UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q

(Mark one)



xQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March 31,
2012



 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Transition Period From ____ to
____



Commission file number: 000-54568



GREEN BALLAST, INC.

(Exact name of registrant as specified
in its charter)



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



(901) 260-4400

(Registrant's telephone number, including
area code)



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



|Yes x | No  ̈
|----- | ----



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).



|Yes  ̈ | No  ̈
|----- | ----



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



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



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



|Yes  ̈ | No x
|----- | ----



As of May 14, 2012, there were 99,409,289
shares of common stock outstanding.











TABLE OF CONTENTS



|FORWARD-LOOKING STATEMENTS                                                                    | 1 
|--------------------------------------------------------------------------------------------- | --
|                                                                                              |   
|PART I                                                                                        |   
|FINANCIAL INFORMATION                                                                         | 2 
|                                                                                              |   
|Item 1.  Financial Statements                                                                 | 2 
|                                                                                              |   
|Item 2.  Management’s Discussion &  Analysis of Financial Condition and Results of Operations | 8 
|                                                                                              |   
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                           | 11
|                                                                                              |   
|Item 4.  Controls and Procedures                                                              | 11
|                                                                                              |   
|PART II                                                                                       |   
|OTHER INFORMATION                                                                             | 12
|                                                                                              |   
|Item 1.  Legal Proceedings                                                                    | 12
|                                                                                              |   
|Item 1A.  Risk Factors                                                                        | 12
|                                                                                              |   
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                          | 12
|                                                                                              |   
|Item 3.  Defaults Upon Senior Securities                                                      | 12
|                                                                                              |   
|Item 4.  Mine Safety Disclosures                                                              | 12
|                                                                                              |   
|Item 5.  Other Information                                                                    | 12
|                                                                                              |   
|Item 6.  Exhibits                                                                             | 13
|                                                                                              |   
|SIGNATURES                                                                                    | 15



i







FORWARD-LOOKING
STATEMENTS



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



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



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



1









PART
IFINANCIAL INFORMATION



Item 1.Financial
Statements



GREEN BALLAST, INC.

(A Development Stage Enterprise)



Condensed Balance
Sheets



(Unaudited)



|                                                                                                                         |  | March 31, |            |   | December 31, | 
|------------------------------------------------------------------------------------------------------------------------ |  | --------- | ---------- | - | ------------ | 
|                                                                                                                         |  | 2012      |            |   | 2011         | 
|Assets                                                                                                                   |  |           |            |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Current assets:                                                                                                          |  |           |            |   |              | 
|Cash and cash equivalents                                                                                                |  | $         | 82,974     |   |              | 
|Trade accounts receivable, net                                                                                           |  |           | 9,386      |   |              | 
|Inventories                                                                                                              |  |           | 758,109    |   |              | 
|Prepaid
    expenses and other                                                                                           |  |           | 11,815     |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Total current assets                                                                                                     |  |           | 862,284    |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Equipment and software, net                                                                                              |  |           | 43,176     |   |              | 
|Intangible assets, net                                                                                                   |  |           | 1,731,197  |   |              | 
|Other assets                                                                                                             |  |           | 4,450      |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Total
    assets                                                                                                         |  | $         | 2,641,107  |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Liabilities, Temporary Equity,
    and Permanent Deficit                                                                 |  |           |            |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Current liabilities:                                                                                                     |  |           |            |   |              | 
|Accounts payable and accrued
    expenses                                                                                |  | $         | 203,252    |   |              | 
|Dividends
    payable                                                                                                    |  |           | 8,000      |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Total current liabilities                                                                                                |  |           | 211,252    |   |              | 
|Long term debt                                                                                                           |  |           | 3,055,253  |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Total liabilities                                                                                                        |  |           | 3,266,505  |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Temporary equity:                                                                                                        |  |           |            |   |              | 
|Redeemable preferred stock, $1.00 par value:                                                                             |  |           |            |   |              | 
|Authorized 5,000,000 shares:                                                                                             |  |           |            |   |              | 
|3,000,000 shares designated
    as Series A; issued and outstanding 1,200,000 shares                                     |  |           | 1,200,000  |   |              | 
|                                                                                                                         |  |           |            |   |              | 
|Permanent deficit:                                                                                                       |  |           |            |   |              | 
|Common stock, $0.0001 par value. Authorized 245,000,000
    shares;                                                      |  |           |            |   |              | 
|issued and outstanding 97,918,400
    shares and 96,450,400 shares at March 31, 2012 and December 31, 2011, respectively |  |           | 4,042      |   |              | 
|Additional paid-in capital                                                                                               |  |           | 3,284,170  |   |              | 
|Deficit
    accumulated during the development stage                                                                     |  |           | (5,113,610 | ) |              | 
|                                                                                                                         |  |           |            |   |              | 
|Total permanent
    deficit                                                                                              |  |           | (1,825,398 | ) |              | 
|                                                                                                                         |  |           |            |   |              | 
|Total
    liabilities, temporary equity, and permanent deficit                                                           |  | $         | 2,641,107  |   |              | 



See accompanying notes to condensed
unaudited financial statements.



