UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2014

o ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________ to _____________.

Commission file number 000-54049

~~GREEN~~Green Automotive ~~AUTOMOTIVE COMPANY~~Company

(Exact name of registrant as specified in its charter)

Nevada	22-3680581
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5495 Wilson Street Riverside, California	92509
2618 San Miguel, Suite 203 Newport Beach, California 92660
(Address of principal executive offices)	(Zip Code)
(Address of principal executive offices) (Zip Code)

(~~800~~310) ~~863~~884 - ~~9098~~3332

Registrant’s telephone number, including area code

5495 Wilson Street

Riverside, California 92509

(Former address, if changed since last report)

(Former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ☒ No o☐

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

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

Large accelerated filer o☐ Accelerated filer o☐ Non-accelerated filer o☐ Smaller reporting company x☒ (Do not check if a smaller reporting company)

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

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

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o ☐ No o☐

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~August~~January 2815, ~~2014~~2016, there were ~~665~~747,~~357~~837,~~414~~ 198 shares of common stock, $0.001 par value, issued and outstanding.

Table of Contents

GREEN AUTOMOTIVE COMPANY

PART I – FINANCIAL INFORMATION
ITEM 1 – Financial Statements	56
ITEM 2 – Management’s Discussion And Analysis Of Financial Condition And Results Of Operation	3734
ITEM 3 – Quantitative And Qualitative Disclosures About Market Risk	4548
ITEM 4 – Controls And Procedures	4548
PART II – OTHER INFORMATION
ITEM 1 – Legal Proceedings	4850
ITEM 1A – Risk Factors	4951
ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	4951
ITEM 3 – Defaults Upon Senior Securities	5253
ITEM 4 – Mine Safety Disclosures	5253
ITEM 5 – Other Information	5253
ITEM 6 – Exhibits	5256

Table of Contents

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

~~ITEM~~Table ~~1 Financial~~of ~~Statements~~Contents

~~The~~ITEM ~~unaudited condensed consolidated financial statements of registrant for the period ended June 30, 2014 and 2013 are below~~1. ~~The~~ ~~condensed~~Financial consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.Statements

~~GREEN~~The ~~AUTOMOTIVE~~unaudited ~~COMPANY~~condensed consolidated ~~AND~~financial ~~SUBSIDIARIES~~statements of registrant for the three and nine months ended September 30, 2014 and 2013 are below. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. All such adjustments are of a normal and recurring nature.

~~Index~~GREEN toAUTOMOTIVE ~~Financial~~COMPANY ~~Statements~~AND SUBSIDIARIES

	Page
Condensed Consolidated Balance Sheets – June 30, 2014 (Unaudited) and December 31, 2013	6
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013 (Unaudited)	7
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2014 and 2013 (Unaudited)	8
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (Unaudited)	9
Notes to Condensed Consolidated Financial Statements (Unaudited)	11

Index to Financial Statements


	Page

Condensed Consolidated Balance Sheets – September 30, 2014 (Unaudited) and December 31, 2013	6
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013 (Unaudited)	7
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2014 and 2013 (Unaudited)	8
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (Unaudited)	9
Notes to Condensed Consolidated Financial Statements (Unaudited)	10

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~5

~~(Formerly~~Table ~~Green~~of ~~Automotive Company Corporation)~~Contents

~~Condensed~~GREEN ~~Consolidated~~AUTOMOTIVE ~~Balance~~COMPANY ~~Sheets~~AND SUBSIDIARIES

~~June~~Condensed ~~30,~~Consolidated ~~2014~~Balance ~~and December 31, 2013~~Sheets

	June 30,		December 31,
	2014		2013
	(Unaudited)		(audited)
Current Assets
Cash	$	40,810	$	61,723
Accounts receivable		106,051		154,278
Inventories		702,390		412,312
Prepaid expenses and deposits		60,340		585,503
Other		1,423		4,647
Total Current Assets		911,014		1,218,463
Non-Current Assets
Property and equipment, net		533,115		608,405
Deferred financing cost		24,000		60,000
Total Assets	$	1,468,129	$	1,886,868
Current Liabilities
Accounts payable and accrued expenses	$	2,060,565	$	1,717,214
Deferred revenue		114,823		170,251
Current portion of notes payable		1,031,506		845,396
Credit facility and other advances		56,234		45,527
Derivative liability		13,836,954		71,752,773
Funds received not converted into equity (net of discount)		-		215,000
Sums due to Global Market Advisors		170,889		170,889
Accrued value added taxes		79,039		162,600
Sums due to Global Trade Finance		25,000		25,000
Lease payable		66,292		64,197
Other payables		201,373		176,836
Total Current Liabilities		17,642,675		75,345,683
Long-term Liabilities
Notes payable, net of current maturities		293,357		203,946
Total Liabilities		17,936,032		75,549,629
Stockholder's Deficit
Preferred stock, Class A Convertible Preferred Stock 100,000,000 shares authorized at June 30, 2014 and December 31, 2013, $.001 par value, 782,701 and 924,366 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively.		783		924
Common stock, 900,000,000 shares authorized, $.001 par value 643,629,558 and 405,043,436 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively		643,629		405,043
Additional paid-in capital		47,182,586		37,019,643
Accumulated other comprehensive loss		(135,090)		(198,424)
Accumulated deficit		(64,159,810)		(110,889,947)
Total Stockholder's Deficit		(16,467,903)		(73,662,761)
Total Liabilities and Stockholders' Deficit	$	1,468,129	$	1,886,868

September 30, 2014 and December 31, 2013

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

	September 30,			December 31,
	2014			2013

Current Assets
Cash	$	44,135		$	2,902
Accounts receivable		800			—
Inventories		599,657			177,346
Prepaid expenses and deposits		—			545,409
Other		5,138			—
Current assets from non-continuing operations		—			492,806
Total Current Assets		649,730			1,218,463

Non-Current Assets
Property and equipment, net		372,219			455,287
Non-current assets from non-continuing operations		—			153,118
Total Non-Current Assets		372,219			608,405

