UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the interim period ended: ~~September 30,~~March ~~2015~~31, 2016

¨ 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: ~~001~~000-~~37457~~55549

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)

+1 (631) 775-8920

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

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

As of ~~December~~May 123, ~~2015~~2016, there were 33,086,782 shares outstanding of the Registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	35
Item 4.	Controls and Procedures.	35
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	46
Item 1A.	Risk Factors.	46
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	46
Item 3	Defaults Upon Senior Securities.	46
Item 4.	Mine Safety Disclosures.	46
Item 5.	Other Information.	46
Item 6.	Exhibits.	46
Signatures		57

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Progressive Green Solutions, Inc.

~~September~~March 3031, ~~2015~~2016 and ~~2014~~2015

Index to the Unaudited Condensed Consolidated Financial Statements

Contents	Page(s)
Consolidated Balance Sheets at September 30, 2015 (Unaudited) and December 31, 2014	F-2
Consolidated Condensed Balance Sheets at March 31, 2016 (Unaudited) and December 31, 2015	F-2
Consolidated Statements of Operations for the Nine Months Ended and Three Months Ended September 30, 2015 and June 30, 2014 (Unaudited)	F-3
Consolidated Condensed Statements of Operations for Three Months Ended March 31, 2016 and March 31, 2015 (Unaudited)	F-3
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2014 and for the Interim Period Ended September 30, 2015 (Unaudited)	F-4
Consolidated Condensed Statements of Cash Flows for the Interim Period Ended March 31, 2016 and March 31, 2015 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Interim Period Ended September 30, 2015 and 2014 (Unaudited)	F-5
Notes to the Consolidated Condensed Financial Statements (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

Progressive Green Solutions, Inc.

Consolidated Condensed Balance Sheets

	September 30, 2015			December 31, 2014
	March 31, 2016			December 31, 2015
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash	$	522,~~766~~061		$	~~62,337~~521
Accounts receivable, net		~~979~~893,~~925~~592			~~255~~1,~~779~~007,099
Inventories, net		263,623			603,155
Prepayments and other current assets		33,955			34,851
Advances to third party		6,033			-
Total current assets		949,608			1,042,471
Prepayments and other current assets		28,367			49,150
PROPERTY, PLANT and EQUIPMENT, NET		803,701			836,627
Total current assets		1,283,714			970,421
INTANGIBLES, NET		18,888			27,222
PROPERTY AND EQUIPMENT
Property and equipment		287,138			102,580
Accumulated depreciation		(26,732	)		(10,793	)
Property and equipment, net		260,406			91,787
SOFTWARE AND HARDWARE
Software and hardware		202,724			190,731
Accumulated amortization		(74,911	)		(45,138	)
Software and hardware, net		127,813			145,593
LEASEHOLD IMPROVEMENTS
Leasehold improvements		690,813			563,267
Accumulated amortization		(313,493	)		(239,925	)
Leasehold improvements, net		377,320			323,342
MANAGEMENT AGREEMENT
Management agreement		50,000			-
Accumulated amortization		(14,445	)		-
Management agreement, net		35,555			-
OTHER ASSETS
Security deposits		34,693			34,693
Deposit on potential purchase		200,000			-
Deposit on potential purchases		225,000			225,000
Total other assets		~~234~~259,693			34259,693
Total assets	$	2,~~319~~031,~~501~~890		$	12,~~565~~166,~~836~~013
LIABILITIES AND EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	12,~~995~~482,~~151~~004		$	~~448~~2,~~980~~180,370
Customer deposits		-			239,660
Factor Advance		50,737			192,710
Notes payable -related parties		~~899~~1,~~200~~555,701			-1,123,501
Advances from stockholders		3935,~~481~~366			~~500~~32,339
Advances to third party		4,000			-
Advances from third party		206,581			117,264
Deferred rent, current portion		4347,~~950~~281			4046,~~379~~252
Total current liabilities		2,981,782			729,519
Equipment loan, current portion		22,197			21,911
Total current liabilities		4,399,867			3,714,347
NON-CURRENT LIABILITIES
Deferred rent, net of current portion		~~34,909~~-			6814,~~764~~265
Total non-current liabilities		34,909			68,764
Equipment loan, net of current portion		61,506			69,001
Total liabilities		3,016,691			798,283
Total non-current liabilities		61,506			83,266
Total liabilities		4,461,373			3,797,613
COMMITMENTS AND CONTINGENCIES
EQUITY (DEFICIT)
STOCKHOLDERS' DEFICIT
Preferred stock par value $0.001: 10,000,000 shares authorized;
Preferred stock par value $0.001: 10,000,000 shares authorized; none issued or outstanding		-			-
none issued or outstanding		-			-
Common stock par value $0.001: 300,000,000 shares authorized; 33,086,782 shares issued and outstanding		33,087			33,087
Common stock par value $0.001: 300,000,000 shares authorized;
33,086,782 shares issued and outstanding		33,087			33,087
Additional paid-in capital		2,999,636			2,999,636
Accumulated deficit		(35,~~691~~277,~~635~~196	)		(24,~~265~~572,~~170~~206	)
Total Progressive Green Solutions, Inc. stockholders' equity (deficit)		(658,912	)		767,553
Total Progressive Green Solutions, Inc. stockholders' deficit		(2,244,473	)		(1,539,483	)
Non-Controlling Interest		(38185,~~279~~010	)		-(92,117	)
Total equity (deficit)		(697,190	)		767,553
Total stockholders' deficit		(2,429,483	)		(1,631,600	)
Total liabilities and equity (deficit)	$	2,319,501		$	1,565,836
Total liabilities and stockholders' deficit	$	2,031,890		$	2,166,013

See accompanying notes to the ~~consolidated~~unaudited condensed consolidated financial statements.

F-2

Progressive Green Solutions, Inc.

Condensed Consolidated Statements of of Operations

	For the Nine Months			For the Nine Months			For the Three Months			For the Three Months
	Ended			Ended			Ended			Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
NET REVENUE	$	3,337,757		$	2,301,663		$	1,902,838		$	689,217
COST OF GOODS SOLD		3,023,027			1,886,158			1,747,686			594,747
GROSS MARGIN		314,730			415,505			155,152			94,470
OPERATING EXPENSES:
Salaries and wages		487,143			641,172			214,221			223,535
Professional fees		247,510			457,019			83,915			323,653
Rent and occupancy		438,484			395,507			180,205			219,093
Selling, general and administrative		506,992			395,108			263,654			(29,231	)
Total operating expenses		1,680,129			1,888,807			741,995			737,050
LOSS FROM OPERATIONS		(1,365,399	)		(1,473,302	)		(586,843	)		(642,580	)
OTHER (INCOME) EXPENSE:
Other expense		100,379			7,387			86,756			(8,281	)
Other income		(1,035	)		-			-			-
Other (income) expense, net		99,344			7,387			86,756			(8,281	)
LOSS BEFORE INCOME TAX PROVISION		(1,464,743	)		(1,480,689	)		(673,599	)		(634,299	)
INCOME TAX PROVISION		-			-			-			-
NET LOSS		(1,464,743	)		(1,480,689	)		(673,599	)		(634,299	)
Net loss attributable to non-controlling interest		(38,279	)		-			(20,397	)		-
Net loss attributable to PGS Inc. stockholders	$	(1,426,465	)	$	(1,480,689	)	$	(653,202	)	$	(634,299	)
Net loss per common share
- Basic and diluted	$	(0.04	)	$	(0.05	)	$	(0.02	)	$	(0.02	)
Weighted average common shares outstanding
- Basic and diluted		33,086,782			29,511,995			33,086,782			31,504,604

For the Interim Period Ended March 31, 2016 and March 31, 2015

~~See accompanying notes to the consolidated financial statements.~~(Unaudited)

	For the Three Months			For the Three Months
	Ended			Ended
	March 31, 2016			March 31, 2015
	(Unaudited)			(Unaudited)

NET REVENUE	$	997,233		$	505,372
COST OF GOODS SOLD		1,097,604			363,770

GROSS MARGIN		(100,371	)		141,602

OPERATING EXPENSES:
Salaries and wages		155,926			134,035
Professional fees		67,672			39,319
Rent and occupancy		99,940			119,668
Selling, general and administrative		226,480			116,083
Bad debt expense		124,469			-

Total operating expenses		674,487			409,106

LOSS FROM OPERATIONS		(774,858	)		(267,504	)

OTHER (INCOME) EXPENSE:
Other (income) expense		(7,728	)		-
Penalties and interest		30,755			3,200
Other (income) expense, net		23,027			3,200

LOSS BEFORE INCOME TAX PROVISION		(797,885	)		(270,704	)

INCOME TAX PROVISION		-			-

NET LOSS		(797,885	)		(270,704	)

Net loss attributable to non-controlling interest		(92,894	)		-

Net loss attributable to PGS Inc. stockholders	$	(704,991	)	$	(270,704	)

Net loss per common share
- Basic and diluted	$	(0.02	)	$	(.00	)

Weighted average common shares outstanding
- Basic and diluted		33,086,782			32,986,782

See accompanying notes to the unaudited consolidated condensed financial statements.