2







GREEN BALLAST,
INC.

(A Development
Stage Enterprise)



Condensed Statements
of Operations



(Unaudited)



|                                              |  |               |            |   | For the period | 
|--------------------------------------------- |  | ------------- | ---------- | - | -------------- | 
|                                              |  |               |            |   | from April 13, | 
|                                              |  | For the three |            |   | 2011           | 
|                                              |  | months ended  |            |   | (inception) to | 
|                                              |  | March 31,     |            |   | March 31,      | 
|                                              |  | 2012          |            |   | 2012           | 
|                                              |  |               |            |   |                | 
|Net sales                                     |  | $             | 31,492     |   |                | 
|Cost of sales                                 |  |               | 18,469     |   |                | 
|                                              |  |               |            |   |                | 
|Gross profit                                  |  |               | 13,023     |   |                | 
|                                              |  |               |            |   |                | 
|Selling, general, and administrative expenses |  |               | 1,463,130  |   |                | 
|                                              |  |               |            |   |                | 
|Loss from operations                          |  |               | (1,450,107 | ) |                | 
|                                              |  |               |            |   |                | 
|Interest expense, net                         |  |               | (182,325   | ) |                | 
|                                              |  |               |            |   |                | 
|Net loss                                      |  | $             | (1,632,432 | ) |                | 



See accompanying notes to condensed
unaudited financial statements.



3







GREEN BALLAST,
INC.

(A Development
Stage Enterprise)



Condensed Statement
of Stockholders’ Deficit



For the period
from April 13, 2011 (inception) to March 31, 2012



(Unaudited)



|                                           |  | Permanent
    deficit |            |  | Temporary
    equity |  
|------------------------------------------ |  | --------------------- | ---------- |  | -------------------- | -
|                                           |  |                       |            |  |                      |  
|                                           |  |                       |            |  |                      |  
|                                           |  |                       |            |  |                      |  
|                                           |  | Common
    stock      |            |  | Additional           |  
|                                           |  | Shares                |            |  | Amount               |  
|Initial capitalization                     |  |                       | 32,500,000 |  |                      | $
|Issuance of warrants in connection with    |  |                       |            |  |                      |  
|Gemini note                                |  |                       | —          |  |                      |  
|Stock awards to an advisor and consultants |  |                       | 3,350,000  |  |                      |  
|Restricted stock awards to employees       |  |                       | 56,150,000 |  |                      |  
|Issuance of common stock                   |  |                       | 4,450,400  |  |                      |  
|Adjustment to redemption value             |  |                       | —          |  |                      |  
|Dividends declared                         |  |                       | —          |  |                      |  
|Net loss                                   |  |                       | —          |  |                      |  
|                                           |  |                       |            |  |                      |  
|Balance, December 31, 2011                 |  |                       | 96,450,400 |  |                      |  
|Stock compensation for stock awards to     |  |                       |            |  |                      |  
|consultants                                |  |                       | —          |  |                      |  
|Stock compensation for restricted stock    |  |                       |            |  |                      |  
|awards to employees                        |  |                       | —          |  |                      |  
|Issuance of common stock                   |  |                       | 1,468,000  |  |                      |  
|Dividends declared                         |  |                       | —          |  |                      |  
|Net loss                                   |  |                       | —          |  |                      |  
|                                           |  |                       |            |  |                      |  
|Balance, March 31, 2012                    |  |                       | 97,918,400 |  |                      | $



See accompanying notes to condensed
unaudited financial statements.



4







GREEN BALLAST,
INC.