Other Assets
Deferred financing cost		—			60,000
Total Other Assets		—			60,000

Total Assets	$	1,021,949		$	1,886,868

Current Liabilities
Accounts payable and accrued expenses	$	554,127		$	197,179
Current portion of notes payable		1,067,426			845,396
Credit facility and other advances		14,134			—
Derivative liability		12,814,383			71,752,773
Funds received not converted into equity (net of discount)		—			215,000
Sums due to Global Trade Finance		25,000			25,000
Sums due to Global Market Advisors		170,889			170,889
Other payables		—			176,836
Current liabilities from discontinued operations		2,954,051			1,962,611
Total Current Liabilities		17,600,010			75,345,683

Long-term Liabilities
Loans payable, net of current maturities		22,500			203,946
Total Long-term Liabilities		22,500			203,946

Total Liabilities		17,622,510			75,549,629

Contingencies		—			—

Stockholder's Deficit
Preferred stock, Class A Convertible Preferred Stock
100,000,000 shares authorized at September 30, 2014
and December 31, 2013, $.001 par value, 782,701 and 924,366 shares
issued and outstanding at September 30, 2014 and December 31, 2013, respectively		783			924
Preferred stock, Class Y Convertible Preferred Stock
40,000,000 shares authorized at September 30, 2014
$.001 par value, 35,561,651 shares issued and outstanding
at September 30, 2014 and 0 at December 31, 2013, respectively		35,563
Common stock, 900,000,000 shares authorized,
$.001 par value 639,988,456 and 405,043,436 shares issued
and outstanding at September 30, 2014 and December 31, 2013, respectively		639,988			405,043
Additional paid-in capital		47,312,340			37,019,643
Accumulated other comprehensive loss		(186,617	)		(198,424	)
Accumulated deficit		(64,402,618	)		(110,889,947	)

Total Stockholder's Deficit		(16,600,562	)		(73,662,761	)

Total Liabilities and Stockholders' Deficit	$	1,021,949		$	1,886,868

6The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~6

~~(Formerly~~Table ~~Green~~of ~~Automotive Company Corporation)~~Contents

~~Condensed~~GREEN ~~Consolidated~~AUTOMOTIVE ~~Statements~~COMPANY ofAND ~~Operations~~SUBSIDIARIES

~~For~~Condensed ~~The~~Consolidated ~~Three~~Statements ~~and~~of ~~Six Months Ended June 30, 2014 and 2013~~ Operations

~~Unaudited~~For The Three and Nine Months Ended September 30, 2014 and 2013

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
			(Restated)				(Restated)
Revenues	$	1,575,599	$	429,392	$	2,823,469	$	647,788
Costs of goods sold		1,452,724		409,165		2,459,563		488,012
Gross profit		122,875		20,227		363,906		159,776
Operating expenses
Depreciation and amortization		45,692		9,206		92,290		18,082
Loss on disposal of equipment		-		-		-		12,516
Stock based compensation		41,498		-		5,717,015		214,286
Stock issued for settlements		-		-		-		-
General and administrative		1,121,502		523,551		1,749,945		1,009,699
		1,208,692		532,757		7,559,250		1,254,583
Loss before other expenses		(1,085,817)		(512,530)		(7,195,344)		(1,094,807)
Other income (expenses)
Change in fair value of derivative liability		(7,278,229)		(1,114,759)		56,465,415		37,616,530
Stock issued for settlements		-		(1,237,200)		-		(1,237,200)
(Loss)/gain on settlement of debt		-		-		(484,028)		-
Loss on conversion of preferred shares		-		-		-		(20,375)
Other income/expense		(200,000)		-		(200,000)		-
Interest expense		(1,137,218)		(137,254)		(1,855,906)		(183,174)
		(8,615,447)		(2,489,213)		53,925,481		36,175,781
Income/(Loss) before income taxes		(9,701,264)		(3,001,743)		46,730,137		35,080,974
Provision for income taxes		-		-		-		-
Net income	$	(9,701,264)	$	(3,001,743)	$	46,730,137	$	35,080,974
Income (loss) per share (Basic)	$	(0.02)	$	(0.01)	$	0.09	$	0.10
Income (loss) per share (Diluted)	$	(0.02)	$	(0.01)	$	0.05	$	0.06
Weighted average shares outstanding (Basic)		599,459,864		342,209,651		531,791,726		342,209,651
Weighted average shares outstanding (Diluted)		599,459,864		561,677,952		991,115,183		561,677,952

(Unaudited)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
				(restated)						(restated)

Revenues	$	1,662,918		$	644,624		$	3,459,607		$	828,888
Costs of goods sold		1,281,116			483,938			3,281,507			630,462
Gross profit		381,802			160,686			178,099			198,426

Operating expenses
Depreciation and amortization		38,697			18,384			87,069			19,705
Loss on disposal of assets		—			12,516			—			—
Impairment of assets		373,060			—			373,060			—
General and administrative		341,361			5,166,470			6,815,927			6,927,683
		753,118			5,197,370			7,276,056			6,947,388

Operational income/ (loss)		(371,316	)		(5,036,684	)		(7,097,957	)		(6,748,962	)

Other income/(expenses)
Change in fair value of derivative liability		(361,135	)		(18,766,197	)		57,095,577			18,850,333
Stock issued for settlements		—			(1,237,200	)		—			(1,237,200	)
Gain (loss) on settlement of debt		—			—			(484,028	)		—
Loss on conversion of preferred shares		—			(16,116	)		—			(36,490	)
Other income/(expense)		660,296			—			460,296			—
Interest income/(expense)		194,581			(28,929	)		(1,642,960	)		(194,673	)
		493,742			(20,048,442	)		55,428,885			17,381,970

Income/(Loss) from continuing operations		122,427			(25,085,126	)		48,330,929			10,633,008

Income/(Loss) from discontinued operations		(4,347,499	)		(325,262	)		(1,843,600	)		(962,421	)

Earnings before income tax		(4,225,072	)		(25,410,387	)		46,487,329			9,670,587

Income taxes		—			—			—			—

Net income	$	(4,225,072	)	$	(25,410,387	)	$	46,487,329		$	9,670,587

Income (loss) per share (Basic)	$	(0.01	)	$	(0.07	)	$	0.08		$	0.03

Income (loss) per share (Diluted)	$	(0.01	)	$	(0.07	)	$	0.04		$	0.01

Weighted average shares outstanding (Basic)		659,999,514			384,197,678			573,312,300			356,544,473

Weighted average shares outstanding (Diluted)		659,999,514			384,197,678			1,245,719,364			735,405,168