F-3

Progressive Green Solutions, Inc.

Condensed Consolidated ~~Statement~~Statements of ~~Changes~~Cash ~~in Equity (Deficit)~~Flows

For the Interim Period Ended ~~September~~March 3031, 2016 and March 31, 2015

(Unaudited)

													Progressive Green Solutions, Inc.
	For the Three Months			For the Three Months
	Common Stock Par Value $0.001						Additional						Stockholders'			Non-controlling Interest			Total
	Ended			Ended
	Number of Shares			Amount			Paid-in capital			Accumulated Deficit			Equity (Deficit)			Interest			Equity (Deficit)
	March 31, 2016			March 31, 2015
Balance, December 31, 2013		23,000,000		$	23,000		$	2,304,392		$	(2,455,569	)	$	(128,177	)	$	-		$	(128,177	)
	(Unaudited)			(Unaudited)
Net loss for the period from January 1, 2014 through March 7, 2014											(83,417	)		(83,417	)					(83,417	)
Net loss before non-controlling interest	$	(797,885	)	$	(270,704	)
Reclassification of undistributed retained earnings as of March 7, 2014 to additional paid-in capital								(2,538,986	)		2,538,986			-						-
Adjustments to reconcile net loss before non-controlling interest to net cash used in operating activities
Reverse acquisition adjustment		4,560,000			4,560			(6,273	)					(1,713	)					(1,713	)
Depreciation and Amortization		60,900			36,409
Issuance of common shares for cash at $0.75 per share, net of issuance cost		5,024,348			5,024			3,636,601						3,641,625						3,641,625
Changes in operating assets and liabilities:
Issuance of common shares to placement agent plus fees		502,434			503			(396,098	)					(395,595	)					(395,595	)
Accounts receivable		113,507			(66,021	)
Net loss for the period from March 7, 2014 through December 31, 2014											(2,265,170	)		(2,265,170	)					(2,265,170	)
Inventories		-			120,533
Balance, December 31, 2014		33,086,782			33,087			2,999,636			(2,265,170	)		767,553			-			767,553
Prepayments and other current assets		896			11,786
Net loss											(1,426,465	)		(1,426,465	)		(38,279	)		(1,464,743	)
Accounts payable and accrued expenses		301,636			110,061
Balance, September 30, 2015		33,086,782		$	33,087		$	2,999,636		$	(3,691,635	)	$	(658,912	)	$	(38,279	)	$	(697,190	)
Customer deposits		-			(73,350	)
Deferred rent		(13,236	)		(10,095	)
Net cash used in operating activities		(334,182	)		(141,381	)
Cash flows from investing activities:
Purchase of property and equipment		(10,000	)		-
Purchase of leasehold improvements		(9,640	)		-
Net cash used in investing activities		(19,640	)
Cash flows from financing activities:
Advances from stockholders		3,027			-
Proceeds from(repayment to) notes payable - related parties		432,200			83,550
Advances from third party		89,317			-
Factor Advance		(141,973	)		-
Equipment Loan		(7,209	)		-
Net cash provided by financing activities		375,362			83,550
Net change in cash		21,540			(57,831	)
Cash at beginning of the reporting period		521			62,337
Cash at end of the reporting period	$	22,061		$	4,506
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-Cash Financing and Investing Activities:
Accrued liabilities for leasehold improvements	$	66,055		$	-
Property and equipment purchased with debt	$	159,703		$	-

See accompanying notes to the unaudited consolidated condensed financial statements.

F-4

Progressive Green Solutions, Inc.

~~Consolidated~~March ~~Statements of~~31, ~~Cash~~2016 ~~Flows~~and 2015

	For the Nine Months			For the Nine Months
	Ended			Ended
	September 30, 2015			September 30, 2014
	(Unaudited)			(Unaudited)
Net loss before non-controlling interest	$	(1,464,743	)	$	(1,480,689	)
Adjustments to reconcile net loss before non-controlling interest
to net cash used in operating activities
Depreciation expense		15,939			5,449
Amortization expense, software		29,773			22,276
Amortization expense, leasehold improvement		73,568			68,433
Amortization expense management agreement		14,445			-
Changes in operating assets and liabilities:
Accounts receivable		(724,146	)		(129,830	)
Inventories		339,532			(161,585	)
Advance on purchases		-			(75,018	)
Prepayments and other current assets		20,783			(1,244	)
Accounts payable and accrued expenses		1,471,616			(358,004	)
Customer deposits		(239,660	)		(170,000	)
Deferred rent		(30,284	)		-
Net cash used in operating activities		(493,177	)		(2,280,212	)
Cash flows from investing activities:
Advances to third party		(6,033	)		-
Purchase of property and equipment		(65,558	)		(62,382	)
Purchase of leasehold improvements		(52,991	)		(23,644	)
Purchase of software and hardware		(11,993	)		(62,089	)
Management agreement		(50,000	)		-
Deposit on potential purchase		(200,000	)		-
Net cash used in investing activities		(386,575	)		(148,115	)
Cash flows from financing activities:
Advances from (repayment to) stockholders'/members		38,981			(565,636	)
Proceeds from(repayment to) notes payable - related parties		780,200			(226,674	)
Advances from third party		4,000			-
Proceeds from issuance of common stock		-			3,244,317
Net cash provided by financing activities		823,181			2,452,007
Net change in cash		(56,571	)		23,680
Cash at beginning of the reporting period		62,337			75,114
Cash at end of the reporting period	$	5,766		$	98,794
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-Cash Financing and Investing Activities:
Accrued payments for leasehold improvements	$	74,555		$	-
Plant purchased for note payable - related party	$	119,000		$	-

Notes to the Condensed Consolidated Financial Statements

See accompanying notes to the consolidated financial statements.

F-5

Progressive Green Solutions, Inc.

September 30, 2015 and 2014

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1 - Organization and Operations

Progressive Green Solutions, Inc.

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

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

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

Green Remanufacturing Solutions, Inc.

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

Green Remanufacturing Solutions LLC

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

Applianceplace.com, LLC

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

Speyside Holdings LLC

Speyside Holdings LLC was formed on March 25, 2015 under the laws of the State of Delaware and is 85% owned by the Company. On April 23, 2015, ~~The~~the Company acquired eighty-five (85%) of Speyside Holdings LLC (“Speyside”).

On April 30, 2015, Speyside entered into a Professional Management Agreement (the “Management Agreement”) with Highland Sand & Gravel, Inc. (“Highland”) whereby Speyside would operate a sand and gravel quarry owned by Highland in consideration for a fixed fee based on the tonnage of material sold and a minimum guaranteed payment of $12,000 per month. A one -time non-refundable fee of $50,000 was paid to Highland upon the execution of this Management Agreement and is being amortized over the term of the Management Agreement. The term of the Management Agreement is for twelve (12) months with Speyside’s option to extend the ~~agreement~~Management Agreement an additional six (6) months.

F-65

Also on April 30, 2015, Speyside entered into a Purchase and Sale Agreement with Highland to acquire all of the real and personal property of Highland.

CEM III LLC

CEM III LLC (“CEM”) was formed on July 13, 2015 under the laws of the State of New York and is 85% owned by Speyside. ~~The~~On ~~company~~October is1, ~~inactive~~2015, asCEM entered into a Contract for Sale of ~~the~~Real ~~end~~Estate with Grace E. Wolf Family Limited Partnership (“Wolf”) to acquire an approximately 30-acre parcel of ~~the~~real ~~period~~property for use in connection with Speyside’s operations. CEM is currently inactive.

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 consolidated 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 in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect 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 consolidated 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 unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, ~~2014~~2015 and notes thereto contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, ~~2014~~2015, as filed with the SEC on ~~May~~March 823, ~~2015~~2016.

