change in cash                                                |  |                    | (21,864  | ) |                    |  
|                                                                  |  |                    |          |   |                    |  
|Cash at beginning of the reporting period                         |  |                    | 62,337   |   |                    |  
|                                                                  |  |                    |          |   |                    |  
|Cash at end of the reporting period                               |  | $                  | 40,473   |   |                    | $
|                                                                  |  |                    |          |   |                    |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:                |  |                    |          |   |                    |  
|Interest paid                                                     |  | $                  | -        |   |                    | $
|Income taxes paid                                                 |  | $                  | -        |   |                    | $
|                                                                  |  |                    |          |   |                    |  
|Non-Cash Financing and Investing Activities:                      |  |                    |          |   |                    |  
|Plant purchased for note payable - related party                  |  | $                  | 119,000  |   |                    | $



See accompanying notes to the consolidated financial statements.







F-5







Progressive Green Solutions, Inc.

June 30, 2015 and 2014

Notes to the Consolidated Financial Statements



Note 1 - Organization and Operations



Progressive Green Solutions, Inc.



Progressive Green Solutions, Inc. (the
“Company”) was incorporated on August 26, 2011, under the laws of the State of Nevada as MarketingMobileText, Inc.
which subsequently changed its corporate name to Progressive Green Solutions, Inc.



On March 7, 2014, the Company acquired
all of the membership interests of Green Remanufacturing Solutions LLC (“GRS LLC”) in exchange for 23,000,000 newly
issued post-split shares of the Company’s common stock (the “Exchange”). In connection with the Exchange, the
Company adopted the business plan of GRS, and amended its Articles of Incorporation to change its name to Progressive Green Solutions,
Inc., effectuate a forward-split on a ten for one basis and increase its authorized capital stock to 300,000,000 shares of common
stock and 10,000,000 shares of blank check preferred stock.



As a result of the controlling financial
interest of the former members of GRS LLC, for financial statement reporting purposes, the merger between the Company and GRS LLC
has been treated as a reverse acquisition with GRS LLC deemed the accounting acquirer and the Company deemed the accounting acquiree
under the acquisition method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification.
The reverse acquisition is deemed a capital transaction and the net assets of GRS LLC (the accounting acquirer) are carried forward
to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition.  The acquisition
process utilizes the capital structure of the Company and the assets and liabilities of GRS LLC which are recorded at their historical
cost.  The equity of the Company is the historical equity of GRS LLC retroactively restated to reflect the number of
shares issued by the Company in the transaction.



Green Remanufacturing Solutions,
Inc.



Green Remanufacturing Solutions, Inc. (“GRS
Inc.”) was incorporated on June 27, 2011, under the laws of the State of New York. GRS Inc. specialized in reverse logistics,
repair and recovery, engineering/quality assurance, warehousing and fulfillment, secondary market sales and e-commerce for retailers
and manufacturers of major appliances, small appliances, floor care products, air-conditioning/filtration products, power tools
and outdoor power equipment products.



Green Remanufacturing Solutions LLC



Green Remanufacturing Solutions LLC (“GRS
LLC”) was formed on May 31, 2012, under the laws of the State of Delaware. The sole purpose of GRS LLC was to carry-on GRS
Inc.’s business in the form of a limited liability company. The assets and liabilities of GRS Inc. were carried forward to
the Company at their historical costs on the date of conversion. On September 5, 2013 a Certificate of Merger was filed with the
State of New York Department of State, Division of Corporations, merging GRS Inc. and the Company into the Company.



Applianceplace.com, LLC



Applianceplace.com was formed on November
29, 2012 under the laws of the State of New York and is 100% owned by the Company.



Speyside Holdings LLC



Speyside Holdings LLC was formed on March
25, 2015 under the laws of the State of Delaware and is 85% owned by the Company. On April 23, 2015, The Company acquired ninety
percent (90%) of Speyside Holdings LLC (“Speyside”). On June 23, 2015, the Company reduced its interest to eighty-five
(85%). Speyside is the contract vendee for a sand and gravel quarry in Highland Mills, New York and presently is has a management
contract with Highland Sand & Gravel, Inc. (the fee owner of the aforementioned sand and gravel quarry) to manage Highland
Sand & Gravel, Inc.’s entire quarry operations.



Note 2 - Significant and Critical Accounting
Policies and Practices



The
Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of
accounting policies and their application. Critical accounting policies and practices are those that are both most important to
the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective,
or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted
accounting principles.





F-6







Basis of Presentation



The Company’s consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”).



Use of Estimates and Assumptions
and Critical Accounting Estimates and Assumptions



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).



Critical accounting estimates are estimates
for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly
uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or
operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements
were:



| | (i) | Allowance for doubtful accounts: Management’s estimate of the allowance for doubtful
accounts is based on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and
general economic conditions that may affect a client’s ability to pay. The Company evaluated the key factors and assumptions
used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Inventory Obsolescence and Markdowns: The Company’s estimate of potentially excess
and slow-moving inventories is based on evaluation of inventory levels and aging, review of inventory turns and historical sales
experiences. The Company’s estimate of reserve for inventory shrinkage is based on the historical results of physical inventory
cycle counts.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Fair value of long-lived assets: Fair value is generally determined using the asset’s
expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable,
but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived
assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some
examples of important indicators that may trigger an impairment review: (A) significant under-performance or losses of assets relative
to expected historical or projected future operating results; (B) significant changes in the manner or use of assets or in the
Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall
business strategy; (C) significant negative industry or economic trends; (D) increased competitive pressures; (E) a significant
decline in the Company’s stock price for a sustained period of time; and (F) regulatory changes. The Company evaluates acquired
assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iv) | Valuation allowance for deferred tax assets:Management
assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”)
carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely
than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management
made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability
to raise additional funds to support its daily operations by way of a public or private offering, among other factors.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These significant accounting estimates
or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions,
and certain estimates or assumptions are difficult to measure or value.





F-7







Management bases its estimates on historical
experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources.



Management regularly evaluates the key
factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances,
historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.



Actual results could differ from those
estimates.



Principles of Consolidation



The Company applies the guidance of Topic
810 “Consolidation” of the FASB Accounting Standards Codification ("ASC") to determine whether and how to
consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which
a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent,
the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3)
consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph
810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore,
as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting
shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage
of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates
all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.



The Company's consolidated subsidiaries
and/or entities are as follows:



|Name of consolidated subsidiary or entity |  | State or other jurisdiction of incorporation or organization |  | Date of incorporation or formation (date of acquisition, if applicable) (date of disposition, if applicable) |  | Attributable interest |    
|----------------------------------------- |  | ------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------ |  | --------------------- | ---
|                                          |  |                                                              |  |                                                                                                              |  |                       |    
|Green Remanufacturing LLC                 |  | The State of Delaware                                        |  | May 31, 2012 (March 7, 2014)                                                                                 |  |                       | 100
|                                          |  |                                                              |  |                                                                                                              |  |                       |    
|Applianceplace.com, LLC                   |  | The State of New York                                        |  | November 29, 2012 (March 7, 2014)                                                                            |  |                       | 100
|                                          |  |                                                              |  |                                                                                                              |  |                       |    
|Speyside Holdings LLC                     |  | The State of Delaware                                        |  | March 25, 2015                                                                                               |  |                       | 85 



The consolidated financial statements include
all accounts of the Company as of and for the reporting periods then ended.



All inter-company balances and transactions
have been eliminated.