7The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~7

~~(Formerly~~Table ~~Green~~of ~~Automotive Company Corporation)~~Contents

~~Condensed~~GREEN ~~Consolidated~~AUTOMOTIVE ~~Statements~~COMPANY ofAND ~~Comprehensive Income / (Loss)~~SUBSIDIARIES

~~For~~Condensed ~~The~~Consolidated ~~Three~~Statements ~~Months~~of ~~Ended~~Comprehensive Income ~~June~~/ ~~30, 2014 and 2013~~(Loss)

~~Unaudited~~For The Three and Nine Months Ended September 30, 2014 and 2013

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
			(Restated)				(Restated)
Net income (loss)	$	(9,701,264)	$	(3,001,743)	$	46,730,137	$	35,080,974
Other comprehensive loss, net of tax:
Foreign currency translation		78,701		(13,122)		63,334		-
Comprehensive income (loss)		(9,622,563)		(3,014,865)		46,793,471		35,080,974

(Unaudited)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2014			2013			2014		2013
				(restated)					(restated)
Net income (loss)	$	(4,225,072	)	$	(25,410,387	)	$	46,487,329	$	9,670,587

Other comprehensive loss, net of tax:
Foreign currency translation		(51,526	)		(137,095	)		11,808		(52,289	)

Comprehensive income (loss)		(4,276,598	)		(25,547,482	)		46,499,137		9,618,298

8The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~8

~~(Formerly~~Table ~~Green~~of ~~Automotive Company Corporation)~~Contents

~~Condensed~~GREEN ~~Consolidated~~AUTOMOTIVE ~~Statements~~COMPANY ofAND ~~Cash Flows~~SUBSIDIARIES

~~For~~Condensed ~~The~~Consolidated ~~Three~~Statements ~~Months~~of ~~Ended June 30, 2014 and 2013~~Cash Flows

	June 30,
	2014		2013
			(Restated)
OPERATING ACTIVITIES:
Net income	$	46,730,137	$	35,080,974
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		92,290		18,082
Non cash - interest expense		-
Amortization of debt discounts		1,681,307		46,183
Loss on disposal of assets		200,000		12,516
Shares issued for settlement of agreement				1,237,200
Shares issued as additional interest		24,038
Loss on conversion of preferred shares				20,375

For The Nine Months Ended September 30, 2014 and 2013

(~~Gain~~Unaudited)~~/loss on settlement of debt~~

484,028

	September 30,
	2014			2013
				(restated)
OPERATING ACTIVITIES:
Net income	$	46,487,329		$	9,670,588
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		147,069			45,494
Debt discount
Amortization of debt discounts		1,671,252			14,119
Loss on disposal of assets		200,000			25,876
Shares issued for settlement of agreement		226,797			1,237,200
Loss on conversion of preferred shares					36,490
(Gain)/loss on settlement of debt		484,028
Shares issued for services		92,000
Change in fair value of derivative liability		(57,095,577	)		(18,850,333	)
Share based compensation		5,717,015			6,191,202
Stock Options		523,905
Changes in operating assets and liabilities:
Accounts receivable		(800	)		143,975
Inventories		(422,311	)		(215,942	)
Other assets		(5,138	)		(3,703	)
Assets in discontinuing operations		658,923
Liabilities in discontinuing operations		(1,962,611	)
Prepaid expenses		545,409			(17,331	)
Accounts payable and accrued expenses		1,775,678			661,155
Deferred revenue		—			207,846
Other liabilities					115,412
Net cash used in operating activities		(957,033	)		(737,952	)

INVESTING ACTIVITIES:
Proceeds from disposal of vehicles					28,126
Cash received from acquisition					14,896
Purchase of property and equipment		(17,000	)		(587,411	)
Net cash used in investing activities		(17,000	)		(544,389	)

FINANCING ACTIVITIES:
Proceeds from funds received from FMS					907,839
Proceeds from issuance of common stock		13,500
Borrowings on line of credit, net		14,134
Payments to reduce line of credit					(69,628	)
Proceeds from notes payable		1,085,682			467,406
Payments to notes payable		(109,860	)
Net cash provided by financing activities		1,003,456			1,305,617

Effect of change in exchange rate on cash		11,808			(48,418	)

Net (decrease) / increase in cash		41,231			(25,142	)

CASH AT BEGINNING PERIOD		2,902			87,325
CASH AT END OF PERIOD	$	44,133		$	62,183

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes

NON-CASH INVESTING AND FINANCING TRANSACTIONS
Share based compensation				$	214,286
Common shares issued in exchange for preferred shares	$	2,468,841		$	11,278,686
Common shares issued to settle liabilities	$	5,010,110		$	268,142
Common shares issued in relation to investment in a JV	$	378,792		$	335,895
Common shares issued in relation to acquisition				$	6,755,290
Common shares issued for debt conversion	$	2,244,708
Preferred shares converted to ordinary				$	(105	)
Preferred shares issued to settle debt	$	210,000		$	800,932

~~Shares~~The ~~issued~~accompanying ~~for~~notes ~~services~~are an integral part of the unaudited condensed consolidated financial statements

~~100,500~~ 9

- Table of Contents

~~Change~~GREEN inAUTOMOTIVE ~~fair~~COMPANY ~~value~~AND ~~of derivative liability~~SUBSIDIARIES

~~(56,465,415)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~37,616,530~~UNAUDITED)

~~Share~~1. ~~based~~DESCRIPTION ~~compensation~~OF BUSINESS

5We are involved in the development,~~717~~ manufacturing and sale of diesel,~~015~~ gas, CNG and electric buses. We plan to move forward with the production of all-electric buses, as well as begin converting other mass transit vehicles into electric powered vehicles. We expect this to be the core focus of our business activities going forward. We recently introduced a prototype electric bus, which we named the E-Patriot line. The E-Patriot seats 15-23 passengers, depending on configuration and is expected to have a hundred mile range in-between charges when it is ready for market.

