UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

(Amendment No. 1)



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



For the quarterly period ended:March
31, 2014



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 xNo
 ̈



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 xNo  ̈



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 May 16, 2014, there were 31,389,603
shares outstanding of the registrant’s common stock.



Explanatory Note: The
Registrant is filing this Form 10-Q/A to fix clerical errors contained in Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations. No other changes have been made to the 10-Q, and this Amendment has not
been updated to reflect events occurring subsequent to the filing of the 10-Q.











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                    



2







Progressive Green Solutions, Inc.



March 31, 2014 and 2013



Index to the Consolidated Financial Statement



|Contents                                                                                                        
|----------------------------------------------------------------------------------------------------------------
|                                                                                                                
|                                                                                                                
|Consolidated Balance Sheets at March 31, 2014 (Unaudited) and December 31, 2013                                 
|                                                                                                                
|Consolidated Statements of Operations for the Three Months Ended March 31, 2014 and 2013 (Unaudited)            
|                                                                                                                
|Consolidated Statement of Stockholders’ Equity (Deficit) for the Interim Period Ended March 31, 2014 (Unaudited)
|                                                                                                                
|Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2014 and 2013 (Unaudited)             
|                                                                                                                
|Notes to the Consolidated Financial Statement (Unaudited)                                                       



F-1







Progressive Green Solutions, Inc.

Consolidated Balance Sheets



|                                                                                                                                    |  | March 31, 2014 |            |   | December 31, 2013 |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | - | ----------------- | -
|                                                                                                                                    |  | (Unaudited)    |            |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|ASSETS                                                                                                                              |  |                |            |   |                   |  
|CURRENT ASSETS                                                                                                                      |  |                |            |   |                   |  
|Cash                                                                                                                                |  | $              | 1,128,227  |   |                   | $
|Accounts receivable                                                                                                                 |  |                | 379,059    |   |                   |  
|Inventories                                                                                                                         |  |                | 834,569    |   |                   |  
|Advance on purchases                                                                                                                |  |                | 154,042    |   |                   |  
|Prepayments and other current assets                                                                                                |  |                | 47,337     |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Total current assets                                                                                                                |  |                | 2,543,234  |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|PROPERTY AND EQUIPMENT                                                                                                              |  |                |            |   |                   |  
|Property and equipment                                                                                                              |  |                | 54,966     |   |                   |  
|Accumulated depreciation                                                                                                            |  |                | (3,929     | ) |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Property and equipment, net                                                                                                         |  |                | 51,037     |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|SOFTWARE AND HARDWARE                                                                                                               |  |                |            |   |                   |  
|Software and hardware                                                                                                               |  |                | 140,324    |   |                   |  
|Accumulated amortization                                                                                                            |  |                | (19,302    | ) |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Software and hardware, net                                                                                                          |  |                | 121,022    |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|LEASEHOLD IMPROVEMENTS                                                                                                              |  |                |            |   |                   |  
|Leasehold improvements                                                                                                              |  |                | 539,623    |   |                   |  
|Accumulated amortization                                                                                                            |  |                | (166,228   | ) |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Leasehold improvements, net                                                                                                         |  |                | 373,395    |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|OTHER ASSETS                                                                                                                        |  |                | 34,693     |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Total assets                                                                                                                        |  | $              | 3,123,381  |   |                   | $
|                                                                                                                                    |  |                |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                      |  |                |            |   |                   |  
|CURRENT LIABILITIES                                                                                                                 |  |                |            |   |                   |  
|Accounts payable and accrued expenses                                                                                               |  | $              | 788,016    |   |                   | $
|Notes payable - stockholders                                                                                                        |  |                | 1,674      |   |                   |  
|Advances from stockholders                                                                                                          |  |                | 273,950    |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Total current liabilities                                                                                                           |  |                | 1,063,640  |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Total liabilities                                                                                                                   |  |                | 1,063,640  |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|COMMITMENTS AND CONTINGENCIES                                                                                                       |  |                |            |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|STOCKHOLDERS' 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; 31,389,603 and 23,303,920 shares issued and outstanding, respectively |  |                | 31,390     |   |                   |  
|Additional paid-in capital                                                                                                          |  |                | 4,562,286  |   |                   |  
|Accumulated deficit                                                                                                                 |  |                | (2,533,935 | ) |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Total stockholders' equity (deficit)                                                                                                |  |                | 2,059,741  |   |                   |  
|                                                                                                                                    |  |                |            |   |                   |  
|Total liabilities and stockholders' equity (deficit)                                                                                |  | $              | 3,123,381  |   |                   | $



See accompanying notes to the
financial statements.