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)

Assumption as a going concern: Management assumes 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;

(ii)

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.

(iii)

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.

F-76

(iv)

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

(v)

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

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

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 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 to Company
Green Remanufacturing LLC	The State of Delaware	May 31, 2012 (March 7, 2014) (N/A)		100	%
Applianceplace.com, LLC	The State of New York	November 29, 2012 (March 7, 2014) (N/A)		100	%
		March 25, 2015
Speyside Holdings LLC	The State of Delaware	March 25, 2015 (April 23, 2015) (N/A)		85	%
Speyside Holdings LLC	The State of Delaware	(April 23, 2015)		85	%
CEM III LLC	The State of New York	July 13, 2015 (October 1, 2015) (N/A)		72.25	%

F-87

The consolidated financial statements include all accounts of the Company and consolidated subsidiaries and/or entities as of and for the reporting periods then ended ~~and the accounts of Speyside from the date of acquisition forward~~.

All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

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

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

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, prepayments and other current assets, accounts payable and accrued expenses, advances from third party and deferred rent approximate their fair values because of the short maturity of these instruments.

~~Transactions~~The ~~involving related parties cannot be presumed to be carried out on an arm'~~Company’s~~-length~~ ~~basis,~~equipment asloans approximate the ~~requisite~~fair ~~conditions~~value of ~~competitive,~~such ~~free-market~~instruments ~~dealings may~~based ~~not~~upon ~~exist.~~management’s ~~Representations~~best ~~about~~estimate ~~transactions~~of ~~with~~interest ~~related~~rates ~~parties,~~that ifwould ~~made,~~be ~~shall~~available ~~not~~to ~~imply that~~ the ~~related party transactions~~ ~~were~~Company ~~consummated~~for onsimilar ~~terms~~financial ~~equivalent~~arrangements toat ~~those~~December ~~that~~31, ~~prevail in arm's-length transactions unless such representations can be substantiated~~2015.

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

F-9

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

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

Cash Equivalents

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

F-8

Accounts Receivable and Allowance for Doubtful Accounts

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

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

The Company recorded a provision for doubtful accounts of $78200,~~000 to allow for any amounts which may be unrecoverable~~063, which is based upon an analysis of the Company’s prior collection experience, customer creditworthiness and current economic trends.

F-10

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. The Company had no Inventory at March 31, 2016 and December 31, 2015.

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)	~~Estimated Useful Life (Years)~~
Leasehold improvement (*)	3-6		~~3-6~~
Property and equipment	7-15		~~5-15~~
Software	3		~~3-5~~
Management Agreement (^)	1.5

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

(^) Amortized on a straight-line basis over the term of the Management Agreement or its termination date, 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.

F-9

Carrying Value, Recoverability and Impairment of Long-Lived Assets

F-11

Pursuant to ASC Paragraphs 360-10-35-29 through 35-36 Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall include only the future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group). Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall incorporate the entity’s own assumptions about its use of the asset (asset group) and shall consider all available evidence. The assumptions used in developing those estimates shall be reasonable in relation to the assumptions used in developing other information used by the entity for comparable periods, such as internal budgets and projections, accruals related to incentive compensation plans, or information communicated to others. However, if alternative courses of action to recover the carrying amount of a long-lived asset (asset group) are under consideration or if a range is estimated for the amount of possible future cash flows associated with the likely course of action, the likelihood of those possible outcomes shall be considered. A probability-weighted approach may be useful in considering the likelihood of those possible outcomes. Estimates of future cash flows used to test the recoverability of a long-lived asset (asset group) shall be made for the remaining useful life of the asset (asset group) to the entity. For long-lived assets (asset groups) that have uncertainties both in timing and amount, an expected present value technique will often be the appropriate technique with which to estimate fair value.

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~~F-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.

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.

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

Related Parties

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

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

FPursuant to ASC Paragraphs 850-1210-50-1 and 50-5 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. 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. 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.

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

Product Warranty

The Company estimates future costs of warranty obligations in accordance with ASC 460-10, which requires an entity to disclose and recognize a liability for the fair value of the obligation it assumes upon issuance of a warranty. ~~The~~As ~~Company~~of ~~warrants~~the ~~most~~fourth quarter of 2015, GRS LLC is no longer purchasing product for its ~~refurbished~~own ~~major~~account ~~appliance~~and reconditioning said product for resale with a ~~specific~~GRS LLC warranty. Prior to the fourth quarter of 2015, GRS LLC would warrant most of its reconditioned product for a specific period of time, usually 30 – 90 days but sometimes one year, from the date of purchase, ~~against~~for ~~defects~~certain incovered ~~materials or workmanship~~reasons. The Company provides for the estimated future costs of warranty obligations in cost of revenues when the related revenues are recognized. The accrued warranty costs represent the best estimate at the time of sale of the total costs that the Company will incur to repair or replace product parts that fail while still under warranty. The amount of the accrued estimated warranty costs obligation for established products is primarily based on historical experience as to product failures adjusted for current information on repair costs. For new products, estimates include the historical experience of similar products, as well as reasonable allowance for warranty expenses associated with new products. On a quarterly basis, the Company reviews the accrued warranty costs and updates the historical warranty cost trends, if required.

~~The Company has not accrued any warranty costs in connection with its sales for the reporting period ended September 30, 2015 due to the short duration of its warranty period of 30 days.~~F-11

The Company has incurred de minimis warranty costs in connection with its sales for the reporting period ended March 31, 2016 due to the short duration of its warranty period and it no longer purchasing consumer returns for its own account for reconditioning and resale.

Commitments and Contingencies

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

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

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

Non-controlling Interest

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

F-13

Revenue Recognition

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

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

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

Shipping and Handling Costs

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

F-12

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

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

Pursuant to ASC ~~paragraph~~paragraphs 505-50-25-6 and 505-50-25-7, a grantor shall recognize the goods acquired or services received in a share-based payment transaction when it obtains the goods or as services are received. A grantor may need to recognize an asset before it actually receives goods or services if it first exchanges share-based payment for an enforceable right to receive those goods or services. Nevertheless, the goods or services themselves are not recognized before they are received. If fully vested, ~~non-forfeitable~~ nonforfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, ~~non-forfeitable equity~~nonforfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services.

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

FPursuant to ASC Paragraphs 505-1450-30-2 and 505-50-30-11 share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The issuer shall measure the fair value of the equity instruments in these transactions using the stock price and other measurement assumptions as of the earlier of the following dates, referred to as the measurement date: (a) The date at which a commitment for performance by the counterparty to earn the equity instruments is reached (a performance commitment); or (b) The date at which the counterparty’s performance is complete. If the Company’s common shares are traded in one of the national exchanges the grant-date share price of the Company’s common stock will be used to measure the fair value of the common shares issued, however, if the Company’s common shares are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

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

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

a.	The exercise price of the option.

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

c.	The current price of the underlying share.

F-13

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

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

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

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

Deferred Tax Assets and Income Taxes Provision

~~The~~Prior ~~Company~~to ~~was a Limited Liability Company, until~~ March 67, 2014, ~~during~~GRS ~~which~~LLC ~~time the Company~~ was treated as a ~~pass~~partnership ~~through entity~~ for federal income tax purposes, i.e. members of an LLC are taxed separately on their distributive share of the LLC’s earnings (loss) whether or not that income is actually distributed.

F-15

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

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

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

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

F-14

Limitation on Utilization of NOLs due to Change in Control

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

Pro forma income tax information (unaudited)

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

There were no difference between net loss reported as the LLC or as a C Corporation and there were no income tax provision for the reporting period ended September 30, 2015 and 2014 as the Company incurred net operating loss for both reporting periods would the Company have always been incorporated as a C Corporation upon its incorporation.

Earnings per Share

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

FPursuant to ASC Paragraphs 260-1610-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. Pursuant to ASC Paragraphs 260-10-45-40 through 45-42 convertible securities shall be reflected in diluted EPS by application of the if converted method. The convertible preferred stock or convertible debt shall be assumed to have been converted at the beginning of the period (or at time of issuance, if later). In applying the if-converted method, conversion shall not be assumed for purposes of computing diluted EPS if the effect would be anti-dilutive.