(A Development
Stage Enterprise)



Condensed Statement
of Cash Flows



(Unaudited)



|                                                                            |  |               |            |   | For the period | 
|--------------------------------------------------------------------------- |  | ------------- | ---------- | - | -------------- | 
|                                                                            |  |               |            |   | from April 13, | 
|                                                                            |  | For the three |            |   | 2011           | 
|                                                                            |  | months ended  |            |   | (inception) to | 
|                                                                            |  | March 31,     |            |   | March 31,      | 
|                                                                            |  | 2012          |            |   | 2012           | 
|Cash flows from operating activities:                                       |  |               |            |   |                | 
|Net loss                                                                    |  | $             | (1,632,432 | ) |                | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |               |            |   |                | 
|Amortization of intangibles                                                 |  |               | 31,668     |   |                | 
|Depreciation of equipment and software                                      |  |               | 7,612      |   |                | 
|Amortization of debt discounts                                              |  |               | 111,131    |   |                | 
|Stock awards to outside advisor and consultants                             |  |               | 10,179     |   |                | 
|Stock-based compensation expense                                            |  |               | 423,414    |   |                | 
|Changes in operating assets and liabilities:                                |  |               |            |   |                | 
|Trade accounts receivable                                                   |  |               | 11,999     |   |                | 
|Inventories                                                                 |  |               | (249,472   | ) |                | 
|Other assets                                                                |  |               | 259,228    |   |                | 
|Accounts payable and accrued expenses                                       |  |               | (48,821    | ) |                | 
|                                                                            |  |               |            |   |                | 
|Net cash used in operating
    activities                                   |  |               | (1,075,494 | ) |                | 
|                                                                            |  |               |            |   |                | 
|Cash flows from investing activities:                                       |  |               |            |   |                | 
|Acquisition of intellectual property                                        |  |               | —          |   |                | 
|Purchase of property and equipment                                          |  |               | (10,897    | ) |                | 
|                                                                            |  |               |            |   |                | 
|Net cash used in investing
    activities                                   |  |               | (10,897    | ) |                | 
|                                                                            |  |               |            |   |                | 
|Cash flows from financing activities:                                       |  |               |            |   |                | 
|Proceeds from issuance of long-term debt                                    |  |               | —          |   |                | 
|Proceeds from issuance of common stock                                      |  |               | 367,000    |   |                | 
|Proceeds from issuance of preferred stock                                   |  |               | —          |   |                | 
|Payment of stock issuance costs                                             |  |               | —          |   |                | 
|Payment of dividends                                                        |  |               | (24,000    | ) |                | 
|                                                                            |  |               |            |   |                | 
|Net cash provided by financing
    activities                               |  |               | 343,000    |   |                | 
|                                                                            |  |               |            |   |                | 
|(Decrease) increase in cash and cash equivalents                            |  |               | (743,391   | ) |                | 
|                                                                            |  |               |            |   |                | 
|Cash and cash equivalents, beginning of period                              |  |               | 826,365    |   |                | 
|                                                                            |  |               |            |   |                | 
|Cash and cash equivalents, end of period                                    |  | $             | 82,974     |   |                | 



See accompanying notes to condensed
unaudited financial statements.





5













GREEN BALLAST,
INC.

(A Development Stage Enterprise)



Notes to Condensed Unaudited Financial Statements



March 31, 2012



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



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



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



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



The Company has sustained operating
losses since its inception. Management believes that, based on its current cash position and the continued growth of its operations,
the Company will meet its financial obligations through March 31, 2013. Long-term liquidity is dependent upon the Company’s
ability to raise additional capital and/or achieve profitable operations.



| | (2) | Basis of Presentation
| | --- | ---------------------



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



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



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



(Continued)



6









GREEN BALLAST,
INC.

(A Development Stage Enterprise)



Notes to Condensed Unaudited Financial Statements



March 31, 2012



The condensed unaudited financial
statements have been prepared under Financial Accounting Standards Board Accounting Standards Codification 915, Development
Stage Entities. A development stage enterprise is one in which planned principal operations have not commenced, or if its operations
have commenced, there have been no significant revenues therefrom. As of March 31, 2012, the Company is a development stage
enterprise since the Company has not generated significant revenue from the sale of its products from its inception on April 13,
2011 through March 31, 2012. The Company has principally been devoted to developing the next generation of ballasts, raising
product awareness, and raising capital.



| | (3) | Common Stock Issuances
| | --- | ----------------------



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



During the first quarter of 2012,
the Company received subscriptions and issued 1,468,000 shares for proceeds totaling $367,000.



| | (4) | Subsequent Events
| | --- | -----------------



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



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



In May 2012, the Company received
subscriptions for 602,000 shares. The shares of common stock were offered at $0.25 per share and proceeds totaled $150,500.