F-2







Progressive Green Solutions, Inc.

Consolidated Statements
of Operations



|                                                               |  | For the Three Months |            |   | For the Three Months |  
|-------------------------------------------------------------- |  | -------------------- | ---------- | - | -------------------- | -
|                                                               |  | Ended                |            |   | Ended                |  
|                                                               |  | March 31, 2014       |            |   | March 31, 2013       |  
|                                                               |  |                      |            |   |                      |  
|NET REVENUE                                                    |  | $                    | 756,484    |   |                      | $
|                                                               |  |                      |            |   |                      |  
|COST OF GOODS SOLD                                             |  |                      | 322,412    |   |                      |  
|                                                               |  |                      |            |   |                      |  
|GROSS MARGIN                                                   |  |                      | 434,072    |   |                      |  
|                                                               |  |                      |            |   |                      |  
|OPERATING EXPENSES:                                            |  |                      |            |   |                      |  
|Salary and wages                                               |  |                      | 209,601    |   |                      |  
|Professional fees                                              |  |                      | 60,472     |   |                      |  
|Rent                                                           |  |                      | 100,409    |   |                      |  
|General and administrative                                     |  |                      | 141,956    |   |                      |  
|                                                               |  |                      |            |   |                      |  
|Total operating expenses                                       |  |                      | 512,439    |   |                      |  
|                                                               |  |                      |            |   |                      |  
|LOSS FROM OPERATIONS                                           |  |                      | (78,366    | ) |                      |  
|                                                               |  |                      |            |   |                      |  
|OTHER (INCOME) EXPENSE:                                        |  |                      |            |   |                      |  
|Other (income) expense                                         |  |                      | -          |   |                      |  
|                                                               |  |                      |            |   |                      |  
|Other (income) expense, net                                    |  |                      | -          |   |                      |  
|                                                               |  |                      |            |   |                      |  
|LOSS BEFORE INCOME TAX PROVISION                               |  |                      | (78,366    | ) |                      |  
|                                                               |  |                      |            |   |                      |  
|INCOME TAX PROVISION                                           |  |                      | -          |   |                      |  
|                                                               |  |                      |            |   |                      |  
|NET LOSS                                                       |  | $                    | (78,366    | ) |                      | $
|                                                               |  |                      |            |   |                      |  
|Net loss per common share - Basic and diluted                  |  | $                    | (0.00      | ) |                      | $
|                                                               |  |                      |            |   |                      |  
|Weighted average common shares outstanding - Basic and diluted |  |                      | 25,460,372 |   |                      |  



See accompany notes to the
financial statements



F-3







Progressive Green Solutions, Inc.

Consolidated Statement of Stockholders'
Equity (Deficit)