~~214~~We are a corporation originally organized under the laws of the State of Delaware in 1996,~~286~~ but re-incorporated in Nevada effective June 3, 2011. We formerly operated under the name GANAS Corp. (“GANAS”). Prior to November 2009, GANAS’ objective was to obtain through acquisition and/or merger transactions, assets, which could benefit our shareholders. Effective November 4, 2009, GANAS acquired Go Green USA LLC, a Nevada limited liability company organized on April 28, 2009 (“Go”), in a share exchange transaction pursuant to which newly issued shares of GANAS common stock were issued in exchange for all of the issued and outstanding membership interests of Go (the “Go Merger”). The Go Merger resulted in GANAS issuing 1,436,202 shares of its common stock with par value $0.001 for each 1% membership interest in Go, following which GANAS changed its name to Green Automotive Company Corporation. Effective September 30, 2011, we effected a Change of Domicile, re-incorporating in Nevada and simplifying our name to Green Automotive Company, among other things (the “Re-Incorporation”).

~~Changes~~Matter inof ~~operating~~Time ~~assets and liabilities:~~Merger

- On September 1, 2011, Green Automotive Company entered into a Stock Purchase Agreement and Escrow Agreement with Mark E. Crone (“Crone”) and Bosch Equities, L.P. (“Bosch”), under which we purchased 100% of the outstanding equity of Matter of Time I Co., a Nevada corporation (“MOT”), and extinguished a repayment obligation of MOT totaling $6,000, all in exchange for $30,000.

~~Accounts~~On ~~receivable~~February 10, 2012, Green Automotive Company entered into a Merger Agreement and Plan of Reorganization with Matter of Time I Co., a Nevada corporation (“MOT”) (the “MOT Agreement”). Under the MOT Agreement, at the closing of the transaction contemplated by the MOT Agreement, MOT dissolved into and became a part of Green Automotive Company, with Green Automotive Company being the surviving corporation and assuming MOT’s status as a reporting issuer under the Securities Exchange Act of 1934, as amended. On December 14, 2012 the transactions contemplated by the MOT Agreement closed (the “Closing”). As a result of the Closing, MOT was merged out of existence and Green Automotive Company became a reporting issuer under the Securities Exchange Act of 1934, as amended.

~~48,227~~ Liberty Transaction

36On June 28,~~475~~ 2012, we entered into a Stock Exchange Agreement (the “Liberty Agreement”) with Liberty Electric Cars Limited., an England and Wales private company limited (“LEC”), and its wholly-owned subsidiary LEC 2 Limited, an England and Wales private company limited (“LEC2” and together with LEC, the “LEC Entities”), under which our wholly-owned subsidiary, Liberty Automotive Group, Inc. (formerly GAC EV Motors Inc.), a Nevada corporation (“LAG”) agreed to purchase 100% of the issued and outstanding securities of LEC (the “LEC Shares”), that owns 100% of the issued and outstanding securities of LEC2 (the “LEC2 Shares”) (collectively the “LEC Securities”) in exchange for the transfer of Thirty Nine Million Seven Hundred Forty Two Thousand One Hundred Seventy Eight (39,742,178) shares of our common stock held by LAG to the LEC Shareholders. The value of these shares at the close of trading on the day of issuance was $17,486,558. These shares represented approximately 8.19% of our outstanding voting control at the time. We also issued to Mr. West and Mr. Hobday, the executives of LEC, a total of 300,000 shares of our Series A Preferred Stock (subject to forfeiture on a pro rata basis over a three year period) in exchange for the non-competition provisions in their independent contractor agreements. This transaction closed on July 23, 2012. Subsequently, on or about August 15, 2014, LEC, along with each of LEC’s wholly owned subsidiaries, ceased business operations.

~~Inventories~~10

~~(290,078)~~Table of Contents

~~(281,486)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

~~Other~~NOTES ~~assets~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~3,224~~ (UNAUDITED)

As a result of the Liberty Transaction, we acquired Liberty Electric Company (2LEC),~~212~~ a company that designed and developed electric vehicle drive solutions for use in its own converted vehicles and for sale to original equipment manufacturers (OEMs) for incorporation into their production. LEC’s engineers contributed to the invention of innovative EV drive train technologies that was believed to be employable in a wide variety of vehicle platforms. LEC was also a contributing member of a number of advanced research programs for developing next generation electric vehicle (“EV”) solutions. These programs included the “Deliver” project where LEC collaborated with “tier one” automotive companies to develop a pure electric commercial vehicle, and the “Motore” project in which LEC collaborated with “tier one” automotive companies and universities to develop a “rare earth” free electric motor technology. Additionally, LEC created after sales support for EVs including the Modec truck and the G-Wiz car, by developing a comprehensive aftermarket maintenance program throughout Europe for its customers’ electric trucks and cars.

~~Prepaid~~Due ~~expenses~~to its experience in EV technologies and in servicing EVs, LEC had an agreement with a large U.S. truck manufacturer for the on-going support of electric vehicles run by its key clients in Europe. LEC continued to take care of all warranty support when required by these customers, all of whom run fleets of electric commercial vehicles across Europe. This truck manufacturer’s customers include major companies such as FedEx, UPS and Veolia, who are using the first “ground up” electric trucks known as the “Modec” that were launched some four years ago for the purpose of making pollution free deliveries in urban areas.

~~525~~Pursuant to the Liberty Agreement,~~163~~ we also issued to GAC Automotive Services, Inc., a Nevada corporation and one of our wholly-owned subsidiaries (“GAC Auto”) Ten Million (10,000,000) shares of Series B Convertible Preferred Stock (the “Series B Shares”). The issuance of the Series B shares to GAC Auto was not part of the purchase price of the LEC Entities and was not compensation to the LEC Entities or LEC Shareholders, but was reserved for issuance to shareholders of certain entities that LEC and/or LEC2 have been in negotiations with at the time of execution of the Liberty Agreement if those entities and/or assets were purchased by us or our subsidiaries. Subsequently, instead of issuing the B shares, we agreed to issue 59,000,000 GACR shares to the former shareholders for LEC’s acquisitions of OEC International Limited (OEC) and Footloose 4x4 Limited (Footloose). However, the 59,000,000 shares were never issued and we have never consolidated OEC nor Footloose into our financial statements. Subsequently, LEC and its subsidiaries, excluding Footloose, ceased operations on or about August 15, 2014, and are in liquidation under a voluntary liquidation in accordance with Section 98 of the United Kingdom’s Insolvency Act of 1986. LEC began to wind down Footloose in late 2013. A formal petition to liquidate Footloose was presented on 3 July 2014 and a formal Resolution for Voluntary Winding-up was granted August 27, 2014. Legal representation of the liquidation was facilitated by Everys Solicitors, Taunton, United Kingdom.