7







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



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



Overview



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



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



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



Critical Accounting Policies and Estimates



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



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



Revenues



We recognize revenue when all of the following
conditions exist: (i) persuasive evidence of an arrangement between us and our customer, (ii) delivery has occurred,
(iii) the revenue amount is determinable, and (iv) collection is reasonably assured. Valuation allowances are established
for estimated returns, allowances, and discounts at the time revenue is recognized.



Product Warranties



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



8







Income Taxes



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



Impairment of Long-Lived Assets



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



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



Results of Operations



Since our inception on April 13, 2011, we
have focused our efforts on building our business operations and making further refinements and developments to our technology.
We have not generated any significant revenues and have used cash realized from our initial capitalization, borrowings and from
our recent private offerings to fund our operating expenses. For the three months ended March 31, 2012, we generated an operating
loss of $1,450,107. During this period, our net sales were $31,492, cost of sales was $18,469 and our gross profit was $13,023.
Our net sales were negatively impacted by our decision to modify our sales strategy to focus on original equipment manufacturers
and energy service companies. We determined that these customers present us with greater potential for long-term growth and product
sales as these customers are more likely to jointly market our products to the customer. As a result of our shift in strategy,
it will take more time to penetrate these markets and generate product sales. We have been encouraged by our progress during the
first quarter of 2012, and in April 2012, we announced the decision by Apollo Lighting, an established original equipment manufacturer
of lighting products based in New York City, to incorporate our ballasts into their product offerings.



Our selling, general and administrative
expenses were $1,463,130, resulting in our operating loss of $1,450,107. These expenses included $433,593 of compensation expense
related to our restricted stock awards to employees and consultants, $258,104 of product development expenses, $43,846 of employee
benefits and taxes, $150,411 of amortization of intangibles and debt discounts and depreciation expenses, and $577,176 of general
and administrative expenses. At March 31, 2012, we had approximately $1,286,717 of total unrecognized compensation costs related
to stock awards granted under our Restricted Stock Plan. We recognize a portion of these costs ratably over a service period of
between 10-35 months. Our selling, general and administrative expenses increased during the first quarter of 2012 primarily due
to our hiring of three additional sales personnel to implement our revised sales strategy and five engineers to assist with further
development and enhancements of our products.



9







We expect to begin generating meaningful
revenue from product sales in the 4th quarter of 2012. However, we expect to continue generating net losses through
2012. Our ability to become profitable depends on our success in generating sufficient revenue from sales of our products to pay
our ongoing expenses.



Liquidity and Capital Resources



As of March 31, 2012, we had cash and cash
equivalents of $82,974 and working capital of $651,032. Since our inception, we have financed operations through issuance of debt
and sales of equity securities. For the three months ended March 31, 2012, we used $1,075,494 of cash for operations. Net cash
provided by financing activities totaled $343,000 during the three months ended March 31, 2012. We generated this net cash from
proceeds received from sales of our common stock.



During February 2012, we conducted a private
placement of our common stock to accredited investors resulting in the issuance of 1,468,000 shares of common stock, for gross
cash proceeds of $367,000. The purchase price for each share was $0.25.



Management has estimated that our cash on
hand as of March 31, 2012 and cash we expect to generate from product sales and capital raising efforts and cash we will save through
implementation of cost reduction measures are sufficient to sustain our operations for at least the next 12 months.Our
fixed charges for the next twelve months are interest expense of $260,000 and dividend payments on our redeemable preferred stock
of $112,000. Our management recognizes that we must significantly increase our product sales or obtain additional capital from
other sources in order to achieve profitable operations and fund our cash requirements. We may obtain that capital through additional
sales of our common stock or through debt funding. We continue to engage in efforts to raise additional capital through a private
placement of equity or through institutional lenders that specialize in financing early stage companies. However, no assurances
can be given that additional capital, when needed, will be available or acquired upon terms acceptable to us.



Off-Balance Sheet Arrangements



As of March 31, 2012, we had no off-balance
sheet arrangements that have, or are reasonably likely to have a current or future effect on our financial conditions, results
of operations, liquidity, capital expenditures or capital resources.



Recent Developments



On April 13, 2012, the Financial Industry
Regulatory Authority (“FINRA”) issued our company a stock trading symbol, “GBLL.” Our common stock is now
quoted on the over-the-counter bulletin board.



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



In April 2012, Gemini converted an aggregate
of $200,000 of its $1.8 million convertible debt into common stock of the Company. As a result, our indebtedness to both Gemini
and GBL under existing promissory notes have been reduced by $200,000 each. The remaining principal outstanding under each of these
previously issued promissory notes is $1.6 million each. Since a trading market has developed for our common stock, we anticipate
that Gemini will convert additional indebtedness during the year, which will further reduce our long-term debt owed to both Gemini
and GBL.