For the Interim Period Ended March 31, 2014



|                                                                            |  |                               |            |  | Additional |   |        |         |  |   | Total               |  
|--------------------------------------------------------------------------- |  | ----------------------------- | ---------- |  | ---------- | - | ------ | ------- |  | - | ------------------- | -
|                                                                            |  | Common Stock Par Value $0.001 |            |  | Paid-In    |   |        |         |  |   | Stockholders'       |  
|                                                                            |  | Number of Shares              |            |  | Amount     |   |        | Capital |  |   | Accumulated Deficit |  
|                                                                            |  |                               |            |  |            |   |        |         |  |   |                     |  
|Balance, December 31, 2012                                                  |  |                               | 23,303,920 |  |            | $ | 23,304 |         |  | $ | 2,304,088           |  
|                                                                            |  |                               |            |  |            |   |        |         |  |   |                     |  
|Net loss                                                                    |  |                               |            |  |            |   |        |         |  |   |                     |  
|                                                                            |  |                               |            |  |            |   |        |         |  |   |                     |  
|Balance, December 31, 2013                                                  |  |                               | 23,303,920 |  |            |   | 23,304 |         |  |   | 2,304,088           |  
|                                                                            |  |                               |            |  |            |   |        |         |  |   |                     |  
|Reverse acquisition adjustment                                              |  |                               | 4,560,003  |  |            |   | 4,560  |         |  |   | (6,273              | )
|                                                                            |  |                               |            |  |            |   |        |         |  |   |                     |  
|Issuance of common shares for cash at $0.75 per share, net of issuance cost |  |                               | 3,525,680  |  |            |   | 3,526  |         |  |   | 2,264,471           |  
|                                                                            |  |                               |            |  |            |   |        |         |  |   |                     |  
|Net loss                                                                    |  |                               |            |  |            |   |        |         |  |   |                     |  
|                                                                            |  |                               |            |  |            |   |        |         |  |   |                     |  
|Balance, March 31, 2014                                                     |  |                               | 31,389,603 |  |            | $ | 31,390 |         |  | $ | 4,562,286           |  



See accompanying notes to the financial
statements.



F-4







Progressive Green Solutions, Inc.

Consolidated Statements of Cash
Flows



|                                                                                         |  | For the Three Months |           |   | For the Three Months |  
|---------------------------------------------------------------------------------------- |  | -------------------- | --------- | - | -------------------- | -
|                                                                                         |  | Ended                |           |   | Ended                |  
|                                                                                         |  | March 31, 2014       |           |   | March 31, 2013       |  
|                                                                                         |  |                      |           |   |                      |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |                      |           |   |                      |  
|Net loss                                                                                 |  | $                    | (78,366   | ) |                      | $
|                                                                                         |  |                      |           |   |                      |  
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities |  |                      |           |   |                      |  
|Depreciation and amortization expense                                                    |  |                      | 28,583    |   |                      |  
|Changes in operating assets and liabilities:                                             |  |                      |           |   |                      |  
|Accounts receivable                                                                      |  |                      | (101,457  | ) |                      |  
|Inventories                                                                              |  |                      | (286,294  | ) |                      |  
|Advance on purchases                                                                     |  |                      | (154,042  | ) |                      |  
|Prepayments and other current assets                                                     |  |                      | (157      | ) |                      |  
|Bank overdraft                                                                           |  |                      | -         |   |                      |  
|Accounts payable and accrued expenses                                                    |  |                      | (70,616   | ) |                      |  
|                                                                                         |  |                      |           |   |                      |  
|NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                      |  |                      | (662,349  | ) |                      |  
|                                                                                         |  |                      |           |   |                      |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |                      |           |   |                      |  
|Purchase of property and equipment                                                       |  |                      | (14,404   | ) |                      |  
|Purchase of software and hardware                                                        |  |                      | (19,232   | ) |                      |  
|                                                                                         |  |                      |           |   |                      |  
|NET CASH USED IN INVESTING ACTIVITIES                                                    |  |                      | (33,636   | ) |                      |  
|                                                                                         |  |                      |           |   |                      |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |                      |           |   |                      |  
|Advances from (repayment to) stockholders'/members                                       |  |                      | (292,186  | ) |                      |  
|Notes payable to members                                                                 |  |                      | (225,000  | ) |                      |  
|Proceeds from issuance of Common Stock                                                   |  |                      | 2,267,997 |   |                      |  
|Retirement of common stock                                                               |  |                      | -         |   |                      |  
|Reverse acquisition adjustment                                                           |  |                      | (1,713    | ) |                      |  
|                                                                                         |  |                      |           |   |                      |  
|NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                      |  |                      | 1,749,098 |   |                      |  
|                                                                                         |  |                      |           |   |                      |  
|NET CHANGE IN CASH                                                                       |  |                      | 1,053,113 |   |                      |  
|                                                                                         |  |                      |           |   |                      |  
|Cash at beginning of the reporting period                                                |  |                      | 75,114    |   |                      |  
|                                                                                         |  |                      |           |   |                      |  
|Cash at end of the reporting period                                                      |  | $                    | 1,128,227 |   |                      | $
|                                                                                         |  |                      |           |   |                      |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:                                       |  |                      |           |   |                      |  
|Interest paid                                                                            |  | $                    | -         |   |                      | $
|Income tax paid                                                                          |  | $                    | -         |   |                      | $



See accompanying notes to the
financial statements.