Fair Value of Financial Instruments



The Company follows paragraph
825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the
fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy
which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value
hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37
are described below:



| | · | Level 1 – Quoted market prices available in active markets for identical assets or liabilities
as of the reporting date.
| | - | ------------------------------------------------------------------------------------------------------------------------





F-8







| | · | Level 2 – Pricing inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly observable as of the reporting date.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Level 3 – Pricing inputs that are generally observable inputs and not corroborated by market
data
| | - | -------------------------------------------------------------------------------------------------



Financial assets are considered Level 3
when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least
one significant model assumption or input is unobservable.



The fair value hierarchy gives the highest
priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the
categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.



The carrying amounts of the Company’s
financial assets and liabilities, such as cash, accounts receivable, advances on purchases, prepayments and other current assets,
accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments.



Transactions involving related parties
cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings
may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions
were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.



Fair Value of Non-Financial Assets
or Liabilities Measured on a Recurring Basis



The Company’s non-financial assets
include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory
levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and
historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving
inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory
cycle counts.







F-9







Cash Equivalents



The Company considers all highly liquid
investments with a maturity of three months or less when purchased to be cash equivalents.



Accounts Receivable and Allowance
for Doubtful Accounts



Pursuant to
FASB ASC paragraph 310-10-35-47 trade receivables that management has the intent and ability to hold for the foreseeable future
shall be reported in the balance sheet at outstanding principal adjusted for any charge-offs and the allowance for doubtful accounts..
The Company follows FASB ASC paragraphs 310-10-35-7 through 310-10-35-10 to estimate the allowance for doubtful accounts. Pursuant
to FASB ASC paragraph310-10-35-9 Losses from uncollectible receivables shall be accrued when
both of the following conditions are met: (a) Information available before the financial statements are issued or are available
to be issued (as discussed in Section 855-10-25) indicates that it is probable that an asset has been impaired at the date of the
financial statements, and (b) The amount of the loss can be reasonably estimated. Those conditions may be considered in relation
to individual receivables or in relation to groups of similar types of receivables. If the conditions are met, accrual shall be
made even though the particular receivables that are uncollectible may not be identifiable. The Company reviews individually
each trade receivable for collectability and performs on-going credit evaluations of its customers and adjusts credit limits based
upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information;
and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and general
economic conditions that may affect a client’s ability to pay. Bad debt expense is included in general and administrative
expenses, if any.



Pursuant to
FASB ASC paragraph 310-10-35-41 Credit losses for trade receivables (uncollectible trade receivables), which may be for all or
part of a particular trade receivable, shall be deducted from the allowance. The related trade receivable balance shall be charged
off in the period in which the trade receivables are deemed uncollectible. Recoveries of trade receivables previously charged off
shall be recorded when received. The Company charges off its trade account receivablesagainst the allowance after all means
of collection have been exhausted and the potential for recovery is considered remote.



The Company recorded a provision for doubtful
accounts of $35,000 to allow for any amounts which may be unrecoverable, which is based upon an analysis of the Company’s
prior collection experience, customer creditworthiness and current economic trends.



Inventories



Inventory Valuation



The Company values inventories, consisting
of raw materials, consumables, packaging material, finished goods, and purchased merchandise for resale, at the lower of cost or
market. Cost is determined on the first-in and first-out (“FIFO”) method for raw materials and packaging materials
and the weighted average cost method for finished goods. Cost of finished goods comprises direct labor, direct materials, direct
production cost and an allocated portion of production overhead. The Company reduces inventories for the diminution of value, resulting
from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory
and its estimated market value. Factors utilized in the determination of estimated market value include (i) current sales data
and historical return rates; (ii) estimates of future demand; (iii) competitive pricing pressures; (iv) new product introductions;
(v) product expiration dates; and (vi) component and packaging obsolescence.



Inventory Obsolescence
and Markdowns



The Company evaluates its current level
of inventories considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the
income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification
to adjust inventories to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements
if future economic conditions, customer demand or competition differ from expectations. Other significant estimates include the
allocation of variable and fixed production overheads. While variable production overheads are allocated to each unit of production
on the basis of actual use of production facilities, the allocation of fixed production overhead to the costs of conversion is
based on the normal capacity of the Company’s production facilities, and recognizes abnormal idle facility expenses as current
period charges. Certain costs, including categories of indirect materials, indirect labor and other indirect manufacturing costs
which are included in the overhead pools are estimated. The management of the Company determines its normal capacity based upon
the amount of operating hours of the manufacturing machinery and equipment in a reporting period.





F-10







Property and Equipment



Property and equipment are recorded at
cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred.
Depreciation of property, plant and equipment is computed by the straight-line method (after taking into account their respective
estimated residual values) over the estimated useful lives of the respective assets as follows:



|                          |  | Estimated Useful Life (Years)
|------------------------- |  | -----------------------------
|                          |  |                              
|Leasehold improvement (*) |  | 3-6                          
|                          |  |                              
|Property and equipment    |  | 5-15                         
|                          |  |                              
|Software                  |  | 3                            



(*) Amortized on a straight-line basis
over the term of the lease or the estimated useful lives, whichever is shorter.



Upon sale or retirement, the related cost
and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the statements of operations.



Carrying Value, Recoverability and
Impairment of Long-Lived Assets



The Company has adopted Section 360-10-35
of the FASB Accounting Standards Codification for its long-lived assets. Pursuant to ASC Paragraph 360-10-35-17 an impairment loss
shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value.
The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying
amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount
by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC Paragraph 360-10-35-20
if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable
long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration
of a previously recognized impairment loss is prohibited.



Pursuant to ASC Paragraph 360-10-35-21
the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate
that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes
in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset
group); (b) A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in
its physical condition; (c) A significant adverse change in legal factors or in the business climate that could affect the value
of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) An accumulation of costs significantly
in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) A current-period
operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates
continuing losses associated with the use of a long-lived asset (asset group); and (f) A current expectation that, more likely
than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously
estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently
upon the occurrence of such events.



Pursuant to ASC Paragraphs 360-10-45-4
and 360-10-45-5 an impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income
from continuing operations before income taxes in the income statement of a business entity. If a subtotal such as income from
operations is presented, it shall include the amount of that loss. A gain or loss recognized on the sale of a long-lived asset
(disposal group) that is not a component of an entity shall be included in income from continuing operations before income taxes
in the income statement of a business entity. If a subtotal such as income from operations is presented, it shall include the amounts
of those gains or losses.





Leases



Lease agreements are evaluated to determine
whether they are capital leases or operating leases in accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification
(“Paragraph 840-10-25-1”). Pursuant to Paragraph 840-10-25-1 A lessee and a lessor shall consider whether a lease meets
any of the following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection
of this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. Transfer of ownership. The lease
transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the
lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of
a nominal fee, for example, the minimum required by statutory regulation to transfer title. b. Bargain purchase option. The lease
contains a bargain purchase option. c. Lease term. The lease term is equal to 75 percent or more of the estimated economic life
of the leased property. d. Minimum lease payments. The present value at the beginning of the lease term of the minimum lease payments,
excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the
lessor, including any profit thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the
lessor at lease inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor.



In accordance with paragraphs 840-10-25-29
and 840-10-25-30, if at its inception a lease meets any of the four lease classification criteria in Paragraph 840-10-25-1, the
lease shall be classified by the lessee as a capital lease; and if none of the four criteria in Paragraph 840-10-25-1 are met,
the lease shall be classified by the lessee as an operating lease. Pursuant to Paragraph 840-10-25-31 a lessee shall compute the
present value of the minimum lease payments using the lessee's incremental borrowing rate unless both of the following conditions
are met, in which circumstance the lessee shall use the implicit rate: a. It is practicable for the lessee to learn the implicit
rate computed by the lessor. b. The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate.
Capital lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent
with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the period of
the lease in relation to the carrying value of the capital lease obligation.