~~Pursuant~~There towere ~~ASC~~no ~~Paragraphs~~potentially ~~260-10-45-45-21 through~~dilutive ~~260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint~~common ofshares ~~the security holder. The dilutive effect of~~ outstanding ~~call~~for ~~options and warrants (and their equivalents) issued by~~ the ~~reporting entity~~interim shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period ~~(or~~ended atMarch ~~time of issuance~~31, ~~if later) and common shares shall be assumed to be issued~~2016. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

There were no potentially dilutive common shares outstanding for the reporting period ended September 30, 2015 or 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 (the “Indirect Method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments

F-15

Segment Information

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

F-17

Subsequent Events

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

Recently Issued Accounting Pronouncements

In ~~August 2014~~January 2016, the ~~FASB~~Financial ~~issued~~Accounting ~~the~~Standards Board (“FASB ”) issued Accounting Standards Update ~~No.~~(ASU) ~~2014~~2016-1501, ~~“Presentation~~which amends the guidance in U.S. GAAP on the classification and measurement of ~~Financial~~financial ~~Statements—Going~~instruments. ~~Concern~~Changes ~~(Subtopic~~to ~~205~~the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-~~40):~~for-sale ~~Disclosure~~debt securities. The new standard is effective offor ~~Uncertainties~~fiscal ~~about~~years and interim periods beginning after December 15, 2017, and upon adoption, an ~~Entity’s~~entity ~~Ability~~should toapply ~~Continue~~the asamendments by means of a ~~Going~~cumulative-effect ~~Concern~~adjustment ~~(“ASU~~to ~~2014~~the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-~~15”)~~specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.

In ~~connection~~February ~~with~~2016, ~~preparing~~the ~~financial~~Financial Accounting ~~statements~~Standards ~~for~~Board ~~each~~(“FASB”) ~~annual~~issued ~~and~~Accounting ~~interim~~Standards ~~reporting~~Update ~~period~~(ASU) 2016-02, anwhich ~~entity’s~~amends ~~management~~the ~~should~~guidance ~~evaluate~~in ~~whether~~U.S. ~~there~~GAAP ~~are conditions~~on oraccounting ~~events,~~for ~~considered~~operating ~~in the aggregate~~leases, ~~that~~a ~~raise~~lessee ~~substantial~~will ~~doubt~~be ~~about~~required ~~the entity’s ability~~ to ~~continue~~recognize asassets aand ~~going~~liabilities ~~concern within~~for ~~one~~operating ~~year~~leases ~~after~~with ~~the~~lease terms ~~date~~of ~~that~~more ~~the~~than ~~financial~~12 ~~statements~~months ~~are~~on ~~issued (or within one year after~~ the ~~date~~balance ~~that the financial statements are available to be issued when applicable)~~sheet. ~~Management’s~~The ~~evaluation~~new ~~should~~standard beis ~~based~~effective onfor ~~relevant~~fiscal ~~conditions and~~years ~~events that are known~~ and ~~reasonably~~interim ~~knowable~~periods ~~at the date that the financial statements are issued (or at the date that~~beginning ~~the~~after ~~financial~~December ~~statements~~15, ~~are available to be issued when applicable)~~2018., ~~Substantial~~and ~~doubt~~upon ~~about~~adoption, an entity’s ~~ability to~~should ~~continue~~apply asthe aamendments ~~going~~by ~~concern~~means ~~exists~~of ~~when~~a ~~relevant~~cumulative-effect ~~conditions~~adjustment ~~and~~to the ~~events,~~balance ~~considered~~sheet inat the ~~aggregate,~~beginning ~~indicate~~of ~~that it is probable that~~ the ~~entity~~first ~~will~~reporting beperiod ~~unable~~in towhich ~~meet its obligations as they become due within one year after~~ the ~~date~~guidance ~~that~~is ~~the~~effective. ~~financial~~Early ~~statements are~~adoption ~~issued~~is ~~(or~~not ~~available to be issued)~~permitted. The ~~term~~Company ~~probable~~ is ~~used~~currently ~~consistently~~evaluating ~~with~~the ~~its~~impact ~~use~~of inadopting ~~Topic~~this ~~450, Contingencies~~guidance.

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.F-16

IfIn ~~conditions~~March or2016, ~~events~~the ~~raise~~Financial ~~substantial~~Accounting ~~doubt~~Standards ~~about~~Board (FASB) issued an ~~entity’s~~Accounting ~~ability~~Standards Update (ASU) “ASU 2016 – 09 Improvements to ~~continue~~Employee asShare-Based Payment aAccounting” ~~going~~which ~~concern~~is intended to improve the accounting for employee share-based payments. The ASU simplifies several aspects of the accounting for share-based payment award transactions, ~~but~~including; the ~~substantial~~income ~~doubt~~tax isconsequences, ~~alleviated~~classification of awards as aeither ~~result~~equity or liabilities, and the classification on the statement of ~~consideration~~cash flows. The new standard is effective for offiscal ~~management’s~~years ~~plans~~and interim periods beginning after December 15, ~~the~~2016., and upon adoption, an entity should ~~disclose~~apply ~~information~~the ~~that~~amendments ~~enables~~by means ~~users~~ of ~~the~~a ~~financial~~cumulative-effect ~~statements~~adjustment to ~~understand all~~the balance sheet at the beginning of the ~~following~~first ~~(or~~reporting ~~refer~~period toin ~~similar~~which ~~information~~the ~~disclosed~~guidance is ~~elsewhere~~effective. inEarly adoption is permitted. The Company is currently evaluating the ~~footnotes):~~impact of adopting this guidance.

a.In ~~Principal~~April ~~conditions~~2016, orthe ~~events~~Financial ~~that~~Accounting Standards ~~raised~~Board ~~substantial~~(FASB) ~~doubt~~issued ~~about~~an Accounting Standards Update (ASU) “ASU 2016 – 10 Revenue from Contract with Customers: identifying Performance Obligations and Licensing”. The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s ~~ability~~ promise to ~~continue~~grant asa license provides a ~~going~~customer ~~concern~~with either a right to use the entity’s intellectual property (~~before~~which ~~consideration~~is ofsatisfied at ~~management~~a point in time) or a right to access the entity’s ~~plans~~intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. The Company is currently evaluating the impact of adopting this guidance.

b. Management’s ~~evaluation~~does ofnot ~~the~~believe ~~significance~~that ofany ~~those~~recently issued, ~~conditions~~but ornot ~~events~~yet ineffective ~~relation~~accounting topronouncements, ~~the~~when ~~entity’s~~adopted, ~~ability~~will tohave ~~meet~~a ~~its~~material ~~obligations~~effect on the accompanying consolidated financial statements.

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

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

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

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

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

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

F-18

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

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

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

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

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

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

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

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

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

· Excluding certain money market funds from the consolidation guidance.

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

In April 2015, the FASB issued the FASB Accounting Standards Update No. 2015-03 “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”).

To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.

For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years.

In July 2015, the FASB issued the FASB Accounting Standards Update No. 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”).

The amendments in this Update do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method.

For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years.

In August 2015, the FASB issued the FASB Accounting Standards Update No. 2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (“ASU 2015-14”).

The amendments in this Update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.

F-19

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

Note 3 – Going Concern

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

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

As reflected in the financial statements, the Company had an accumulated deficit of $5,277,196 at ~~September~~March 3031, ~~2015~~2016, a net loss of $797,885 and net cash of $334,182 used in operating activities for the ~~reporting period~~three ~~then~~months ended March 31, 2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

~~Note 4 – Inventories~~F-17

~~Inventories~~Note 4 ~~consisted~~– ofProperty, ~~the~~Equipment, ~~following:~~Leasehold Improvement, Software and Hardware, and Management Agreement

	September 30, 2015			December 31, 2014
Raw materials	$	217,596		$	306,298
Finished goods		141,585			403,551
Inventory reserve		(95,558	)		(106,694	)
	$	263,623		$	603,155

Fixed Assets consisted of the following:

Slow-Moving or Obsolescence Markdowns

	Estimated Useful Life (Years)		March 31, 2016			December 31, 2015

Property and Equipment at Cost		5	$	405,138		$	395,138
Less Accumulated Depreciation				(57,257	)		(40,112	)
Property and Equipment, net				347,881			355,026

Software and Computer Equipment at Cost		3-5		207,081			207,081
Less Accumulated Depreciation				(96,575	)		(85,677	)
Software and Computer Equipment, net				110,506			121,404

Leasehold improvement		6		707,853			698,213
Less Accumulated Depreciation				(362,539	)		(338,016	)
Leasehold improvement, net				345,314			360,197

Total Fixed Assets			$	803,701		$	836,627

~~The~~Intangible ~~Company~~Assets ~~recorded no~~(Management ~~inventory obsolescence adjustments for the nine months ended September 30, 2015 and 2014.~~Agreement)

Lower of Cost or Market Adjustments

	March 31, 2016			December 31, 2015

Management Agreement 1.5	$	50,000		$	50,000
Less Accumulated Amortization		(31,112	)		(22,778	)
Net, Management Agreement	$	18,188		$	27,222

~~There~~Depreciation ~~were no lower of cost or market adjustments that were included in cost of goods sold for the nine months ended September 30, 2015~~ and ~~2014,~~Amortization ~~respectively.~~Expense

~~Note~~Depreciation 5and –amortization ~~Property,~~expense ~~Equipment,~~were ~~Leasehold~~$60,900 ~~Improvement~~and $36,409 ~~Software~~for &the ~~Hardware~~reporting periods ended March 31, 2016 and ~~Management~~March ~~Agreement~~31, 2015.