F-5







Progressive Green Solutions, Inc.

March 31, 2014 and 2013

Notes to the Consolidated Financial Statements

(Unaudited)



Note 1 – Organization and Operations



MarketingMobileText, Inc.



MarketingMobileText, Inc., (''MMTX"
or the “Company”) was incorporated on August 26, 2011 under the laws of the State of Nevada.



Amendments to the Articles of Incorporation



On March 7, 2014, MMTX authorized an amendment
to its Articles of Incorporation (the “Amendment”) to (i) change its name to Progressive Green Solutions, Inc., (ii)
to increase the number of its authorized shares of capital stock from 300,000,000 to 310,000,000 shares of which 300,000,000 shares
were designated common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 shares were designated
“blank check” preferred stock, par value $0.001 per share (the “Preferred Stock”) and (iii) 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”).



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.



Acquisition of Green Remanufacturing
LLC Treated as a Reverse Acquisition



On March 7, 2014, MMTX entered into and
consummated the Agreement and Plan of Share Exchange (the “Exchange Agreement”) with Slimko Holdings LLC, the then
principal stockholder of the Registrant (the “then Majority Shareholder”), GRS LLC and the members of GRS LLC (the
“Exchange”), whereby MMTX acquired all of the issued and outstanding membership interests of GRS LLC in exchange (the
“Exchange”) for 23,303,920 shares of the Company’s Common Stock. Pursuant to the terms of the Exchange Agreement,
the Company’s then Majority Shareholder agreed to retire 9,944,000 of the 10,000,000 shares of Common Stock of the Company
held immediately prior to the Exchange. The shares issued represented approximately 83.6% of the issued and outstanding common
stock immediately after the consummation of the Exchange Agreement.



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.



F-6







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.



Basis of Presentation - Unaudited
Interim Financial Information



The accompanying unaudited interim financial
statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States
Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they
do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited
interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion
of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not
necessarily indicative of the results for the full year.  These financial statements should be read in conjunction with
the financial statements of the Company for the year ended December 31, 2013 and notes thereto contained in the Company’s
Current Report on Form 8-K as filed with the SEC on March 13, 2014.



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:
(i) significant under-performance or losses of assets relative to expected historical or projected future operating results;
(ii) 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; (iii) significant negative industry
or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price
for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment
indicators at least annually and more frequently upon the occurrence of such events.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-7







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.



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
|------------------------------------------------- |  | -------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------
|                                                  |  |                                                                      |  |                                                                                                                              |  |                              
|                                                  |  |                                                                      |  | March 31, 2012                                                                                                               |  |                              
|Green Remanufacturing LLC                         |  | The State of Delaware                                                |  | (March 7, 2014)                                                                                                              |  | 100%                         
|                                                  |  |                                                                      |  |                                                                                                                              |  |                              
|                                                  |  |                                                                      |  | November 29, 2012                                                                                                            |  |                              
|Appliancesplace, com, LLC                         |  | The State of New York                                                |  | (March 7, 2014)                                                                                                              |  | 100%                         



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:



F-8







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



Carrying Value, Recoverability and
Impairment of Long-Lived Assets



The Company has adopted paragraph 360-10-35-17
of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property,
and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.



The Company assesses the recoverability
of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or
group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if
any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using
the asset’s expected future discounted cash flows or market value, if readily determinable. When 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: (i) significant under-performance or losses
of assets relative to expected historical or projected future operating results; (ii) 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; (iii) significant negative industry or economic trends; (iv) increased
competitive pressures; and (v) regulatory changes. The Company evaluates acquired assets for potential impairment indicators
at least annually and more frequently upon the occurrence of such events.