F-11







Operating leases primarily relate to the
Company’s leases of office spaces. When the terms of an operating lease include tenant improvement allowances, periods of
free rent, rent concessions, and/or rent escalation amounts, the Company establishes a deferred rent liability for the difference
between the scheduled rent payment and the straight-line rent expense recognized, which is amortized over the underlying lease
term on a straight-line basis as a reduction of rent expense.



Related Parties



The Company follows subtopic 850-10 of
the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.



Pursuant to Section 850-10-20 the related
parties include (a.) affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other
Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with
such Person, as such terms are used in and construed under Rule 405 under the Securities Act); (b.) entities for which investments
in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection
of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c.) trusts for the benefit
of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d.) principal
owners of the Company; (e.) management of the Company; (f.) other parties with which the Company may deal if one party controls
or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties
might be prevented from fully pursuing its own separate interests; and (g.) other parties that can significantly influence the
management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties
and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully
pursuing its own separate interests.



The financial statements shall include
disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar
items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated
or combined financial statements is not required in those statements. The disclosures shall include: (a.) the nature of the relationship(s)
involved; (b.) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed,
for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; (c.) the dollar amounts of transactions for each of the periods
for which income statements are presented and the effects of any change in the method of establishing the terms from that used
in the preceding period; and (d.) amounts due from or to related parties as of the date of each balance sheet presented and, if
not otherwise apparent, the terms and manner of settlement.



Product Warranty



The Company estimates future costs of warranty
obligations in accordance with ASC 460-10, which requires an entity to disclose and recognize a liability for the fair value of
the obligation it assumes upon issuance of a warranty. The Company warrants most of its refurbished major appliance for a specific
period of time, usually 30 days from the date of purchase, against defects in materials or workmanship. The Company provides for
the estimated future costs of warranty obligations in cost of revenues when the related revenues are recognized. The accrued warranty
costs represent the best estimate at the time of sale of the total costs that the Company will incur to repair or replace product
parts that fail while still under warranty. The amount of the accrued estimated warranty costs obligation for established products
is primarily based on historical experience as to product failures adjusted for current information on repair costs. For new products,
estimates include the historical experience of similar products, as well as reasonable allowance for warranty expenses associated
with new products. On a quarterly basis, the Company reviews the accrued warranty costs and updates the historical warranty cost
trends, if required.



The Company has not accrued any warranty
costs in connection with its sales for the reporting period ended June 30, 2015 due to the short duration of its warrant period
of 30 days.



Commitments and Contingencies



The Company follows subtopic 450-20 of
the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date
the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when
one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company
or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings
or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.



If the assessment of a contingency indicates
that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated
liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential
material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of
the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.



Loss contingencies considered remote are
generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.



Non-controlling Interest



The Company follows paragraph 810-10-65-1
of the FASB Accounting Standards Codification to report the non-controlling interest in the consolidated balance sheets within
the equity section, separately from the Company’s stockholders’ equity. Non-controlling interest represents the non-controlling
interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary. Non-controlling interest
is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive
income (loss), if any, and the non-controlling interest continues to be attributed its share of losses even if that attribution
results in a deficit non-controlling interest balance.





F-12







Revenue Recognition



The Company applies paragraph 605-10-S99-1
of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable
and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an arrangement exists; (ii) the product has been shipped or the services have been rendered to the customer; (iii)
the sales price is fixed or determinable; and (iv) collectability is reasonably assured.



The Company derives its revenues from sales
contracts with customers with revenues being generated upon the shipment of merchandise. Persuasive evidence of an arrangement
is demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed bill
of lading from the transport company and title transfers upon shipment; the sales price to the customer is fixed upon acceptance
of the signed purchase order or contract and there is no separate sales rebate, discount, or volume incentive. When the Company
recognizes revenue, no provisions are made for returns because, historically, there have been very few sales returns and adjustments
that have impacted the ultimate collection of revenues.



Net sales of products represent the invoiced
value of goods, net of sales taxes. The Company is not subject to charge sales tax as the Company sells to wholesale distributors
and is thereby exempt from charging sales tax. Sales or Output sales tax is borne by customers in addition to the invoiced value
of sales and Purchase or Input sales tax is borne by the Company in addition to the invoiced value of purchases to the extent not
exempt due to the purpose of the acquisition. As the Company is a remanufacturer of consumer returns and a seller to wholesalers,
all goods purchased for the use in the remanufacturing process are exempt of input sales tax.



Shipping and Handling Costs



The Company accounts for shipping and handling
fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers
for shipping products are included in revenues, the related costs are classified in cost of goods sold as incurred.



Equity Instruments Issued to Parties
Other Than Employees for Acquiring Goods or Services



The Company accounts for equity instruments
issued to parties other than employees for acquiring goods or services under the guidance of Sub-topic 505-50 of the FASB Accounting
Standards Codification (“Sub-topic 505-50”).



Pursuant to ASC paragraph 505-50-25-7,
if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for
goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the
elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached.
A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether
the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity
under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1,
a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable
equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific
performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity
by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the
balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other
than employees in exchange for goods or services.



Pursuant to Paragraphs 505-50-25-8 and
505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after
a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance
conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity
had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments.
A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise
expires unexercised.



Pursuant to ASC Paragraphs 505-50-30-2
and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received
or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value
of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the
following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to
earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty's performance is complete.
If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s
common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares
are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”),
or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares
could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.





F-13







Pursuant to ASC Paragraph 718-10-55-21
if an observable market price is not available for a share option or similar instrument with the same or similar terms and conditions,
an entity shall estimate the fair value of that instrument using a valuation technique or model that meets the requirements in
paragraph 718-10-55-11 and takes into account, at a minimum, all of the following factors:



|a. | The exercise price of the option.
|-- | ---------------------------------



|b. | The expected term of the option, taking into account both the contractual term of the option and the effects of employees’ expected exercise and post-vesting employment termination behavior: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments.  The Company uses historical data to estimate holder’s expected exercise behavior.  If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | The current price of the underlying share.
|-- | ------------------------------------------



|d. | The expected volatility of the price of the underlying share for the expected term of the option.  Pursuant to ASC Paragraph 718-10-55-25 a newly publicly traded entity might base expectations about future volatility on the average volatilities of similar entities for an appropriate period following their going public. A nonpublic entity might base its expected volatility on the average volatilities of otherwise similar public entities. For purposes of identifying otherwise similar entities, an entity would likely consider characteristics such as industry, stage of life cycle, size, and financial leverage. Because of the effects of diversification that are present in an industry sector index, the volatility of an index should not be substituted for the average of volatilities of otherwise similar entities in a fair value measurement.  Pursuant to paragraph 718-10-S99-1 if shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.  The Company uses the average historical volatility of the comparable companies over the expected term of the share options or similar instruments as its expected volatility.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|e. | The expected dividends on the underlying share for the expected term of the option.  The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|f. | The risk-free interest rate(s) for the expected term of the option. Pursuant to ASC 718-10-55-28 a U.S. entity issuing an option on its own shares must use as the risk-free interest rates the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the contractual term of the option if the entity is using a lattice model incorporating the option’s contractual term. If the entity is using a closed-form model, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pursuant to ASC paragraph 505-50-S99-1,
if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity
instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are
not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should
be recorded.