~~(989)~~To date, all of the Series B Shares are still held by GAC Auto. For reporting purposes, the Series B Preferred Stock is eliminated upon consolidation.

~~Accounts~~Newport ~~payable~~Coachworks ~~and accrued expenses~~Transaction

~~343~~On October 12,~~351~~ 2012, we entered into an Acquisition and Stock Exchange Agreement (the “NCWI Agreement”) with Newport Coachworks, Inc., a California corporation (“NCWI”), under which we agreed to purchase 100% of the issued and outstanding securities of NCWI (the “NCWI Shares”) from Mr. Carter Read, NCWI’s sole shareholder, in exchange for the transfer of Five Million (5,000,000) shares of our common stock due at the closing of the transaction (the “GAC Closing Shares”), and up to an additional Twenty Two Million (22,000,000) shares of our common stock (the “GAC Additional Shares” and together with the GAC Closing Shares, the “GAC Shares”) to vest as follows: upon NCWI obtaining bona fide, binding purchase orders, with cash down payment standard in the industry to NCWI, from third party purchasers requiring NCWI to manufacturer Sixty (60) buses with compressed natural gas engines at NCWI’s manufacturing facility (each a “Qualified Purchase Order”) within the first twelve (12) months following the payment of one-half of the initial forecasted funding of $500,000. This transaction closed on October 12, 2012. On or by July 18, 2013, 27,000,000 GAC shares were issued to Mr. Read.

~~334,198~~ 11

~~Deferred~~Table ~~revenue~~of Contents

~~(55,428)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

~~43,499~~ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Other liabilities~~(UNAUDITED)

1. DESCRIPTION OF BUSINESS (~~84,125~~continued)

~~186,357~~ Going Green Transaction

~~Net~~On ~~cash~~January ~~used~~31, 2013, the Company signed a binding agreement to buy U.K.-based electric vehicle distributor Going Green Limited, which operated under the brand name “GoingGreen.” Founded in ~~operating~~2002, ~~activities~~it sold over 1,400 G-Wiz vehicles, an electric vehicle manufactured in India by the Indo-Reva Electric Car Company. The acquisition was completed on or about April 1, 2013 when 1,562,498 shares of GAC common stock were authorized for exchange for 100% of the issued and outstanding securities of Going Green Limited and 150,501 shares of GAC common stock for issuance to former creditors of Going Green. Due to a temporary restraining order in an unrelated litigation in Utah by us against a former stockholder the shares were not released by our transfer agent until June 24, 2013. Ian Hobday, our then CEO, and Daren West, our former CFO, served as directors of Going Green prior to the acquisition. On or about August 15, 2014, Going Green ceased operations and is in liquidation under a voluntary liquidation in accordance with Section 98 of the United Kingdom’s Insolvency Act of 1986.

With creditors’ approval, on or about August 27, 2014, former LEC and Going Green staff members, led by Clive Southwell, a director of the U.K. businesses at the time LEC and Going Green ceased operations, along with financial support from former GAC director Nicholas Hewson and our then CEO Ian Hobday, purchased the assets of Going Green through a company they organized, Clean Transport and Technology Limited (~~945~~“CTT”) for a purchase price of £22,~~766~~800 (£19,000 plus £3,280 value added tax (VAT)) and the assets of LEC2 for £7,200 (£6,000 plus £1,200 VAT) for a total of £30,000. The assets of LEC2 consisted primarily of spare parts and batteries, and the assets of Going Green consist primarily of parts, equipment and used vehicles. The sale proceeds were paid to Lameys and the sales were approved at the respective creditors’ committee meetings when they were held.

~~(671,072)~~Viridian Motor Corporation Transaction

~~INVESTING~~On ~~ACTIVITIES:~~or about January 9, 2014 we acquired 21.63% of Viridian Motor Corporation (VMC), a US-based electric truck manufacturer. VMC was a company devoted to advancing twenty-first century transportation technology using alternative fuels and propulsion systems to build fully electric, light duty trucks, which included their own electric drive train and unique battery packs. In February 2014 we acquired an additional 1.5% of the company. On January 6, 2014, we issued 1,292,270 shares to Burton Neil and Dale Nyhus for an obligation of $173,060 related to the acquisition. The value of the issued shares on the day of issuance was $206,763. For the period ending September 30, 2014, we impaired the value of the investment in VMC by 100%.

~~Proceeds~~2. ~~from~~BASIS ~~disposal~~OF ofPRESENTATION ~~vehicles~~

- The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.

28The unaudited condensed interim consolidated financial statements at September 30,~~092~~ 2014 and for the three and nine-month periods ended September 30, 2014 and 2013 are unaudited, but include all adjustments, consisting of normal recurring entries, which our management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year.

~~Proceeds~~3. ~~from~~SUMMARY ~~disposal~~OF ofSIGNIFICANT ~~investments~~ACCOUNTING POLICIES

- The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to GAAP in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements.

~~14,896~~ 12

~~Purchase~~Table of ~~property and equipment~~Contents

~~(17,000)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

~~(420,224)~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Net cash used in investing activities~~(UNAUDITED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (~~17,000~~continued)

~~(377,236)~~Principles of Consolidation

~~FINANCING~~The ~~ACTIVITIES:~~Company’s unaudited condensed consolidated financial statements include the assets, liabilities and operating results of majority-owned subsidiaries. The Company does not hold significant variable interests in any variable interest entities. All significant intercompany accounts and transactions have been eliminated.

~~Increase~~Reverse inMerger ~~advances payable~~Accounting

The MOT Merger was accounted for as a reverse- merger and recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Green Automotive Company was the acquirer for financial reporting purposes and MOT was the acquired company. Consequently, the assets and liabilities and operations that are reflected in the historical financial statements prior to the Merger will be those of Green Automotive Company and will be recorded at the historical cost basis of the Company. The consolidated financial statements after completion of the Merger include the assets and liabilities of Green Automotive Company. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger.