F-9







The key assumptions used in management’s
estimates of projected cash flow deal largely with forecasts of sales levels, gross margins, and operating costs. These forecasts
are typically based on historical trends and take into account recent developments as well as management’s plans and intentions.
Any difficulty in sourcing raw materials on a cost effective basis would significantly impact the projected future cash flows of
the Company’s manufacturing facilities and potentially lead to an impairment charge for long-lived assets. Other factors,
such as increased competition or a decrease in the desirability of the Company’s products, could lead to lower projected
sales levels, which would adversely impact cash flows. A significant change in cash flows in the future could result in an impairment
of long lived assets.



The impairment charges, if any, is included
in operating expenses in the accompanying statements of income and comprehensive income (loss).



Cash Equivalents



The Company considers all highly liquid
investments with maturities of three months or less at the time of purchase to be cash equivalents.



Accounts Receivable and Allowance
for Doubtful Accounts



Accounts receivable are recorded at the
invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards
Codification to estimate the allowance for doubtful accounts. The Company 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 economic conditions.



Pursuant to paragraph 310-10-50-2 of the
FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have
been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting
Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.



Outstanding account balances are reviewed
individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable
credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses,
if any.



The Company had no bad debt expense for
the reporting period ended March 31, 2014 or 2013.



The Company does not have any off-balance-sheet
credit exposure to its customers.



Advance on Purchases



Advance on purchases primarily represent
amounts paid to vendors for future delivery of products ranging from three (3) months to nine (9) months, all of which were fully
or partially refundable depending upon the terms and conditions of the purchase agreements. There is one such arrangement in place.



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.



F-10







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.



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 (*) | 6                              | 
|                          |                                | 
|Property and equipment    | 7-15                           | 
|                          |                                | 
|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.



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; 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 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.



Commitment 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 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 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.



F-12







Loss contingencies considered remote are
generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe,
based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial
position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely
affect the Company’s business, financial position, and results of operations or cash flows.



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 sales tax as the Company sells to wholesale distributors and
is thereby exempt from sales tax. 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 sales tax as well.



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.



Income Tax Provision



The Company was a limited
liability company, until March 7, 2014 during which time the Company was treated as a pass-through
entity for income tax purposes.  The operating results prior to March 7, 2014 of LLC were included in the income tax return
of the Company’s members.As a result, no provision for income taxes
has been made in the financial statements.



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.



F-13







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.



Uncertain Tax Positions



The Company did not take any uncertain
tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25
for the reporting period ended March 31, 2014.



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 (“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.



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 throughthe date when the financial statements are issued.



Recently Issued Accounting Pronouncements



In April 2014, the FASB issued ASU No.
2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued
Operations and Disclosures of Disposals of Components of an Entity.The amendments in
this Update change the requirements for reporting discontinued operations in Subtopic 205-20.



Under the new guidance, a discontinued
operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale
and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.”
The ASU states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line
of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Although “major” is not
defined, the standard provides examples of when a disposal qualifies as a discontinued operation.



The ASU also requires additional disclosures
about discontinued operations that will provide more information about the assets, liabilities, income and expenses of discontinued
operations. In addition, the ASU requires disclosure of the pre-tax profit or loss attributable to a disposal of an individually
significant component of an entity that does not qualify for discontinued operations presentation in the financial statements.



F-14







The ASU is effective for public business
entities for annual periods beginning on or after December 15, 2014, and interim periods within those years.



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



Note 3 – Going Concern



The consolidated financial statements have
been prepared assuming that the Company 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 consolidated financial
statements, the Company had an accumulated deficit at March 31, 2014, a net loss and net cash used in operating activities for
the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going
concern.



The Company is continuing operations 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 consolidated 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:



|                  |  | March 31, 2014 |          |   | December 31, 2013 |  
|----------------- |  | -------------- | -------- | - | ----------------- | -
|                  |  |                |          |   |                   |  
|Raw materials     |  | $              | 316,962  |   |                   | $
|                  |  |                |          |   |                   |  
|Finished goods    |  |                | 638,140  |   |                   |  
|                  |  |                |          |   |                   |  
|Inventory Reserve |  |                | (120,533 | ) |                   |  
|                  |  | $              | 834,569  |   |                   | $



The Company recorded $0 inventory obsolescence
adjustments for the three months ended March 31, 2014 and 2013.