Deferred Tax Assets
and Income Taxes Provision



The Company was a Limited Liability Company,
until March 6, 2014 during which time the Company was treated as a pass through entity for federal income tax purposes, i.e. members
of an LLC are taxed separately on their distributive share of the LLC’s earnings (loss) whether or not that income is actually
distributed.





F-14







Effective March 7, 2014, the Company accounts
for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the statements of operations in the period that includes the enactment date.



The Company adopted section 740-10-25 of
the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of
whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section
740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the
tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance
on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased
disclosures.



The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well
as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded
on its consolidated balance sheets and provides valuation allowances as management deems necessary.



Management makes judgments as to the interpretation
of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the
Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion,
adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates,
additional allowances or reversals of reserves may be necessary.



Tax
years that remain subject to examination by major tax jurisdictions



The Company discloses tax
years that remain subject to examination by major tax jurisdictions pursuant to the ASC Paragraph 740-10-50-15.



Limitation on Utilization
of NOLs due to Change in Control



Pursuant to the Internal Revenue Code Section
382 (“Section 382”), certain ownership changes may subject the NOL’s to annual limitations which could reduce
or defer the NOL. Section 382 imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership
change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders
in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change,
utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock
at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over
to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the
Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire
unused, reducing or eliminating the benefit of such NOLs.



Pro forma income tax information
(unaudited)



Prior to March 7, 2014, the date of acquisition,
the Company was a LLC.  The operating results of the LLC were included in the income tax returns of the member of LLC for
income tax purposes.



There were no difference between net loss
reported as the LLC or as a C Corporation and there were no income tax provision for the reporting period ended December 31, 2014
or 2013 as the Company incurred net operating loss for both reporting periods would the Company have always been incorporated as
a C Corporation upon its incorporation.



The unaudited pro forma income tax amounts,
income tax provision, deferred tax assets, and the valuation allowance of deferred tax assets included in the accompanying income
tax provision note reflect the income tax provision which would have been recorded as if the LLC had been incorporated as a C Corporation
upon its incorporation.



Earnings per Share



Earnings per share ("EPS") is
the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings
or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC
Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the
numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to
common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not
paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing
operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar
to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that
would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential
dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.





F-15







Pursuant to ASC Paragraphs 260-10-45-45-21
through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint
of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting
entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35
through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include
non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23).
Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the
treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of
issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be
used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through
55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed
purchased) shall be included in the denominator of the diluted EPS computation.



There were no potentially dilutive common
shares outstanding for the reporting period ended December 31, 2014 or 2013.



Cash Flows Reporting



The Company adopted paragraph 230-10-45-24
of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether
they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or
reconciliation method (the “Indirect Method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards
Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating
activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected
future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash
receipts and payments



Segment Information



The Company follows Topic 280 of the FASB
Accounting Standards Codification for segment reporting. Pursuant to Paragraph 280-10-50-1 an operating segment is a component
of a public entity that has all of the following characteristics: a. It engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public
entity). b. Its operating results are regularly reviewed by the public entity's chief operating decision maker to make decisions
about resources to be allocated to the segment and assess its performance. c. Its discrete financial information is available.
In accordance with Paragraph 280-10-50-5 the term chief operating decision maker identifies a function, not necessarily
a manager with a specific title. That function is to allocate resources to and assess the performance of the segments of a public
entity. Often the chief operating decision maker of a public entity is its chief executive officer or chief operating officer,
but it may be a group consisting of, for example, the public entity's president, executive vice presidents, and others. Pursuant
to Paragraph 280-10-50-10 a public entity shall report separately information about each operating segment that meets both of the
following criteria: a. Has been identified in accordance with paragraphs 280-10-50-1 and 280-10-50-3 through 50-9 or results
from aggregating two or more of those segments in accordance with the following paragraph; and b. Exceeds the quantitative
thresholds in paragraph 280-10-50-12. In accordance with Paragraph 280-10-50-12 a public entity shall report separately information
about an operating segment that meets any of the following quantitative thresholds: a. Its reported revenue, including both
sales to external customers and intersegment sales or transfers, is 10 percent or more of the combined revenue, internal and external,
of all operating segments. b. The absolute amount of its reported profit or loss is 10 percent or more of the greater, in
absolute amount, of either: 1. The combined reported profit of all operating segments that did not report a loss, or 2. The
combined reported loss of all operating segments that did report a loss. c. Its assets are 10 percent or more of the combined
assets of all operating segments. Pursuant to Paragraphs 280-10-50-22 and 280-10-50-29, a public entity shall report a measure
of profit or loss and total assets for each reportable segment and provide an explanation of the measurements of segment profit
or loss and segment assets for each reportable segment. At a minimum, a public entity shall disclose all of the following: a. The
basis of accounting for any transactions between reportable segments. b. The nature of any differences between the measurements
of the reportable segments' profits or losses and the public entity's consolidated income (loss) before income tax provision, extraordinary
items, and discontinued operations (if not apparent from the reconciliations described in paragraphs 280-10-50-30 through 50-31).
c. The nature of any differences between the measurements of the reportable segments’ assets and the public entity's
consolidated assets (if not apparent from the reconciliations described in paragraphs 280-10-50-30 through 50-31). d. The
nature of any changes from prior periods in the measurement methods used to determine reported segment profit or loss and the effect,
if any, of those changes on the measure of segment profit or loss. e. The nature and effect of any asymmetrical allocations
to reportable segments.





F-16







Subsequent Events



The Company follows the guidance in Section
855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent
events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification,
the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through
filing them on EDGAR.



Recently Issued Accounting Pronouncements



In May 2014, the FASB issued the FASB Accounting
Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”).



This guidance amends the existing FASB
Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer.The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or
services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those
goods or services.



To achieve that core principle, an entity
should apply the following steps:



| | 1. | Identify the contract(s) with the customer
| | -- | ------------------------------------------

| | 2. | Identify the performance obligations in the contract
| | -- | ----------------------------------------------------

| | 3. | Determine the transaction price
| | -- | -------------------------------

| | 4. | Allocate the transaction price to the performance obligations in the contract
| | -- | -----------------------------------------------------------------------------

| | 5. | Recognize revenue when (or as) the entity satisfies a performance obligations
| | -- | -----------------------------------------------------------------------------



The ASU also provides guidance on disclosures
that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue
recognition and cash flows arising from contracts with customers.  Qualitative and quantitative information is required about
the following:



| | 1. | Contracts with customers – including revenue and impairments recognized, disaggregation
of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the
remaining performance obligations)
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Significant judgments and changes in judgments – determining the timing of satisfaction
of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance
obligations
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Assets recognized from the costs to obtain or fulfill a contract.
| | -- | -----------------------------------------------------------------



ASU 2014-09 is effective for periods beginning
after December 15, 2016, including interim reporting periods within that reporting period for all public entities. Early
application is not permitted.



In June 2014, the FASB issued the FASB
Accounting Standards Update No. 2014-12 “Compensation—Stock Compensation (Topic 718): Accounting for Share-Based
Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”
(“ASU 2014-12”).



The amendments clarify the proper method
of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the
requisite service period.  The Update requires that a performance target that affects vesting and that could be achieved after
the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating
the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that
the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the
requisite service has already been rendered.





F-17







The amendments in this Update are effective
for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted.