~~Advances~~Going ~~from related party~~Concern

- Our condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. However, as of September 30, 2014, we have sustained recurring operating losses, have outstanding payables, a stockholders’ deficit of $16,600,561, have ceased operations in the United Kingdom and have insufficient operating capital. These conditions, among others, give rise to substantial doubt about our ability to continue as a going concern and increase the likelihood of bankruptcy. Management is continuing to seek additional capital to fund our ongoing business and improve the profitability of existing operations. Until such time, our working capital needs must be funded through the issuance of additional debt and equity instruments; however, there can be no assurance that we will receive the sums required at the times and in the amounts needed, or that any funding will not be accompanied by conditions unfavorable to us. Management believes these steps may provide us with adequate funds to sustain our continuing existence. There is, however, no assurance that the steps taken by management will meet all of our needs or that we can continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty or from bankruptcy.

~~Proceeds~~Use ~~from issuance~~ of ~~common stock~~Estimates

5The preparation of the condensed consolidated financial statements requires our management to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The assumptions used by management in future estimates could change significantly due to changes in circumstances,~~000~~ including, but not limited to, challenging economic conditions. Accordingly, future estimates may differ significantly. Significant estimates and assumptions included in our condensed consolidated financial statements relate to the valuation of long-lived assets, inventory reserves, accruals for potential liabilities, and valuation assumptions related to derivative liability, equity instruments and share based compensation.

- Cash and Cash Equivalents

~~Borrowings~~Cash ~~(payments)~~and ~~from~~cash ~~line~~equivalents consist of ~~credit~~amounts held as bank deposits and highly liquid debt instruments purchased with an original maturity of three months or less. The Company had no cash equivalents as of September 30, 2014 and December 31, 2013.

~~10,707~~ 13

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~~Proceeds~~GREEN ~~from~~AUTOMOTIVE ~~notes~~COMPANY ~~payable~~AND SUBSIDIARIES

~~930,827~~ NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~985,838~~ (UNAUDITED)

~~Payments~~3. toSUMMARY ~~notes~~OF ~~payable~~SIGNIFICANT ACCOUNTING POLICIES (continued)

~~(68,015)~~Discontinued Operations

~~Net~~On ~~cash~~or ~~provided~~about August 15, 2014, our United Kingdom based subsidiaries, including Going Green Limited and Liberty Electric Cars Limited (LEC), along with each of LEC’s wholly owned subsidiaries (collectively, the U.K. Companies), ceased business operations. As a result, we are reporting the operational results of the U.K. Companies under Discontinued Operations. Operational results under Discontinued Operations includes a 100% impairment of all U.K. Companies’ assets, a full write down of the value of each company’s equity (or deficit), and the net earnings or losses incurred by ~~financing~~each. ~~activities~~We will continue to carry each company’s liabilities on our books under liabilities from discontinued operations until such time as the voluntary liquidations currently underway are finalized. Additionally, comparative periods, within our financial statements and accompanying notes, have been reclassified to show financial data for our former U.K. Companies under discontinued operations. Such reclassifications had no impact on previously reported net losses.

~~878,519~~ Recent Accounting Pronouncements

~~946,030~~ Adopted

~~Effect~~In February 2013, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of ~~change~~the Obligation is Fixed at the Reporting Date. The objective of the amendments in this ~~exchange~~update ~~rate~~is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for those obligations addressed within existing guidance in U.S. GAAP. The amendment requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on ~~cash~~the basis of its arrangement among its co-obligors and an additional amount the reporting entity expects to pay on behalf of its co-obligors. The entity is required to disclose the nature and amount of the obligation as well as other information about those obligations. The Company adopted this ASU as of January 1, 2014.

63On July 18,~~334~~ 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Topic 740 does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The objective of the amendments in this update is to eliminate that diversity in practice. The Company adopted this ASU as of January 1, 2014. This ASU did not have an effect on our financial statements.

~~94,371~~ Not Adopted

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

~~(20,913)~~Reclassifications

~~(7,907)~~Certain prior year amounts have been reclassified to conform to the current year presentation for discontinued operations in all UK entities. Such reclassifications had no impact on previously reported net losses.

~~CASH AT BEGINNING PERIOD~~14

~~61,723~~ Table of Contents

~~87,325~~ GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

~~CASH~~NOTES ATTO ~~END~~CONDENSED OFCONSOLIDATED ~~PERIOD~~FINANCIAL STATEMENTS

$(UNAUDITED)

~~40,810~~ 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

$Accounts Receivable

79Accounts receivable consists of trade receivables,~~419~~ which are recorded at the invoiced amount, net of taxes, allowances for doubtful accounts and prompt payment discounts. Trade receivables do not carry interest. The allowance for doubtful accounts represents management’s estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. Account balances are written off against the allowance when management determines the receivable is uncollectible.

~~The~~Investments ~~accompanying~~in ~~notes~~Joint ~~are an integral part of the unaudited condensed consolidated financial statements~~Ventures

9The Company applies the equity method for the 30% investment to its joint venture interest in Powabyke, a privately-held UK company held by our wholly owned subsidiary Liberty Electric Company Limited, and our 23.13% investment in Viridian Motor, a Virginia corporation, since quoted market prices are not available and we have the ability to exercise influence over operating and financial policies of the joint venture. Significant influence is generally defined as 20% to 50% ownership in the voting stock of an investee. Under the equity method, we initially record such investments at cost and then adjust the carrying value of the investments to recognize the proportional share of the equity-accounted affiliate’s net income (loss) including changes in capital of the affiliates. In addition, dividends received from the equity-accounted company reduce the carrying value of our investment. If there is an other-than-temporary decline in the market value of the investment, an impairment charge is recorded. For the period ending September 30, 2014, we impaired the value of the investment in Viridian Motor by 100%. Our investment in Powabyke was sold during the period ending September 30, 2014.

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~Inventories

~~(Formerly~~The ~~Green~~Company’s ~~Automotive~~inventories ~~Company~~are ~~Corporation~~valued at cost, as determined by the first-in, first out (FIFO) method; in aggregate such valuations are not in excess of market.

~~Condensed Consolidated Statements of Cash Flows~~Concentrations

~~For~~ The ~~Three~~Company ~~Months~~currently ~~Ended~~maintains ~~June~~substantially 30all of its cash with major financial institutions. At times, ~~2014~~cash ~~and~~balances ~~2013~~may be in excess of the amounts insured by the Federal Deposit Insurance Corporation.