Lower of Cost or Market Adjustments



There was no lower of cost or market adjustments
for the reporting period ended March 31, 2014 or 2013.



Note 5 – Property and Equipment



Property and equipment, stated at cost,
less accumulated depreciation consisted of the following:



|                                                   |  | Estimated Useful Life (Years) |  | March 31, 2014 |          |   | December 31, 2013 |  
|-------------------------------------------------- |  | ----------------------------- |  | -------------- | -------- | - | ----------------- | -
|                                                   |  |                               |  |                |          |   |                   |  
|Leasehold improvements                             |  | 6                             |  | $              | 539,623  |   |                   | $
|                                                   |  |                               |  |                |          |   |                   |  
|Property and equipment                             |  | 7 - 15                        |  |                | 54,966   |   |                   |  
|                                                   |  |                               |  |                |          |   |                   |  
|Software                                           |  | 5                             |  |                | 140,324  |   |                   |  
|                                                   |  |                               |  |                |          |   |                   |  
|                                                   |  |                               |  |                | 734,913  |   |                   |  
|                                                   |  |                               |  |                |          |   |                   |  
|Less accumulated depreciation and amortization (i) |  |                               |  |                | (189,459 | ) |                   |  
|                                                   |  |                               |  |                |          |   |                   |  
|                                                   |  |                               |  | $              | 545,454  |   |                   | $



F-15







(i)	Depreciation and
Amortization Expense



Depreciation and amortization expense was
$28,583 and $21,503 for the three months ended March 31, 2014 and 2013, respectively.



| | (ii) | Impairment
| | ---- | ----------



The Company completed its annual impairment
test of property and equipment and determined that there was no impairment as the fair value of property and equipment, substantially
exceeded their carrying values at December 31, 2013.



Note 6 – Related Party Transactions



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:



|                                                                                                                                                                                                                                                                                                                             |  | March 31, 2014 |       |  | December 31, 2013 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----- |  | ----------------- | -
|                                                                                                                                                                                                                                                                                                                             |  |                |       |  |                   |  
|On October 15, 2013 the Company issued a promissory note to a stockholder to memorialize (i) the receipt of the funds in the amount of $150,000 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.                                      |  | $              | 1,674 |  |                   | $
|                                                                                                                                                                                                                                                                                                                             |  |                |       |  |                   |  
|On December 23, 2013 the Company issued a promissory note to a stockholder to memorialize (i) the receipt of the funds in the amount of $75,000 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. |  |                | -     |  |                   |  
|                                                                                                                                                                                                                                                                                                                             |  |                |       |  |                   |  
|                                                                                                                                                                                                                                                                                                                             |  | $              | 1,674 |  |                   | $



Interest expense was $0 for the reporting
period ended March 31, 2014 and 2013.



F-16







Note 7 – Commitments



Operating Lease



Operating Lease - Yaphank
Facility



On August 10, 2011, the Company entered
into a non-cancelable operating lease for office space expiring on March 31, 2017. 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.



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



|Year ending December 31:     |  |   |           | 
|---------------------------- |  | - | --------- | 
|2014 (remainder of the year) |  | $ | 306,467   | 
|2015                         |  |   | 421,025   | 
|2016                         |  |   | 435,792   | 
|2017                         |  |   | 113,277   | 
|                             |  | $ | 1,276,561 | 



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.



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 ended March 31,
2014, the Company sold an aggregate of 3,525,680 shares of Common Stock for the aggregate offering price of $2,644,250.