~~Property~~Note ~~and~~5 ~~equipment,~~– ~~stated~~Related atParty ~~cost, less accumulated depreciation consisted of the following:~~Transactions

	Estimated Useful Life (Years)	September 30, 2015		December 31, 2014
Property and Equipment	5	$	260,406	$	91,787
Software and Computer equipment	3-5		127,813		145,593
Leasehold improvement	6		377,320		323,342
Management Agreement	1.5		35,555		-
		$	801,094	$	560,722

F-20

(i) Impairment

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

(ii) Depreciation and Amortization Expense

Depreciation and amortization expense were $133,725 and $96,158 for the reporting period ended September 30, 2015 and 2014, respectively.

Note 6 – Related Party Transactions

Related parties

Related parties with whom the Company had transactions are:

Related Parties		Relationship
Eugene Fernandez		President, ~~acting~~interim CFO, and significant stockholder of the Company.
Anthony Williams		Chairman of the Board of Directors of the Company and significant stockholder of the Company.
Michael Christopher Cox		COO and significant stockholder of the Company.
DGS Group LLC		An entity owned and controlled by a significant stockholder of the Company.
Stonehenge LLC		An entity owned and controlled by significant stockholder of the Company
Stonehenge Holdings LLC		An entity owned and controlled by a significant stockholder of the Company.
FLS 3, Inc.		An entity owned and controlled by a significant stockholder of the Company.

Screening Plant Purchase Agreement

On June 19, 2015, the Company, via its majority owned subsidiary, Speyside Holdings LLC, purchased a screening plant from FLS 3, Inc. FLS 3, Inc. is an entity solely owned by Eugene Fernandez, a major shareholder, ~~president~~President and acting CFO of the Company. The screening plant was sold by FLS 3, Inc. to Speyside Holdings LLC for $160,000. FLS 3, Inc. delivered the screening plant and a bill of sale to Speyside Holdings LLC and Speyside Holdings LLC tendered $41,000 and a promissory note for $119,000 to FLS 3, Inc. The promissory note bears an interest rate of 5% per annum and is due on demand.

F-18

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, 2016		December 31, 2015

On January 30, 2015 the Company issued a promissory note to a stockholder to memorialize (i) the receipt of the funds in the amount of $9,800 and (ii) the terms of note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.	$	9,800	$	9,800

On various dates between the months of January and June 2015, the Company issued 17 promissory notes to the same stockholder to memorialize (i) the receipt of the funds in the aggregate amount of $128,150 and (ii) the terms of the notes. Pursuant to their terms and conditions, the notes accrue simple interest at 5% per annum until the notes are fully repaid. The notes are due on demand. Nine of these notes remain outstanding.		73,900		73,900

On April 3, 2015 the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $50,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		50,000		50,000

On May 11, 2015, the Company issued a note to a stockholder to memorialize (i) the availability of funds in the amount of $500,000 or the amount disbursed to the company and (ii) the terms of the note. As of September 30, 2015, $500,000 has been disbursed to the Company. Pursuant to the terms and conditions, the note accrues interest at the rate of LIBOR (90 day) plus the Margin (4%) per annum and interest payments are due monthly. The note is due May 8, 2016.		500,000		500,000

On June 19, 2015, the Company issued a note to a stockholder to acknowledge (i) the loan balance of $140,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues compound interest at 5% per annum and is due on demand. On various dates in November, payments were made to the shareholder totaling $43,000. The current balance due on this note is $76,000		76,000		76,000

On July 10, 2015, the Company issued a note to, memorialize (i) the receipt of funds in the amount of $10,000 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. The current balance due on this note is $5,000		5,000		5,000

On August 21, 2015, the Company issued a grid note to a stockholder to memorialize (i) the receipt of funds in the amount of $19,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		19,000		19,000

On August 26, 2015, the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $10,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		10,000		10,000

On September 1, 2015, the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $10,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		10,000		10,000

On September 4, 2015, the Company modified the grid note dated August 21, 2015 to a stockholder to memorialize (i) the receipt of funds in the amount of $7,500 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		7,500		7,500

F-19

On September 11, 2015, the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $4,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		4,000		4,000

On September 14, 2015, the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $30,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		30,000		30,000

On September 23, 2015, the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $60,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		60,000		60,000

On October 5, 2015, the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $25,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		25,000		25,000

On November 3, 2015, the Speyside Holdings LLC issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $8,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		8,000		8,000

On November 4, 2015, the Speyside Holdings LLC issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $1,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		1,000		1,000

On November 5, 2015, the Speyside Holdings LLC issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $2,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		2,000		2,000

On November 6, 2015, the Speyside Holdings LLC issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $25,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		25,000		25,000

On November 25, 2015, the Company issued a note to memorialize (i) the receipt of funds in the amount of $10,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand. This note is no longer outstanding.		-		10,000

On December 17, 2015, the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $125,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		125,000		125,000

On various dates of December 2015, the Company issued 5 promissory notes to the same stockholder to memorialize (i) the receipt of the funds in the aggregate amount of $59,301 and (ii) the terms of the notes. Pursuant to the terms and conditions, the notes accrue simple interest at 5% per annum until the notes are fully repaid. The notes are due on demand. All of these notes remain outstanding.		59,301		59,301

On December 31, 2015, the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $13,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		13,000		13,000

On various dates of January, February and March, the Speyside Holdings LLC issued 29 promissory notes to the Speyside Holdings LLC to memorialize (i) the receipt of the funds in the aggregate amount of $264,000 and (ii) the terms of the notes. Pursuant to the terms and conditions, the notes accrue simple interest at 5% per annum until the notes are fully repaid. The notes are due on demand. All of these notes remain outstanding.		264,000		-

On various dates of January, February and March, the Company issued 7 promissory notes to the same stockholder to memorialize (i) the receipt of the funds in the aggregate amount of $32,200 and (ii) the terms of the notes. Pursuant to the terms and conditions, the notes accrue simple interest at 5% per annum until the notes are fully repaid. The notes are due on demand. All of these notes remain outstanding.		32,200			-

On various dates of January, February and March, the Company issued 7 promissory notes to the same stockholder to memorialize (i) the receipt of the funds in the aggregate amount of $27,500 and (ii) the terms of the notes. Pursuant to the terms and conditions, the notes accrue simple interest at 5% per annum until the notes are fully repaid. The notes are due on demand. All of these notes remain outstanding.		27,500			-

On various dates of January, February and March, the Company issued 9 promissory notes to the same stockholder to memorialize (i) the receipt of the funds in the aggregate amount of $118,500 and (ii) the terms of the notes. Pursuant to the terms and conditions, the notes accrue simple interest at 5% per annum until the notes are fully repaid. The notes are due on demand. All of these notes remain outstanding.		118,500			-

	$	1,555,701	$	1,123,501

F-20

Note 6 – Equipment Loan

On November 25, 2015 Speyside purchased an excavator for $108,300. $15,600 was paid in cash and financing of $92,700 was acquired. The loan has forty-eight payments of $2,088.93 per month, commencing December 2015 and expiring in November 2019 with an annual interest rate of 3.9%.