In August 2014, the FASB issued the FASB
Accounting Standards Update No. 2014-15“Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure
of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).



In connection with preparing financial
statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions
or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern
within one year after the date that the financial statements are issued(or within one year after the date that the financial
statements are available to be issuedwhen applicable). Management’s evaluation should be based on relevant conditions
and events that are known and reasonably knowable at the date that the financial statements are issued(or at the date that
the financial statements are available to be issuedwhen applicable). Substantial doubt about an entity’s ability
to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable
that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements
are issued (or available to be issued). The term probableis used consistently with its use in Topic 450, Contingencies.



When management identifies conditions or
events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider
whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating
effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively
implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about
the entity’s ability to continue as a going concern.



If conditions or events raise substantial
doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration
of management’s plans, the entity should disclose information that enables users of the financial statements to understand
all of the following (or refer to similar information disclosed elsewhere in the footnotes):



| | a. | Principal conditions or events that raised substantial doubt about the entity’s ability to
continue as a going concern (before consideration of management’s plans)
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | Management’s evaluation of the significance of those conditions or events in relation to
the entity’s ability to meet its obligations
| | -- | -------------------------------------------------------------------------------------------------------------------------------------

| | c. | Management’s plans that alleviated substantial doubt about the entity’s ability to
continue as a going concern.
| | -- | ---------------------------------------------------------------------------------------------------------------



If conditions or events raise substantial
doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration
of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt
about the entity’s ability to continue as a going concernwithin one year after the date that the financial statements
are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial
statements to understand all of the following:



| | a. | Principal conditions or events that raise substantial doubt about the entity’s ability to
continue as a going concern
| | -- | ---------------------------------------------------------------------------------------------------------------------

| | b. | Management’s evaluation of the significance of those conditions or events in relation to
the entity’s ability to meet its obligations
| | -- | -------------------------------------------------------------------------------------------------------------------------------------

| | c. | Management’s plans that are intended to mitigate the conditions or events that raise substantial
doubt about the entity’s ability to continue as a going concern.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



The amendments in this Update are effective
for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application
is permitted.



In January 2015, the FASB issued the FASB
Accounting Standards Update No. 2015-01 “Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying
Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”).



This Update eliminates from GAAP the concept
of extraordinary items and the requirements in Subtopic 225-20 for reporting entities to separately classify, present, and disclose
extraordinary events and transactions.



The amendments in this Update are effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted
provided that the guidance is applied from the beginning of the fiscal year of adoption.





F-18







In February 2015, the FASB issued the FASB
Accounting Standards Update No. 2015-02 “Consolidation (Topic 810) - Amendments to the Consolidation Analysis”
(“ASU 2015-02”) to improve certain areas of consolidation guidance for reporting organizations (i.e., public,
private, and not-for-profit) that are required to evaluate whether to consolidate certain legal entities such as limited partnerships,
limited liability corporations, and securitization structures (e.g., collateralized debt/loan obligations).



All legal entities are subject to reevaluation
under the revised consolidation model. Specifically, the amendments:





| | · | Eliminating the presumption that a general partner should consolidate a limited partnership.
| | - | --------------------------------------------------------------------------------------------

| | · | Eliminating the indefinite deferral of FASB Statement No. 167, thereby reducing the number of Variable
Interest Entity (VIE) consolidation models from four to two (including the limited partnership consolidation model).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Clarifying when fees paid to a decision maker should be a factor to include in the consolidation
of VIEs. Note: a VIE is a legal entity in which consolidation is not based on a majority of voting rights.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Amending the guidance for assessing how related party relationships affect VIE consolidation analysis.
| | - | ------------------------------------------------------------------------------------------------------

| | · | Excluding certain money market funds from the consolidation guidance.
| | - | ---------------------------------------------------------------------



The amendments in this Update are effective
for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15,
2015. Early adoption is permitted, including adoption in an interim period.



Management does not believe that any recently
issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated
financial statements.



Note 3 – Going Concern



The Company elected to adopt early application
of Accounting Standards Update No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40):
Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).



The Company’s consolidated financial
statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization
of assets, and liquidation of liabilities in the normal course of business.



As reflected in the financial statements,
the Company had an accumulated deficit at June 30, 2015, a net loss and net cash used in operating activities for the year then
ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.



The Company is continuing operations and
hopes to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations.
While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional
funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its
ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way
of a public or private offering.



The financial statements do not include
any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern.



Note 4 – Inventories



Inventories consisted of the following:



|                  |  | June 30, 2015 |         |   | December 31, 2014 |  
|----------------- |  | ------------- | ------- | - | ----------------- | -
|                  |  |               |         |   |                   |  
|Raw materials     |  | $             | 214,098 |   |                   | $
|                  |  |               |         |   |                   |  
|Finished goods    |  |               | 205,434 |   |                   |  
|                  |  |               |         |   |                   |  
|Inventory reserve |  |               | (95,558 | ) |                   |  
|                  |  |               |         |   |                   |  
|                  |  | $             | 323,974 |   |                   | $





Slow-Moving
or Obsolescence Markdowns



The Company recorded
no inventory obsolescence adjustments for the six months ended June 30, 2015 and 2014.



Lower of
Cost or Market Adjustments



There were no cost or market adjustments that were included in cost of goods sold for the six months ended June 30, 2015
and 2014, respectively.





F-19







Note 5 – Property, Equipment, Leasehold Improvement, Software & Hardware and Management Agreement



(i)	Impairment





The Company completed its annual impairment
testing of property, equipment, leasehold improvement, software & hardware and management agreement and determined that there
was no impairment as the fair value of these assets, exceeded their carrying values at June 30, 2015.





(ii)	Depreciation and Amortization
Expense



Depreciation and amortization expense were
$76,040 and $61,188 for the reporting period ended June 30, 2015 and 2014, respectively.



Note 6 – Related Party Transactions



On June 19, 2015, the Company, via its
majority owned subsidiary, Speyside Holdings LLC, purchased a screening plant from FLS 3, Inc. FLS 3, Inc. is an entity solely
owned by Eugene Fernandez, a major shareholder, president and acting CFO of the Company. The screening plant was appraised for
$174,500 and was sold by FLS 3, Inc. to Speyside Holdings LLC for $160,000. FLS 3, Inc. delivered the screening plant and a bill
of sale to Speyside Holdings LLC and Speyside Holdings LLC tendered $20,000 and a promissory note for $140,000 to FLS 3, Inc. The
promissory note for the screening plant bears an interest rate of 5% per annum and a term of 36 months. On June 30, 2015, FLS 3
Inc., invoiced the Company for financial bookkeeping and reporting services that it paid on behalf of the Company for the first
six months of 2015.



Advances from Stockholders



From time to time, the stockholders of
the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due
on demand.