Comprehensive Income (~~continued~~Loss)

	June 30,
	2014		2013
			(Restated)
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
NON-CASH INVESTING AND FINANCING TRANSACTIONS
Share based compensation	$	-	$	214,286
Shares issued to settle an agreement	$	-	$	1,237,200
Common shares issued in exchange for preferred shares	$	388,151	$	7,883,692
Common shares issued in relation to investment in a JV	$	-	$	335,895
Common shares issued in relation to acquisition	$	-	$	565,290
Common shares issued for debt conversion	$	2,656,119	$	-
Preferred shares issued to converted funds owed by FMS	$	-	$	180,188
Preferred shares converted to ordinary	$	-	$	(63)
Preferred shares issued to settle debt	$	210,000

In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Presentation of Comprehensive Income (“ASU 2011-05”), which amends FASB Codification Topic 220 on comprehensive income disclosures. The new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements, while eliminating the option to report other comprehensive income and its components in the statement of changes in shareholders’ equity. The provisions of ASU 2011-05 were adopted in 2012. The adoption of ASU 2011-05 did not impact the Company’s consolidated financial position, results of operations or cash flows as it required only a change in the format of presentation.

~~The~~Property ~~accompanying~~and ~~notes are an integral part of the unaudited condensed consolidated financial statements~~Equipment

10Property and equipment consisting of leasehold improvements, furniture and fixtures, equipment and vehicles are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated service lives ranging from three to seven years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of fixed assets are recorded upon disposal.

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~15

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

1.NOTES ~~DESCRIPTION~~TO OFCONDENSED ~~BUSINESS~~CONSOLIDATED FINANCIAL STATEMENTS

~~We are a corporation originally organized under the laws of the State of Delaware in 1996, but re-incorporated in Nevada effective June 3, 2011. We formerly operated under the name GANAS Corp.~~ (~~“GANAS”~~UNAUDITED). Prior to November 2009, GANAS’ objective was to obtain through acquisition and/or merger transactions, assets, which could benefit our shareholders. Effective November 4, 2009, GANAS acquired Go Green USA LLC, a Nevada limited liability company organized on April 28, 2009 (“Go”), in a share exchange transaction pursuant to which newly issued shares of GANAS common stock were issued in exchange for all of the issued and outstanding membership interests of Go (the “Go Merger”). The Go Merger resulted in GANAS issuing 1,436,202 shares of its common stock with par value $0.001 for each 1% membership interest in Go, following which GANAS changed its name to Green Automotive Company Corporation. Effective September 30, 2011, we effected a Change of Domicile, re-incorporating in Nevada and simplifying our name to Green Automotive Company, among other things (the “Re-Incorporation”).

We are currently involved in the manufacturing and sale of Diesel, Gas and CNG buses at our Newport Coachworks facility in Riverside California, which we expect to be the core focus of our business activities going forward3. WeSUMMARY ~~have~~OF ~~recently~~SIGNIFICANT ~~introduced~~ACCOUNTING ~~electric~~POLICIES bus technology with the launch of our 15 to 23 seat E-Patriot model and will follow this with the launch of our E-Atlas model featuring 27 to 33 seats. The retailing of electric vehicles through our GoinGreen facility in London, England is expected to form the basis for a “franchise” type model that can be introduced into other regions and countries potentially with partners. The development of next generation electric vehicle technologies and repair techniques which is currently handled through our Liberty facility in Coventry England, will be moving to Riverside California in order to have the R&D for electric vehicle technology located where we are building our new electric bus models.(continued)

~~Liberty~~Impairment ~~Transaction~~of Long-Lived Assets

~~On June 28, 2012, we entered into a Stock Exchange Agreement (the “Liberty Agreement”) with Liberty Electric Cars Ltd., an England and Wales private company limited (“LEC”), and its wholly~~Long-~~owned~~lived ~~subsidiary~~assets ~~LEC~~are 2reviewed ~~Limited,~~for animpairment ~~England~~whenever ~~and~~events ~~Wales~~or changes ~~private~~in ~~company~~circumstances ~~limited~~indicate ~~(“LEC2”~~that ~~and together with LEC,~~ the ~~“LEC~~carrying ~~Entities”),~~amount ~~under~~of ~~which~~an ~~our~~asset ~~wholly-owned~~may ~~subsidiary,~~not ~~Liberty~~be ~~Automotive Group, Inc~~recoverable. ~~(formerly~~Recoverability ~~GAC~~of EVassets ~~Motors Inc.), a Nevada corporation (“LAG”) agreed~~ to ~~purchase~~be ~~100% of the issued~~ held and ~~outstanding~~used ~~securities~~is ofmeasured ~~LEC~~by ~~(the~~a ~~“LEC~~comparison ~~Shares”), that owns 100%~~ of the ~~issued~~carrying ~~and~~amount ~~outstanding securities~~ of ~~LEC2~~an ~~(the~~asset “LEC2 Shares”) (collectively the “LEC Securities”) in exchange for the transfer of Thirty Nine Million Seven Hundred Forty Two Thousand One Hundred Seventy Eight (39,742,178) shares of our common stock held by LAG to ~~the~~estimated ~~LEC~~undiscounted ~~Shareholders. These~~future ~~shares~~cash ~~represented~~flows ~~approximately~~expected ~~8.19% of our outstanding voting control. We also issued~~ to be ~~Mr.~~generated ~~West~~by ~~and Mr. Hobday,~~ the ~~executives of LEC, a total of 300,000 shares of our Series A Preferred Stock in exchange for the non-competition provisions in their independent contractor agreements~~asset. ~~This transaction closed on July 23, 2012.~~