F-17







Note 9 – Concentrations and Credit
Risk



Customers and Credit Concentrations



Customer concentrations and credit concentrations
are as follows:



|           |  | Net Sales                           |    |   | Accounts Receivable at              | 
|---------- |  | ----------------------------------- | -- | - | ----------------------------------- | 
|           |  | Three Months
 Ended March
 31, 2014 |    |   | Three Months
 Ended March
 31, 2013 | 
|Customer A |  |                                     | 12 | % |                                     | 
|           |  |                                     |    |   |                                     | 
|Customer B |  |                                     | 11 | % |                                     | 
|           |  |                                     |    |   |                                     | 
|Customer C |  |                                     | 10 | % |                                     | 
|           |  |                                     |    |   |                                     | 
|Customer D |  |                                     | 9  | % |                                     | 
|           |  |                                     |    |   |                                     | 
|Customer E |  |                                     | 5  | % |                                     | 
|           |  |                                     |    |   |                                     | 
|Customer F |  |                                     | 4  | % |                                     | 
|           |  |                                     |    |   |                                     | 
|Customer G |  |                                     | 3  | % |                                     | 
|           |  |                                     | 56 | % |                                     | 





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.



F-18







Vendor Concentrations



Vendor purchase concentrations and accounts
payable concentration as follows:



|         |  | Net Purchases                               |    |   | Accounts Payable At                         | 
|-------- |  | ------------------------------------------- | -- | - | ------------------------------------------- | 
|         |  | For the Three
 Months Ended
 March 31, 2014 |    |   | For the Three
 Months Ended
 March 31, 2013 | 
|Vendor A |  |                                             | 23 | % |                                             | 
|         |  |                                             |    |   |                                             | 
|Vendor B |  |                                             | 8  | % |                                             | 
|         |  |                                             |    |   |                                             | 
|Vendor C |  |                                             | 6  | % |                                             | 
|         |  |                                             |    |   |                                             | 
|         |  |                                             | 37 | % |                                             | 



Note 10 – 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-19







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) sales revenue of $5,000,000; (ii) securing service contracts with major appliance manufacturers; and (iii)
evaluating new markets potentials. 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. Additionally, our production team is currently gearing up production to our maximum levels in the coming
months in order to turn raw materials into finished goods ready for shipment. One of our recent limiting production factors was
available floor space in the warehousing and distribution segment. However, in early 2013 the Company secured additional floor
space in an adjacent building to our current facility to bring the total floor space in use to ±70,000 square feet. Additional
construction was recently undertaken to expand the production areas from three to seven production lines in order to accommodate
additional business.



The Company 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 the Company will be charging vendors for servicing their products. The service agreement business
mode allows the Company to increase revenue without the need to purchase inventory.



The Company believes that it will need
a minimum of $2,500,000 to cover its planned operations over the next 12 months. This estimate includes (i) $1,000,000 for acquisition
of product for manufacturing and selling; (ii) $1,000,000 for expanding production areas to incorporate mechanization and packaging,
acquire vehicles to assist in the logistics and distribution of products and to evaluate new markets; and (iii) $500,000 for general
and administrative costs.



Results of Operations



For the Three Months Ended March
31, 2014, Compared to the Three Months Ended March 31, 2013



Revenue



For the three months ended March 31, 2014,
revenue from operations were $756,484, compared to $825,753 for the three months ended March 31, 2013, a decrease of $69,269. The
decrease is related to market conditions, such as higher revenue in 2013 due to post Hurricane Sandy, where customers were in a
rebuild phase and therefore had greater demand for our products as opposed to 2014.



Cost of Revenue



Our cost of revenue for the three months
ended March 31, 2014, was $322,412, compared to $969,998 for the three months ended March 31, 2013, a decrease of $647,586. The
decrease is related to management’s decision to capitalize direct labor cost and packaging materials used in the production
process to inventory of finished goods, these costs are realized concurrently with revenue.





3









Gross Profit



For the three months ended March 31, 2014,
gross profit from sales, before taking into account operating expenses was $434,072, compared to a loss of $144,245 for the three
months ended March 31, 2013, resulting in an increase of $578,317. The increase in gross profit is primarily related to the capitalization
of direct labor and packaging costs to inventory of finished goods, which was adversely affected by an increase in rent expense
due to the expansion of the floor space under lease during the latter half of 2013.