Equipment loan consisted of the following:

	March 31, 2016			December 31, 2015

Equipment Loan - Excavator	$	83,703		$	90,912

Less current maturities		(22,197	)		(21,911	)

Total capital lease obligations, net of current maturities	$	61,506		$	69,001

Note 7 - Concentrations

Customer concentrations and credit concentrations for the quarter ended March 31, 2016 are as follows:

	Net Sales						Accounts Receivable
	Three Months ended						at
	March 31, 2016			March 31, 2015			March 31, 2016			December 31, 2015
Customer A		11	%		0	%		5	%		0	%
Customer B		9	%		0	%		8	%		12	%
Customer C		8	%		20	%		2	%		0	%
Customer D		7	%		0	%		2	%		1	%
Customer E		6	%		0	%		14	%		8	%
Customer F		5	%		0	%		1	%		0	%
		46	%		20	%		32	%		21	%

F-21

Notes Payable – Related Parties

Notes payable - Related Parties consisted of the following:

	September 30, 2015		December 31, 2014
On January 30, 2015 the Company issued a promissory note to a stockholder to memorialize (i) the receipt of the funds in the amount of $9,800 and (ii) the terms of note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.	$	9,800	$	-
On various dates between the months of January and June 2015, the Company issued 17 promissory notes to the same stockholder to memorialize (i) the receipt of the funds in the aggregate amount of $128,150 and (ii) the terms of the notes. Pursuant to the terms and conditions, the notes accrue simple interest at 5% per annum until the notes are fully repaid. The notes are due on demand. Nine of these notes remain outstanding.		73,900		-
On April 3, 2015 the Company issued a note to a stockholder to memorialize (i) the receipt of funds in the amount of $50,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		50,000		-
On May 11 2015, the Company issued a note to a stockholder to memorialize (i) the availability of funds in the amount of $500,000 or the amount disbursed to the company and (ii) the terms of the note. As of September 30, 2015, $500,000 has been disbursed to the Company. Pursuant to the terms and conditions, the note accrues interest at the rate of LIBOR (90 day) plus the Margin (4%) per annum and interest payments are due monthly. The note is due May 8, 2016.		500,000		-
On June 19, 2015, the Company issued a note to a stockholder to acknowledge (i) the loan balance of $140,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues compound interest at 5% per annum and is due on demand.		119,000		-
On July 10, 2015, the Company issued a note to, memorialize (i) the receipt of funds in the amount of $10,000 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.		10,000		-
On August 21, 2015, the Company issued a note to, memorialize (i) the receipt of funds in the amount of $19,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		19,000		-
On August 26, 2015, the Company issued a note to, memorialize (i) the receipt of funds in the amount of $10,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		10,000		-
On September 1, 2015, the Company issued a note to, memorialize (i) the receipt of funds in the amount of $10,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		10,000		-
On September 4, 2015, the Company issued a note to, memorialize (i) the receipt of funds in the amount of $7,500 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		7,500		-
On September 14, 2015, the Company issued a note to, memorialize (i) the receipt of funds in the amount of $30,000 and (ii) the terms of the note. Pursuant to the terms and conditions, the note accrues simple interest at 5% per annum and is due on demand.		30,000		-
On September 23, 2015, the Company issued a note to memorialize (i) the receipt of funds in the amount of $60,000 and (ii) the terms of the note. Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and is due on demand.		60,000		-
	$	899,200	$	-

F-22

Note 7 – Commitments and Contingencies

Operating Lease

Operating Lease - Yaphank Facility

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

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

Year ending December 31:
2015 (3 months)		102,027
2016		422,392
2017		109,294
	$	633,713

Deferred Rent

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

Equipment Leases

During the interim period ending September 30, 2015, the Company entered into two equipment rental contracts with a purchase option for heavy machinery to be used in its quarry operations. Each rental contract includes the option of applying monthly rental payments towards the purchase price. The combined cost of both machines is $1,070,000. If Management opts for the purchase option, $20,000 rental payments paid per month for each machine will be applied toward the purchase price. Currently both rentals are within the six and eight month rental periods offered by each equipment vendor respectively.

F-23

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.

Note 9 – Concentrations and Credit Risk

Customers and Credit Concentrations

Customer concentrations and credit concentrations are as follows:

	Net Sales Nine Months ended						Accounts Receivable at
	September 30, 2015			September 30, 2014			September 30, 2015			December 31, 2014
Customer A		10	%		8	%		7	%		8	%

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

Vendor Concentrations

Vendor purchase concentrations and accounts payable concentration as follows:

	Net Purchases						Accounts Payable
	The Nine Months ended						At
	Three Months Ended						Three Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			December 31, 2014
	March 31, 2016			March 31, 2015			March 31, 2016			December 31, 2015
Vendor A		1424	%		-	%		911	%		-10	%
Vendor B		1315	%		57-	%		2711	%		277	%
Vendor C		98	%		0-	%		64	%		-10	%
		36	%		62	%		42	%		27	%
		47	%		-	%		26	%		27	%

Note 108 – Segment Reporting

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

F-24

The Company operates in the following business segments:

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

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

iii.

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

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

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

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

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

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

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

F-2522

Progressive Green Solutions, Inc.
Assets by Segments
	September 30, 2015
	Parent		Returns			Quarry Operations			Total
ASSETS
CURRENT ASSETS
Cash	$	-	$	5,566		$	200		$	5,766
Accounts receivable, net				129,617			850,308			979,925
Inventories, net				263,623						263,623
Advances to related party										-
Advance on purchases							6,033			6,033
Prepayments and other current assets		5,427		11,235			11,705			28,367
Total current assets		5,427		410,041			868,246			1,283,714
PROPERTY AND EQUIPMENT
Property and equipment				102,580			184,558			287,138
Accumulated depreciation				(17,847	)		(8,885	)		(26,732	)
Property and equipment, net				84,733			175,673			260,406
SOFTWARE AND HARDWARE
Software and hardware				190,731			11,993			202,724
Accumulated amortization				(73,747	)		(1,164	)		(74,911	)
Software and hardware, net				116,984			10,829			127,813
LEASEHOLD IMPROVEMENTS
Leasehold improvements				563,267			127,546			690,813
Accumulated amortization				(313,493	)					(313,493	)
Leasehold improvements, net				249,774			127,546			377,320
MANAGEMENT AGREEMENT
Management agreement							50,000			50,000
Accumulated amortization							(14,445	)		(14,445	)
Management agreement, net							35,555			35,555
OTHER ASSETS
Security deposits				34,693						34,693
Deposit on potential purchase							200,000			200,000
Total other assets				34,693			200,000			234,693
Total assets	$	5,427	$	896,225		$	1,417,849		$	2,319,501

Progressive Green Solutions, Inc.

~~See~~Assets ~~accompanying notes~~by ~~to the consolidated financial statements.~~ Segments

F-26

	March 31, 2016
	Parent		Returns			Quarry Operations			Total
ASSETS
CURRENT ASSETS
Cash	$	-	$	17,323		$	4,695		$	22,018
Accounts receivable, net				97,594			795,998			893,592
Prepayments and other current assets		13,587		12,869			7,499			33,955

Total current assets		13,587		127,786			808,192			949,565

PROPERTY AND EQUIPMENT
Property and equipment		-		102,580			302,558			405,138
Accumulated depreciation		-		(22,549	)		(34,708	)		(57,257	)

Property and equipment, net				80,031			267,850			347,881

SOFTWARE AND HARDWARE		-
Software and hardware		-		190,731			16350			207,081
Accumulated amortization				(92,820	)		(3,755	)		(96,575	)

Software and hardware, net				97,911			12,595			110,506

LEASEHOLD IMPROVEMENTS
Leasehold improvements		-		563,267			144,586			707,853
Accumulated amortization		-		(362,539	)					(362,539	)

Leasehold improvements, net				200,728			144,586			345,314

MANAGEMENT AGREEMENT
Management agreement		-		0			50,000			50,000
Accumulated amortization		-		0			(31,112	)		(31,112	)

Management agreement, net							18,888			18,888

OTHER ASSETS
Security deposits		-		34,693						34,693
Deposit on potential purchase		-					200,000			200,000

Total other assets				34,693			200,000			234,693

Total assets	$	13,587	$	541,149		$	1,452,111		$	2,006,847

Progressive Green Solutions, Inc.
Operations by Segment
	For the Nine Months
	Ended
	September 30, 2015
	Parent			Returns Management			Quarry Operations			Total
NET REVENUE	$	-		$	1,382,623		$	1,955,134		$	3,337,757
COST OF GOODS SOLD
Cost of goods sold					1,172,099			1,850,928			3,023,027
COST OF GOODS SOLD		-			1,172,099			1,850,928			3,023,027
GROSS MARGIN		-			210,524			104,206			314,730
OPERATING EXPENSES:
Salaries and wages		61,651			354,603			70,889			487,143
Professional fees		158,368			19,371			69,771			247,510
Rent and occupancy		-			376,796			61,688			438,484
Selling, general and administrative		52,682			299,722			154,588			506,992
Total operating expenses		272,701			1,050,492			356,936			1,680,129
LOSS FROM OPERATIONS		(272,701	)		(839,968	)		(252,730	)		(1,365,399	)

F-23

~~See~~Progressive ~~accompanying notes~~Green ~~to the consolidated financial statements~~Solutions, Inc.