Notes Payable - Stockholders



Notes payable - Stockholders consisted
of the following:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | June 30, 2015 | December 31, 2014
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------- | -----------------
|On January 30, 2015 the Company issued a promissory note to a stockholder to memorialize (i) the receipt of the funds in the amount of $9,800 and (ii) the terms of note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand. This note remains outstanding                                                                                                                                                                        | $9,800        |                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |               |                  
|On various dates between the months of January and June, the
        Company issued 17 promissory notes to the same stockholder to memorialize (i) the receipt of the funds in the amount of $128,150
        and (ii) the terms of note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum until the note
        is fully repaid. The note is due on demand. Nine of these notes remain outstanding.                                                 | $79,900       |                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |               |                  
|On April 3, 2015 the Company Issued a note to a stockholder to memorialize (i) the receipt of the funds in the amount of $50,000 and (ii) the terms of note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand. This note remains outstanding.                                                                                                                                                                                    | $50,000       |                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |               |                  
|On May 11 2015, the Company Issued a note to a stockholder to memorialize (i) the availability of the funds in the amount of $500,000 or the amount disbursed to the company and (ii) the terms of note. As of June 30, 2015, $325,000 of the total available has been disbursed to the company. Pursuant to the terms and conditions, the note accrues at the rate of LIBOR (90 day) plus the Margin (4%) per annum and interest payments are due monthly. This note remains outstanding. | $325,000      |                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |               |                  
|On June 19, 2015, the Company Issued a note to a stockholder to acknowledge (i) the loan balance of $140,000 and (ii) the terms of note. Pursuant to the terms and conditions the note accrues compound interest at 5% per annum and is due on demand. The current balance of this note is $119,000.                                                                                                                                                                                       | $119,000      |                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |               |                  
|Total:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | $583,700      |                  





F-20







Note 7 – Commitments and Contingencies



Operating Lease



Operating Lease - Yaphank Facility



On August 10, 2011, effective September
1, 2011, the Company entered into a non-cancelable operating lease for office space expiring on March 31, 2017. On January 10,
2013 the Company has entered into a new lease with the Landlord to annex another adjacent portion of the facility at the current
location to expand its storage and remanufacturing capabilities expiring on March 31, 2017.



Future base rent minimum payments required
under this non-cancelable operating lease were as follows:





|Year ending December 31: |  |   |        
|------------------------ |  | - | -------
|                         |  |   |        
|2015 (6 months)          |  |   | 204,054
|                         |  |   |        
|2016                     |  |   | 422,392
|                         |  |   |        
|2017                     |  |   | 109,294
|                         |  |   |        
|                         |  | $ | 735,740



Deferred Rent



To induce the Company to enter into the
operating leases the Landlord granted free rent for the first two months of the occupancy for the original operating lease and
for the first six months of the occupancy for the new operating lease. The cumulative rent expense is recognized on a straight-line
basis over the duration of the initial terms of the lease.



Note 8 –Stockholders’ Equity
(Deficit)



Shares Authorized



The total number of shares of all classes
of stock which the Company is authorized to issue is Three Hundred and Ten Million (310,000,000) shares of which Ten Million (10,000,000)
shares shall be Preferred Stock, par value $0.001 per share, and Three Hundred Million (300,000,000) shares shall be Common Stock,
par value $0.001 per share.





F-21







Common Stock



Amendment to
the Articles of Incorporation to Effectuate a Reverse Stock Split



Effective March 7, 2014, the Board of Directors
and the majority voting stockholders adopted and approved a resolution to amend its Articles of Incorporation to effectuate a forward
split such that 10 shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior
to the Amendment (the “Split”).



All shares and per share amounts in the
financial statements have been adjusted to give retroactive effect to the Stock Split.



Issuance of Common
Stock



During the interim period ending June 30,
2015, the Company did not issue any new stock.



Note 9 – Concentrations and Credit
Risk



Customers and Credit Concentrations



Customer concentrations and credit concentrations
are as follows:





|           |  | Net Sales Six months ended |    |   | Accounts Receivable at | 
|---------- |  | -------------------------- | -- | - | ---------------------- | 
|           |  | June 30, 2015              |    |   | June 30, 2014          | 
|           |  |                            |    |   |                        | 
|Customer A |  |                            | 17 | % |                        | 
|           |  |                            |    |   |                        | 
|Customer B |  |                            | 9  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer C |  |                            | 7  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer D |  |                            | 5  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer E |  |                            | 4  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer F |  |                            | 3  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer G |  |                            | 3  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer H |  |                            | 3  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer I |  |                            | 3  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer J |  |                            | 3  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer K |  |                            | 3  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer L |  |                            | 3  | % |                        | 
|           |  |                            |    |   |                        | 
|Customer M |  |                            | 2  | % |                        | 
|           |  |                            | 65 | % |                        | 





F-22







A reduction in sales from or loss of such
customers would have a material adverse effect on the Company’s results of operations and financial condition.



Vendor Concentrations



Vendor purchase concentrations and accounts
payable concentration as follows:

|         |  | Net Purchases        |    |   | Accounts Payable | 
|-------- |  | -------------------- | -- | - | ---------------- | 
|         |  | The Six Months ended |    |   | At               | 
|         |  | June 30, 2015        |    |   | June 30, 2014    | 
|Vendor A |  |                      | 14 | % |                  | 
|         |  |                      |    |   |                  | 
|Vendor B |  |                      | 13 | % |                  | 
|         |  |                      |    |   |                  | 
|Vendor C |  |                      | 9  | % |                  | 
|         |  |                      |    |   |                  | 
|         |  |                      | 36 | % |                  | 



F-23







Note 10 – Segment Reporting



Reportable segments are components of an
enterprise about which separate financial information is available and that is evaluated regularly by the chief operating decision
maker in deciding how to allocate resources and in assessing performance. The Company's reportable segments are based on products
and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.



The Company operates in the following business
segments:



| | i. | Parent: the Company is responsible for the overall management of its returns management segment
and quarry operations segment.
| | -- | ------------------------------------------------------------------------------------------------------------------------------



| | ii. | Returns management: through the Company’s wholly owned subsidiary, Green Remanufacturing
Solutions LLC, this segment engages in reverse logistics, remanufacturing, repair and recovery, engineering/quality assurance,
warehousing and fulfillment, secondary market sales and e-commerce for retailers and manufacturers of major appliances, small appliances,
floor care products, air-conditioning/filtration products, small electronics, power tools and outdoor power equipment products.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii. | Quarry operations: through a company that the Company is a majority owner of, Speyside Holdings
LLC, this segment engages in the production and sale of crushed stone and aggregates to the New York City metro area.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company measures the segment profit
or loss and segment assets for each reportable segment as follows:



| | a. | The basis of accounting for any transactions between reportable segments: The Company allows reportable
segments to freely negotiate the terms and conditions of and carries out, on an arm's-length basis, any transactions between reportable
segments;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b. | The nature of any differences between the measurements of the reportable segments' profits or losses
and the public entity's consolidated income before income taxes, extraordinary items, and discontinued operations: There are no
material differences between the measurements of the reportable segments' profits or losses and the public entity's consolidated
income (loss) as the Company presently allocates minimal centrally incurred costs to the parent;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | The nature of any differences between the measurements of the reportable segments’ assets
and the public entity's consolidated assets: There were no difference between the measurements of the reportable segments’
assets and the public entity's consolidated assets as the Company does not have any jointly used assets;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | The nature of any changes from prior periods in the measurement methods used to determine reported
segment profit or loss and the effect, if any, of those changes on the measure of segment profit or loss: this is the first period
that the Company is engaging in segment reporting;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. | The nature and effect of any asymmetrical allocations to reportable segments: There were no asymmetrical
allocations to reportable segments as the Company does not allocate depreciation expense to a reportable segment without allocating
the related depreciable assets to that reportable segment.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





F-24









Progressive Green Solutions, Inc.