Operating Expenses



Operating expenses for the three months
ended March 31, 2014, were $512,439, resulting in a net loss of $78,366, compared to operating expenses of $456,434 for the three
months ended March 31, 2013, which resulted in a net loss of $600,678. This increase in expenses was primarily due to additional
floor space rental in 2014 over 2013 by $45,122.



Liquidity & Capital Resources



As of March 31, 2014, the Company had a
cash balance of $1,128,227. Using an annualized figure of $2,049,756 for our operating expenses, including professional and legal
services (e.g. bookkeeping, audit costs, attorney fees, advertising and EDGAR services), costs are approximately $170,813 a month.
Given the amount of cash currently on hand, we expect our current cash reserves to last for less than seven months.



Over the next 12 months we would like to
raise a minimum of $2,500,000 and a maximum of $3,500,000 in order to continue our marketing plan and expand our customer base.
To achieve our goals, a large portion of the funds raised will be invested in advertising, marketing, travel and product development
expenses. Our success is contingent upon having enough capital to build a strong customer base to support the business. We hope
to raise additional funds within the next six months. A private placement is the most likely scenario for the Company to achieve
success in raising additional funds for its operations. There are no discussions with any parties at this point in time for additional
funding; however, we will attempt to discuss our business plan with various brokers in the U.S.



Completion of our plan of operations is
subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our
projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve
months, we still anticipate being able to continue with our present activities, but we may require financing to achieve our profit,
revenue and growth goals.



The Company currently has in place agreements
with two suppliers of input products, which the Company is obliged to accept. While there is no defined delivery schedule, volume
or value specified in these agreements, these input products are the basis of the Company’s ability to operate. As of the
date hereof, the Company has no pending obligations with these two vendors.



We anticipate that our operating expenses
for the next 12 months will total approximately $2,049,756. These expenses will be financed through capital raised from future
sales of our securities. We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant
additions to the number of employees, unless adequate financing is raised. The foregoing represents our best estimate of our cash
needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent
private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of
our business plan.





4







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.



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).







5











Item 3. Quantitative and Qualitative
Disclosures About Market Risk.



We do not hold any derivative instruments
and do not engage in any hedging activities.



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 March 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.



6







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.



Not required for smaller reporting companies.



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



Not applicable.



Item 3. Defaults Upon Senior Securities.



There were no defaults upon senior securities
during the quarter ended March 31, 2014.



Item 4. Mine Safety Disclosures.



Not applicable.



Item 5. Other Information.



There is no other information required
to be disclosed under this item which was not previously disclosed.



7







Item 6. Exhibits.



|Exhibit No. |  | Description                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                 
|31.1        |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *                          
|            |  |                                                                                                                                                 
|31.2        |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002 *                          
|            |  |                                                                                                                                                 
|32.1        |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|            |  |                                                                                                                                                 
|32.2        |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|            |  |                                                                                                                                                 
|101.INS     |  | XBRL Instance (1)                                                                                                                               
|            |  |                                                                                                                                                 
|101.SCH     |  | XBRL Taxonomy Extension Schema (1)                                                                                                              
|            |  |                                                                                                                                                 
|101.CAL     |  | XBRL Taxonomy Extension Calculation (1)                                                                                                         
|            |  |                                                                                                                                                 
|101.DEF     |  | XBRL Taxonomy Extension Definition (1)                                                                                                          
|            |  |                                                                                                                                                 
|101.LAB     |  | XBRL Taxonomy Extension Labels (1)                                                                                                              
|            |  |                                                                                                                                                 
|101.PRE     |  | XBRL Taxonomy Extension Presentation (1)                                                                                                        



* filed herewith



|(1) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed on May 19, 2014.
|--- | --------------------------------------------------------------------------------------------------



8







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: May 22, 2014 | By:                              
|                   |                                  
|                   |                                  



|Date: May 22, 2014 | By: | /s/ Stelios Michaelides |                                                                                                     
|------------------ | --- | ----------------------- | ----------------------------------------------------------------------------------------------------
|                   |     | Name:                   | Stelios Michaelides                                                                                 
|                   |     | Title:                  | Chief Financial Officer
        (Principal Financial Officer)
        (Principal Accounting Officer)



9