~~F-27~~Operations by Segment

Note 11 – Subsequent Events

	For the Three Months
	Ended
	March 31, 2016
	Parent			Returns Management			Quarry Operations			Total
NET REVENUE	$	-		$	290,847		$	706,386		$	997,233
COST OF GOODS SOLD					134,485			962,999			1,097,484
GROSS MARGIN		-			156,362			(256,613	)		(100,251	)

OPERATING EXPENSES:
Salaries and wages		65,734			53,815			36,377			155,926
Professional fees		7,425			5,229			55,018			67,672
Rent and occupancy		-			69,549			30,391			99,940
Selling, general and administrative		43,404			40,745			105,746			189,895

Total operating expenses		116,563			169,338			227,532			513,433

LOSS FROM OPERATIONS	$	(116,563.00	)	$	(12,976.00	)	$	(484,145.00	)	$	(613,684.00	)

~~The~~Note ~~Company~~9 ~~has~~– ~~evaluated~~Subsequent 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 the following were reportable subsequent events to be disclosed:Events

OnThe ~~October~~Company 1,has ~~2015,~~evaluated ~~Progressive~~all ~~Green~~events ~~Solutions, Inc. and Speyside~~that ~~Holdings~~occur ~~LLC,~~after ~~through~~the abalance ~~newly~~sheet ~~formed~~date ~~New~~through ~~York limited liability company, CEM III LLC, entered into a contract of sale with~~ the ~~Grace~~ E.date ~~Wolf~~when ~~Family Limited Partnership (~~the ~~“Seller”)~~financial tostatements ~~acquire~~were ~~+/-~~issued ~~30 acres of real property contiguous~~ to ~~the quarry~~determine ~~operations~~if ~~that~~they ~~Speyside~~must ~~Holdings~~be ~~LLC is managing and for the purchase price of $1,000,000~~reported. ~~Presently, the Seller has a~~ ~~long~~The ~~term~~Management ~~lease (lease runs through June 2016, with a lessor option to extend for another ten years) with Highland Sand & Gravel, Inc. (the seller~~ of the ~~quarry~~Company todetermined ~~Speyside~~that ~~Holdings~~the ~~LLC)~~following ~~which~~reportable ~~allows~~subsequent ~~for~~event ~~Highland~~was ~~Sand~~required ~~& Gravel, Inc.~~ to ~~operate~~be on part of the Seller’s real property. CEM III LLC is a New York limited liability company formed effective October 1, 2015, has a membership structure consisting of 85% Speyside Holdings LLC, 5% Stonehenge Holdings LLC, 5% Canyon Bound LLC, and 5% Eugene Fernandez.disclosed:

OnDuring ~~October~~the 5,months ~~2015~~of April 2016 through the date of this filing, the Company issued a29 ~~promissory~~notes ~~note~~to stockholders to ~~a stockholder~~memorialize ~~for~~(i) the receipt of ~~the~~ funds intotaling $374,500 and (ii) the ~~amount~~terms of ~~$25,000~~the notes. ~~The~~Pursuant to the terms and conditions the note accrues simple interest at 5% per annum and isare due on demand.

On November 16, 2015, Green remanufacturing Solutions, Inc., the Company’s subsidiary, received a demand from the owner of its Yaphank, New York facilities for unpaid rent in the amount of $205,049.55 since June 2015.F-24

F-28

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.

Results of Operations

For the ~~Nine~~Three Months Ended ~~September~~ 30March 31, ~~2015~~2016, Compared to the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2014~~2015

Revenue

For the ~~nine~~three months ended ~~September 30~~March 31, ~~2015~~2016, consolidated revenue from operations was $3997,~~337,757~~233 compared to $2505,~~301,663~~372 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014, an increase of $1,036,094 (45%)~~2015. This increase in sales volume is primarily due to the continued expansion of Speyside Holdings, LLC into the crushed stone aggregate markets. As for year over year sales for GRS LLC, sales have declined ~~by 40% ($2,301,663 for the interim period January – September 2014 versus $1,382,623 for the interim period ending September 30, 2015)~~. The weak sales performance of GRS LLC during the current period is related to management shifting its business model from a) purchasing consumer returns and reselling consumer returns into the secondary market to b) a service model where GRS LLC does not take title to any goods, but instead refurbishes and/or remanufacturers consumer goods for a fee. It is expected that GRS LLC’s revenues will decrease during this transition but will ultimately culminate in a business model with reduced raw material risk, increased profitability, and cash flows more in line with a company of its size.

Cost of Goods

Our consolidated cost of goods sold (“COGS”) for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016, was $31,~~023~~097,~~027~~604 compared to $1363,~~886,158~~770 for the ~~nine~~three months ended March ~~September 30~~31, ~~2014, an increase of 60%~~2015. This increase is a result of the Company’s focus on mining operations in ~~2015~~2016. To address this increase, Speyside Holdings is in the process of developing a capital expenditure plan that will significantly improve the efficiency of its mining operations, thereby decreasing its direct costs and ultimately its COGS.

Gross Margin

For the ~~nine~~three months ended ~~September 30,~~March ~~2015~~31, ~~gross~~2016, ~~profit~~there ~~from~~was ~~sales~~a ~~was~~negative gross margin of $~~314~~100,~~730~~371, compared to $~~415~~141,~~505~~602 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014, resulting in a decrease of $100,725, a 24% reduction~~2015. The decrease in gross profit is ~~primarily~~ related to ~~disproportionately~~equipment ~~high~~failures ~~COGS~~at ~~related to~~ Speyside Holdings. Inwhich ~~addition~~led to ~~the~~impaired aforementioned, the decrease in gross profits is also attributable to the increase in the price of raw materials from GRS LLC’s vendors and the amount of product purchases from GRS LLC’s vendors that could not be brought back to resalable condition and had to be scrappedproduction. The precipitous increase in the cost to GRS LLC by its vendors and the corresponding decrease in the quality of the product GRS LLC had been receiving from its vendors is one of the drivers for management shifting the GRS LLC business model from the purchase of returned consumer goods for refurbishing/remanufacturing and resale to a fee for service model.

Operating Expenses

Total operating expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2015~~2016 ~~was~~were $1550,~~680~~018,~~129,~~ resulting in a net loss of $1797,~~464~~885,~~743,~~ compared to total operating expenses of $1409,~~888,807~~106 for the ~~nine~~three months ended ~~September~~March 3031, ~~2014~~2015, which resulted in a net loss of $1270,~~480,689~~704. The ~~decrease~~increase in expenses ~~of $208,678 (11%.)~~ was ~~disproportionately low compared~~ related to ~~the~~additional ~~consolidated increase~~SG&A ~~in sales volume, but in step with the reduction in sales volume at GRS LLC as well as cost savings resulting~~ from ~~staff reductions~~Speyside ~~and~~Holdings ~~salary~~(there ~~cuts~~was atno ~~GRS~~SG&A ~~LLC.~~for ~~GRS~~Speyside ~~LLC~~Holdings is in ~~the~~Q1 process of reducing its warehouse space and identifying alternative warehouse space that is more economical and located in a more robust transportation hub. The losses stated for the nine months ended September 30, 2015 ~~do not reflect an addback of $38,279 for Speyside’s non-controlling interest~~). ~~After taking this addback into account, a net loss of $1,426.465 is attributable to the Company’s shareholders.~~

~~For~~Net ~~the Three Months Ended September 30, 2015, Compared to the Three Months Ended September 30, 2014~~Loss

~~Revenue~~For the period ended March 31, 2016, the Company had a net loss of $797,885, or $.02 per share. The net loss is attributable to several factors:

~~For the three months ended September 30, 2015, consolidated revenue from operations was $~~1~~,902,838~~. ~~compared~~One-time toaccounting ~~$689,217~~charges for ~~the~~bad ~~three~~debt ~~months~~write-offs ~~ended~~and ~~September~~allowances ~~30, 2014, an increase of $1,213,621 (176%). This increase in sales volume is derived from the recently acquired quarry business (Speyside Holdings LLC). As~~ for ~~GRS~~doubtful ~~LLC, sales declined $330,045 or 48% during the interim period July – September 2015 compared to the interim period ending September 30, 2014~~accounts. The ~~weak~~value ~~sales performance~~ of ~~GRS~~these ~~during~~amounts ~~the current period~~ is ~~related~~approximately to management shifting its business model from a) purchasing consumer returns and reselling consumer returns into the secondary market to b) a service model where GRS LLC does not take title to any goods$124, ~~but instead refurbishes and/or remanufacturers consumer goods for a fee~~469. It is expected that GRS LLC’s revenues will decrease during this transition but will ultimately culminate in a business model with reduced raw material risk, increased profitability, and cash flows more in line with a company of its size.