Assets
by Segments



|                                         |  | June 30, 2015 |      
|---------------------------------------- |  | ------------- | -----
|                                         |  | (Unaudited)   |      
|                                         |  |               |      
|                                         |  | Parent        |      
|ASSETS                                   |  |               |      
|CURRENT ASSETS                           |  |               |      
|Cash                                     |  | $             | 6,007
|Accounts receivable, net                 |  |               |      
|Inventories, net                         |  |               |      
|Advances to related party                |  |               |      
|Advance on purchases                     |  |               |      
|Prepayments
    and other current assets |  |               | 136  
|                                         |  |               |      
|Total current assets                     |  |               | 6,143
|                                         |  |               |      
|PROPERTY AND EQUIPMENT                   |  |               |      
|Property and equipment                   |  |               |      
|Accumulated
    depreciation             |  |               |      
|                                         |  |               |      
|Property and equipment,
    net          |  |               |      
|                                         |  |               |      
|SOFTWARE AND HARDWARE                    |  |               |      
|Software and hardware                    |  |               |      
|Accumulated
    amortization             |  |               |      
|                                         |  |               |      
|Software and hardware,
    net           |  |               |      
|                                         |  |               |      
|LEASEHOLD IMPROVEMENTS                   |  |               |      
|Leasehold improvements                   |  |               |      
|Accumulated
    amortization             |  |               |      
|                                         |  |               |      
|Leasehold improvements,
    net          |  |               |      
|                                         |  |               |      
|MANAGEMENT AGREEMENT                     |  |               |      
|Management agreement                     |  |               |      
|Accumulated
    amortization             |  |               |      
|                                         |  |               |      
|Management
    agreement, net            |  |               |      
|                                         |  |               |      
|OTHER ASSETS                             |  |               |      
|Security deposits                        |  |               |      
|Deposit on
    potential purchase        |  |               |      
|Total
    other assets                   |  |               |      
|                                         |  |               |      
|Total
    assets                         |  | $             | 6,143





See
accompanying notes to the consolidated financial statements.





F-25









Progressive
Green Solutions, Inc.

Operations
by Segment





|                                        |  | For
    the Six Months |         
|--------------------------------------- |  | ---------------------- | --------
|                                        |  | Ended                  |         
|                                        |  | June
    30, 2015      |         
|                                        |  | (Unaudited)            |         
|                                        |  | Parent                 |         
|NET REVENUE                             |  | $                      | -       
|                                        |  |                        |         
|COST OF GOODS SOLD                      |  |                        |         
|Cost of goods sold                      |  |                        |         
|                                        |  |                        |         
|COST OF GOODS SOLD                      |  |                        | -       
|                                        |  |                        |         
|GROSS MARGIN                            |  |                        | -       
|                                        |  |                        |         
|OPERATING EXPENSES:                     |  |                        |         
|Salaries and wages                      |  |                        |         
|Professional fees                       |  |                        | 129,376 
|Rent and occupancy                      |  |                        | -       
|Selling, general
    and administrative |  |                        | 18,911  
|                                        |  |                        |         
|Total operating
    expenses            |  |                        | 148,287 
|                                        |  |                        |         
|LOSS FROM OPERATIONS                    |  |                        | (148,287
|                                        |  |                        |         
|OTHER (INCOME) EXPENSE:                 |  |                        |         
|Interest income                         |  |                        |         
|Other expense                           |  |                        | 3,513   
|                                        |  |                        |         
|Other income                            |  |                        | -       
|                                        |  |                        |         
|Other (income) expense,
    net         |  |                        | (3,513  
|                                        |  |                        |         
|LOSS BEFORE INCOME TAX PROVISION        |  |                        | (151,800
|                                        |  |                        |         
|INCOME TAX PROVISION                    |  |                        | -       
|                                        |  |                        |         
|NET LOSS                                |  |                        | (151,800





F-26







Note 11 – Subsequent Events





The Company has evaluated all events that
occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.
The Management of the Company determined that there were no reportable subsequent events to be disclosed.







F-27









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



THE FOLLOWING DISCUSSION OF OUR PLAN
OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL
STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS
OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY
CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS
OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS.



Plan of Operation



Our plan of operations over the next twelve
months includes (i) increasing sales revenues; (ii) securing service contracts with consumer product manufacturers and service
providers; (iii) exploring the acquisitions of sand & gravel quarries, concrete plants, asphalt plants and construction companies;
(iv) reduce GRS LLC overhead; and (v) explore transportation alternatives for Speyside including in-house trucking and rail sidings.
In order to implement our plan of operation, we will need to obtain outside funding.



GRS LLC maintains a significant level of
inventory for a typical company of its size, and we are currently focusing a significant portion of our operations on sales to
reduce these levels. GRS LLC is continually looking at new supply sources of products for servicing, remanufacturing/refurbishing
and selling, but also remains active in pursuing service agreements with vendors, whereby GRS LLC will be charging vendors for
servicing their products. The service agreement business mode allows GRS LLC to increase revenue without the need to purchase inventory,
thereby reducing cash flow constraints. Contemporaneous with GRS concentrating on obtaining service contracts and it will also
be reducing its warehouse space in Yaphank, New York and will commence exploring new warehouse space that is proximate the major
northeast transportation corridors in Northern New Jersey.



The Company believes that it will need
a minimum of $3,300,000 to cover its planned operations over the next 12 months. This estimate includes (i) $1,500,000 to complete
the Speyside acquisition; (ii) $800,000 for working capital; and (iii) $1,000,000 for equipment and machinery.



Results of Operations



For the Six Months Ended June 30,
2015, Compared to the Six Months Ended June 30, 2014



Revenue

For the six months ended June
30, 2015, revenue from operations was $1,434,919, compared to $1,612,446 for the six months ended June 30, 2014, a decrease
of $177,527 (-11%). This decrease is related to the shifting of Green Remanufacturing Solutions LLC’s business
model from a) purchase consumer returns and reselling consumer returns into the secondary market to b) a fee service model
where Green Remanufacturing Solutions LLC refurbishes and/or remanufacturer consumer goods for third parties. It is
initially expected that Green Remanufacturing Solutions LLC’s revenues will decrease during this transition but will
ultimately culminate in a business model with reduced raw material risk, increased profitable and cash flows more in line
with a company of its size. It should be noted that revenue decrease would be greater during this period if it was not for the addition of the newly consolidated Speyside Holdings LLC. Speyside on its own
contributed $411,438 in revenue.



Cost of Goods



Our cost of goods for the six months ended
June 30, 2015, was $1,275,341 compared to $1,291,411 for the six months ended June 30, 2014, a decrease of 1%. On a consolidated
basis this figure appears consistent with the same time period a year ago, but it actually reflects a reduction to Green Remanufacturing
Solitons LLC’s COGS by 39% ($463,680) with the balance of the COGS 61% ($438,924) on a consolidated basis being attributable
to Speyside Holdings LLC ($438,924). COGS will continue to be disproportionately high for Speyside Holdings LLC until such time
as management is able to implement its capital plant at Speyside Holdings LLC to improve downtime and efficiency.



1






Gross Margin



For the six months ended June 30, 2015,
gross profit from sales was $159,578, compared to $321,035 for the six months ended June 30, 2014, resulting in a decrease of $161,457,
a 50% reduction. The decrease in gross profit is primarily related to disproportionately high COGS related to Speyside, as described
above. In addition to the aforementioned, the decrease in gross profits is also attributable to any increase in the price of raw
materials from Green Remanufacturing Solutions LLC’s vendors and the amount of product purchases from Green Remanufacturing
Solutions LLC’s vendors that could not be brought back to resalable condition and had to be scrapped. The precipitous increase
in the cost to Green Remanufacturing Solutions LLC by its vendors and the corresponding decrease in the quality of the product
Green Remanufacturing Solutions LLC had been receiving from its vendors is one of the drivers for management shifting the Green
Remanufacturing Solutions LLC business model from the purchase of returned consumer goods for refurbishing/remanufacturing and
resale to a fee for service model.