10







Item 3.Quantitative
and Qualitative Disclosures About Market Risk



Not required for smaller reporting companies.



Item 4.Controls
and Procedures



Disclosure Controls and Procedures



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



Internal Control Over Financial Reporting



There has been no change in the Company’s
internal control over financial reporting during the quarter ended March 31, 2012, that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting.



11







PART
IIOTHER INFORMATION



Item 1.Legal
Proceedings



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



Item 2.Risk
Factors



Not required for smaller reporting companies.



Item 3.Unregistered
Sales of Equity Securities and Use of Proceeds



Between February 1, 2012 and February 17,
2012, we issued 1,468,000 shares of our common stock for $0.25 per share (for an aggregate offering price of $367,000) to accredited
investors in connection with a private offering.



The offers, sales and issuances of the securities
described above were deemed to be exempt from registration under the Securities Act of 1933 in reliance on Rule 506 of Regulation
D, in that the issuance of securities to the accredited investors did not
involve a public offering, and on Section 4(2) of the Securities Act. The recipient of securities in each of these issuances acquired
the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate
legends were affixed to the securities issued in these transactions.



Item 4.Defaults
Upon Senior Securities



None.



Item 5.Mine
Safety Disclosures



Not applicable.



Item 6.Other
Information



None.



12







Item 7.Exhibits



|Exhibit No.  |  | Description                                                                                                                                                                                                                                           
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 4.1  |  | Amendment No. 3 to Green Ballast, Inc., 8% Senior Secured Convertible Note, dated as of January 31, 2012 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 3, 2012)                             
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 4.2  |  | Amendment No. 4 to Green Ballast, Inc., 8% Senior Secured Convertible Note, dated as of February 29, 2012 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 5, 2012)                               
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 4.3  |  | Amendment No. 5 to Green Ballast, Inc., 8% Senior Secured Convertible Note dated March 31, 2012 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 3, 2012)                                         
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 4.4  |  | Amendment No. 3 to Green Ballast, Inc., 8% Senior Secured Note, dated as of January 31, 2012 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 3, 2012)                                         
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 4.5  |  | Amendment No. 4 to Green Ballast, Inc., 8% Senior Secured Note, dated as of February 29, 2012 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 5, 2012)                                           
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 4.6  |  | Amendment No. 5 to Green Ballast, Inc., 8% Senior Secured Note dated March 31, 2012 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 3, 2012)                                                     
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 4.7  |  | Amendment No.1 to Warrants dated March 28, 2012 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 3, 2012)                                                                                         
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 10.1 |  | Amendment No. 3 to Asset Purchase Agreement, dated  as of January 31, 2012, between Green Ballast, Inc., and Gemini Master Fund, Ltd (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 2012)
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 10.2 |  | Amendment No. 4 to Asset Purchase Agreement, dated  as of February 29, 2012, between Green Ballast, Inc., and Gemini Master Fund, Ltd (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 5, 2012)  
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 10.3 |  | Amendment No. 5 to Asset Purchase Agreement dated March 31, 2012 between Green Ballast, Inc. and Gemini Master Fund, Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2012)              
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 10.4 |  | Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and Gemini Master Fund, Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 3, 2012)                
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 10.5 |  | Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and GB Solutions, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 3, 2012)                       
|             |  |                                                                                                                                                                                                                                                       
|Exhibit 10.6 |  | Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and J. Kevin Adams (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 3, 2012)                          
|             |  |                                                                                                                                                                                                                                                       



13







|Exhibit 10.7 |  | Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and William Bethell (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 3, 2012)
|------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |  |                                                                                                                                                                                                                              
|Exhibit 10.8 |  | Lock-Up and Resale Restriction Agreement dated March 28, 2012, between Green Ballast, Inc. and Daniel L. Brown (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 3, 2012)
|             |  |                                                                                                                                                                                                                              
|Exhibit 31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 #                                                                                                                         
|             |  |                                                                                                                                                                                                                              
|Exhibit 31.2 |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 #                                                                                                                         
|             |  |                                                                                                                                                                                                                              
|Exhibit 32.1 |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 #                                                                                                                         
|             |  |                                                                                                                                                                                                                              
|Exhibit 32.2 |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 #                                                                                                                         










#	         Filed herewith



14







SIGNATURES



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



Date: May 15, 2012



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



15