~~Cost~~2. ofA ~~Goods~~pivot in Green Remanufacturing Solutions LLC’s business model from purchasing returns for its own account for resale to servicing consumer returns for a fee; – during the pivot in GRS’ business model, there will continue to be a slowdown in revenues due to the business development cycle as such the company will have to spread its overhead over less customers until the business development cycle catches up with the pivot.

Our consolidated cost of goods sold (“COGS”) for the three months ended September 30, 2015, was $ 1,747,686 compared to $594,747 for the three months ended September 30, 2014, an increase of $1,152,939 or $194%. This increase is a result of the Company’s focus on mining operations in 2015. To address this increase, Speyside Holdings is in the process of developing a capital expenditure plan that will significantly improve the efficiency of its mining operations, thereby decreasing its direct costs and ultimately its COGS. 3

~~Gross~~3. ~~Margin~~Royalty expenses that are associated with Speyside Holdings LLC’s management agreement and which are scheduled to cease upon Speyside Holding LLC closing on the Highland Sand & Gravel, Inc. asset purchase agreement; – the royalty that Speyside Holdings LLC pays to Highland Sand & Gravel, Inc. is for aggregate that Speyside Holdings LLC that it extracts and sells from the Highland Mills quarry during the term of the management agreement. Once the management agreement terminates (which will occur when Speyside Holdings LLC’s acquires fee title to the Highland Mills quarry, the management agreement terminates per its term October 2016, or if Highland Sand & Gravel, Inc. cancels it) Speyside Holdings LLC will not incur this charge and its margins will increase.

For the three months ended September 30, 2015, gross profit from sales was $155,152, compared to $94,470 for the three months ended September 30, 2014, resulting in an increase of $60,682, an increase of 64%4. ~~This~~Extraordinary ~~increase~~repairs isand ~~due~~maintenance toundertaken ~~the~~at ~~higher~~Speyside ~~profit~~Holdings ~~margin~~LLC’s ~~of quarry sales versus remanufacturing.~~ operations;

~~Operating~~5. ~~Expenses~~Production inefficiencies at Speyside Holdings LLC due to aging equipment that required extraordinary repairs and maintenance; and

~~Total~~6. ~~operating~~Equipment ~~expenses~~rental fees for ~~the~~equipment ~~three months~~used ~~ended September 30, 2015 was $741,995, resulting~~ in ~~a net loss of $673,599, compared to total operating expenses of $ 737,050 for~~ the ~~three~~operations ~~months ended September 30, 2014, which resulted in a net loss~~ of ~~$ 634,299. The minor increase in expenses of $4,945 (1%.) relates to additional overhead from the newly acquired~~ Speyside Holdings ~~offset by cost savings resulting from staff reductions and salary reductions at GRS~~ LLC.

Plan of Operation

Our plan of operations over the next twelve months includes (i) focusing our operations on Speyside Holding LLC’s quarry operations; (ii) increasing annual sales revenue to $10,000,000; (iii) securing service contracts with consumer product manufacturers, resellers, and service providers; (iv) exploring the acquisitions of quarries, concrete plants, asphalt plants and construction companies; (v) reducing Green Remanufacturing Solution, LLC’s overhead; and (vi) exploring transportation alternatives for Speyside including in-house trucking and rail siding. In order to implement our plan of operation, we will need to obtain outside funding. Green Remanufacturing Solutions LLC’s strategic vision is so shift from purchasing consumer returns to refurbishing consumer goods for a fee. The service agreement business mode allows the Company to increase revenue without the need to purchase inventory, thereby reducing cash flow constraints. Speyside Holding LLC’s strategic vision is to close on its purchase agreement with Highland Sand & Gravel, Inc. and expand the sales of its crushed aggregate into the New York, New Jersey and Connecticut markets. The Company believes that it will need a minimum of $15,000,000 to cover its planned operations over the next 12 months.

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

Liquidity and Capital Resources

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

As of ~~September~~March 3031, ~~2015~~2016, the Company had a a cash balance of $522,~~766~~061. The Company believes that such funds will be insufficient to fund its expenses over the next twelve months. There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. We currently have no commitments with any person for any capital expenditures.

Using an annualized figure of $2,~~240~~200,~~172~~ 072 for our operating costs, costs are approximately $~~186~~183,~~681~~339 a month. Given the amount of cash currently on hand, we expect our current cash reserves to last for less than one month.

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

Off Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2015~~2016, there were no ~~off~~ off balance sheet arrangements.

Basis of Presentation

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

Going Concern

WeThe ~~have~~Company has incurred losses since inception and ~~have~~has ~~net cash~~ used ~~from~~$334,182 ~~our~~in ~~operations~~cash ~~through~~provided ~~the~~by ~~reporting~~operations ~~period ended~~as ~~September~~of 30March 31, ~~2015~~2016. Further, the Company has ~~inadequate~~a working capital todeficit. The ~~maintain~~Company ~~or develop its operations, and~~ is dependent upon funds from private investors and the support of certain stockholders.

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

Critical Accounting Policies and Estimates

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

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

Recent Accounting Pronouncements

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

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

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

~~(b) Changes in Internal Control over Financial Reporting~~ 5

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 September 30, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a ~~material~~materially 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~~ affecting our company, our common stock, any of our subsidiaries or of our ~~companies~~company’s or our ~~subsidiaries~~company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

~~Information~~The ~~regarding~~information ~~the~~concerning ~~Company's~~ mine ~~safety~~ safety violations ~~and~~or other ~~legal~~regulatory matters ~~disclosed~~required inby ~~accordance with~~ Section 1503 (a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this ~~Form~~quarterly ~~10-Q~~report.

Item 5. Other Information.

~~On October 1, 2015, Progressive Green Solutions, Inc~~None. and Speyside Holdings LLC, through a newly formed New York limited liability company, CEM III LLC, entered into a contract of sale with the Grace E. Wolf Family Limited Partnership (the “Seller”) to acquire +/- 30 acres of real property contiguous to the quarry operations that Speyside Holdings LLC is managing and for the purchase price of $1,000,000. Presently, the Seller has a long term lease (lease runs through June 2016, with a lessor option to extend for another ten years) with Highland Sand & Gravel, Inc. (the seller of the quarry to Speyside Holdings LLC) which allows for Highland Sand & Gravel, Inc. to operate on part of the Seller’s real property. CEM III LLC is a New York limited liability company formed effective October 1, 2015, has a membership structure consisting of 85% Speyside Holdings LLC, 5% Stonehenge Holdings LLC, 5% Canyon Bound LLC, and 5% Eugene Fernandez.

On October 5, 2015 the Company issued a promissory note to a stockholder for receipt of the funds in the amount of $25,000. The note accrues simple interest at 5% per annum and is due on demand.

Item 6. Exhibits.

Exhibit No.		Description
21.1		Subsidiaries of the Registrant
31.1		Certification of Principal Executive and Principal Financial and Accounting Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002
32.1		Certification of Principal Executive and Principal Financial and Accounting Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95		Mine Safety Disclosures Required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

4 6

SIGNATURES

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

	PROGRESSIVE GREEN SOLUTIONS, INC.
Date: December 2, 2015	By:	/s/ Eugene Fernandez
Date: May 23, 2016	By:	/s/ Eugene Fernandez
		Name:	Eugene Fernandez
		Title:	President and Interim Chief Financial Officer (Principal Executive and Principal Financial and Accounting Officer)

5 7

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