Operating Expenses



Total operating expenses for the six months
ended June 30, 2015 was $938,134, resulting in a net loss of $791,741, compared to total operating expenses of $1,151,757 for the
six months ended June 30, 2014, which resulted in a net loss of $846,390. The decrease in expenses of $213,618 (-19%.) is in step
with the reduction in sales volume at Green Remanufacturing Solutions LLC as well as cost savings resulting from staff reductions
and salary cuts at Green Remanufacturing Solutions LLC. Green Remanufacturing Solutions LLC is in the process of reducing its warehouse
space and identifying alternative warehouse space that is more economical and is located in a more robust transportation hub. The
losses stated for the six months ended June 30, 2015 do not reflect an addback of $17,881 (15%) for Speyside’s non-controlling
interest. After taking this addback into account, a net loss of $773,860 is attributable to the Company’s shareholders.



Liquidity and Capital Resources



We will require substantial additional
financing in order to execute our business expansion and development plans and we may require additional financing in order to
sustain substantial future business operations for an extended period of time. We currently do not have any firm arrangements for
financing and we may not be able to obtain financing when required, in the amounts necessary to execute on our plans in full, or
on terms which are economically feasible. If we are unable to obtain the necessary capital to pursue our strategic plan, we may
have to reduce the planned future growth of our operations.



As of June 30, 2015, the Company had a
cash balance of $40,473. The Company believes that such funds will be insufficient to fund its expenses over the next twelve months.
There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements
or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has
no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative
impact on its ability to remain a viable company. We currently have no commitments with any person for any capital expenditures.



Using an annualized figure of $4,427,000
for our operating costs, costs are approximately $368,917 a month. Given the amount of cash currently on hand, we expect our current
cash reserves to last for less than one month.



Our plan of operations over the next twelve
months includes (i) increasing sales revenue to $6,000,000; (ii) securing service contracts with consumer product manufacturers
and service providers; (iii) exploring the acquisitions of sand & gravel quarries, concrete plants, asphalt plants and construction
companies; (iv) reduce GRS LLC overhead; and (v) explore transportation alternatives for Speyside including in-house trucking and
rail sidings. In order to implement our plan of operation, we will need to obtain outside funding. The Company maintains a significant
level of inventory for a typical company of its size, and we are currently focusing a significant portion of our operations on
sales to reduce these levels. GRS LLC’s strategic vision is so shift from purchasing consumer returns to refurbishing consumer
goods for a fee. The service agreement business mode allows the Company to increase revenue without the need to purchase inventory,
thereby reducing cash flow constraints. Speyside’s strategic vision is to close on its purchase agreement with Highland Sand
& Gravel, Inc. and expand the sales of its crushed aggregate into the New York, New Jersey and Connecticut markets The Company
believes that it will need a minimum of $10,000,000 to cover its planned operations over the next 12 months.



2






While we have historically been funded
by management, there can be no assurance that we will be continued to funded by management or that such funding will be provided
on terms favorable to the Company.



Off Balance Sheet Arrangements



As of June 30, 2015, there were no off
balance sheet arrangements.



Basis of Presentation



The financial statements of the Company
are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the
United States.



Going Concern



We have incurred losses since inception
have net cash used from our operations through the year ended June 30, 2015. Further, the Company has inadequate working capital
to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders.



These factors raise substantial doubt about
the ability of the Company to continue as a going concern. Management is planning to raise necessary additional funds through loans
and additional sales of its common stock. There is no assurance that the Company will be successful in raising additional capital
or in further developing its operations.



Critical Accounting Policies and Estimates



Our financial statements and related public
financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”).
GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information
contained in our external disclosures including information regarding contingencies, risk and financial condition.  We
believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.
We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.
Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant
estimates made during the preparation of our financial statements.



Our significant accounting policies are summarized in [Note
2] of our financial statements. While all these significant accounting policies impact its financial condition and results of operations,
we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant
impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may
differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any
other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity
for the periods presented in this report.



Recent Accounting Pronouncements



There are no recent accounting pronouncements expected to affect
the Company.



3






Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements, financings,
or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).



Item 3. Quantitative and Qualitative
Disclosures About Market Risk.



We are a smaller reporting company as defined
by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.



Item 4. Controls and Procedures.



(a) Evaluation of Disclosure Controls
and Procedures



We maintain disclosure controls and procedures
designed to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of
1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC, and that such information is accumulated and communicated to our Principal Executive Officer
(“PEO”) and Principal Financial Officer (“PFO”), to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and
in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable
assurance of achieving the desired control objectives.



We carried out an evaluation, under the
supervision and with the participation of our management, including our PEO and PFO, of the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon that evaluation,
the PEO and PFO concluded that the Company’s disclosure controls and procedures were ineffective.



(b) Changes in Internal Control over
Financial Reporting



There have been no changes in our internal
controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during
the quarter ended June 30, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.



4






PART II – OTHER INFORMATION



Item 1. Legal Proceedings.



We are currently not involved in any litigation
that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting
our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in
their capacities as such, in which an adverse decision could have a material adverse effect.



Item 1A. Risk Factors.



We are a smaller reporting company as defined
by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.



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



The securities described above were offered
and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 of Regulation
D promulgated thereunder. The documents executed in connection with these issuances contain representations to support the Company’s
reasonable belief that the investors had access to information concerning the Company’s operations and financial condition,
the investors acquired the securities for their own account and not with a view to the distribution thereof in the absence of an
effective registration statement or an applicable exemption from registration, and that the investors are sophisticated within
the meaning of Section 4(2) of the Securities Act and are “accredited investors” (as defined by Rule 501 under the
Securities Act). In addition, the issuances did not involve any public offering; the Company made no solicitation in connection
with the sale other than communications with the investors; the Company obtained representations from the investors regarding their
investment intent, experience and sophistication; and the investors either received or had access to adequate information about
the Company in order to make an informed investment decision.



Item 3. Defaults Upon Senior Securities.



Not applicable.



Item 4. Mine Safety Disclosures.



Information regarding the Company's mine
safety violations and other legal matters disclosed in accordance with Section 1503 (a) of the Dodd-Frank Wall Street Reform and
Consumer Protection Act is included in Exhibit 95 to this Form 10-Q.



Item 5. Other Information.



On June 23, 2015, Anthony Williams, the
Chairman of the Company’s Board of Directors through his wholly owned entity Stonehenge Holdings LLC acquired a five percent
(5%) share of the equity of Speyside as an inducement for issuing the Company a $500,000.00 grid promissory note through an entity
owned and controlled by Mr. Williams Stonehenge Holdings LLC. After effectuating that transaction the Company owned eighty-five
percent (85%) of the equity of Speyside.



5






Item 6. Exhibits.



|Exhibit No. |  | Description                                                                                                                                                                          
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                                                      
|31.1        |  | Certification of Principal Executive and Principal Financial and Accounting Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002                          
|            |  |                                                                                                                                                                                      
|32.1        |  | Certification of Principal Executive and Principal Financial and Accounting Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|            |  |                                                                                                                                                                                      
|95          |  | Mine Safety Disclosures Required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.                                                                                   
|            |  |                                                                                                                                                                                      



6






SIGNATURES



In accordance with
the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                      | PROGRESSIVE GREEN SOLUTIONS, INC.
|--------------------- | ---------------------------------
|                      |                                  
|Date: August 19, 2015 | By:                              
|                      |                                  
|                      |