~~Additionally,~~If ~~pursuant~~the tocarrying ~~the~~amount ~~Liberty~~of ~~Agreement,~~an weasset ~~issued~~exceeds toits ~~GAC~~undiscounted ~~Automotive~~estimated future ~~Services,~~cash ~~Inc.~~flows, aan ~~Nevada~~impairment ~~corporation~~review ~~and~~is ~~one~~performed. ofAn ~~our~~impairment ~~wholly-owned~~charge ~~subsidiaries~~is ~~(“GAC~~recognized ~~Auto”)~~in ~~Ten~~the ~~Million~~amount ~~(10,000,000)~~by ~~shares~~which ofthe ~~Series~~carrying Bamount of ~~Convertible~~the ~~Preferred~~asset ~~Stock~~exceeds (the ~~“Series~~fair Bvalue ~~Shares”). The issuance~~ of the ~~Series~~asset. BAssets ~~shares~~ to ~~GAC~~be ~~Auto~~disposed isof ~~not~~would ~~part~~be ofseparately presented in the ~~purchase~~balance ~~price~~sheet and reported at the lower of the ~~LEC~~carrying ~~Entities~~amount ~~and~~or isfair ~~not~~value ~~compensation~~less costs to ~~the~~sell, ~~LEC~~and ~~Entities~~are orno ~~LEC~~longer ~~Shareholders,~~depreciated. ~~but~~The isassets ~~reserved~~and ~~for~~liabilities of ~~issuance~~a todisposed ~~certain~~group ~~entities~~classified ~~that~~as ~~LEC~~held ~~and/or~~for ~~LEC2~~sale ~~have~~would ~~been~~be presented separately in ~~negotiations~~the ~~with~~appropriate atasset ~~the~~and ~~time~~liability sections of the ~~execution~~balance ofsheet. ~~the~~The ~~Liberty~~Company ~~Agreement~~determined ifthat ~~those~~there ~~entities~~was an indicator of impairment in goodwill and~~/or~~ ~~assets~~other ~~are~~intangibles ~~purchased~~during bythe year usended orDecember ~~our~~31, ~~subsidiaries. The~~2013 ~~determination~~because asof tothe ~~when~~lowered revenue and ifcash toflow ~~transfer~~projections. ~~the~~The ~~Series~~Company Buses ~~Shares~~the ~~from~~present ~~GAC~~value ~~Auto~~technique for toimpairment atesting. ~~selling~~At ~~party~~September ~~must~~30, be2014, ~~approved~~we byfully impaired our ~~Board~~investment of ~~Directors. To date~~$173,060 ~~all~~in ofViridian Motors and the ~~Series~~full Bcarrying value ~~Shares~~of ~~are~~$200,000 ~~still~~of ~~held~~our byinvestment ~~GAC~~in ~~Auto.~~World ~~The~~Energy ~~Series~~Asset BManagement. ~~Preferred~~Additionally, ~~Stock~~we ~~have~~fully ~~been~~impaired ~~eliminated~~the oninvestment ~~consolidation~~values and assets ~~are~~of ~~reflected~~our asU.K. ~~treasury~~Companies, ~~shares~~the expense thereof was then reclassified and presented under discontinued operations.

11Derivative Instruments

~~GREEN~~The ~~AUTOMOTIVE~~fair ~~COMPANY~~value ~~AND~~of ~~SUBSIDIARIES~~derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value are recorded in the condensed consolidated statement of income under other income (expense).

~~NOTES~~The TOCompany ~~CONDENSED~~evaluates ~~CONSOLIDATED~~all ~~FINANCIAL~~of ~~STATEMENTS~~its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

~~(UNAUDITED)~~Fair Value Measurements

1ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ~~DESCRIPTION~~ASC OF820 establishes ~~BUSINESS~~a ~~(continued)~~fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As a result of the Liberty Transaction, we acquired LEC, a company that designs and develops electric vehicle drive solutions for use in its own converted vehicles and for sale to original equipment manufacturers (OEMs) for incorporation into their production. LEC’s engineers have invented innovative EV drive train technologies that can be employed in a wide variety of vehicle platforms. LEC is also involved in a number of advanced research programs for developing next generation electric vehicle (“EV”) solutions. These programs include the prestigious “Deliver” project where LEC is working together with “tier one” automotive companies to develop a pure electric commercial vehicle, and the “Motore” project in which LEC has partnered with other “tier one” automotive companies and universities to develop a “rare earth” free electric motor technology. Additionally, LEC has also created after sales support for EV’s, by providing a comprehensive aftermarket maintenance program throughout Europe for electric trucks and cars.16

~~Liberty~~Table ~~Transaction~~of ~~(continued)~~Contents

~~Due~~GREEN toAUTOMOTIVE ~~its~~COMPANY ~~experience~~AND in EV technologies and in servicing EVs, LEC has an agreement with a large U.S. truck manufacturer for the on-going support of electric vehicles run by its key clients in Europe. LEC will continue to take care of all warranty support when required by these customers, all of whom run fleets of electric commercial vehicles across Europe. This truck manufacturer’s customers include major companies such as FedEx, UPS and Veolia, who are using the first “ground up” electric trucks known as the “Modec” that were launched some 4 years ago for the purpose of making pollution free deliveries in urban areas.SUBSIDIARIES

~~Newport~~NOTES ~~Coachworks~~TO ~~Transaction~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~On October 12, 2012, we entered into an Acquisition and Stock Exchange Agreement~~ (~~the “NCWI Agreement”~~UNAUDITED) with Newport Coachworks, Inc., a California corporation (“NCWI”), under which we agreed to purchase 100% of the issued and outstanding securities of NCWI (the “NCWI Shares”) from Mr. Carter Read, NCWI’s sole shareholder, in exchange for the transfer of Five Million (5,000,000) shares of our common stock due at the closing of the transaction (the “GACR Closing Shares”), and up to an additional Twenty Two Million (22,000,000) shares of our common stock (the “GACR Additional Shares” and together with the GACR Closing Shares, the “GACR Shares”) to vest as follows: upon NCWI obtaining bona fide, binding purchase orders, with cash down payment standard in the industry to NCWI, from third party purchasers requiring NCWI to manufacturer Sixty (60) buses with compressed natural gas engines at NCWI’s manufacturing facility (each a “Qualified Purchase Order”) within the first twelve (12) months following the payment of one-half of the initial forecasted funding of $500,000. This transaction closed on October 12, 2012. All GACR Shares were issued to Mr. Carter Read as of March 31, 2014.

~~Matter~~3. ofSUMMARY ~~Time~~OF ~~Merger~~SIGNIFICANT ACCOUNTING POLICIES (continued)

OnIncome September 1, 2011, Green Automotive Company entered into a Stock Purchase Agreement and Escrow Agreement with Mark E. Crone (“Crone”) and Bosch Equities, L.P. (“Bosch”), under which we purchased 100% of the outstanding equity of Matter of Time I Co., a Nevada corporation (“MOT”), and extinguished a repayment obligation of MOT totaling $6,000, all in exchange for $30,000.Taxes

OnWe ~~February~~account ~~10,~~for ~~2012,~~income ~~Green~~taxes ~~Automotive~~under ~~Company~~the ~~entered~~asset ~~into a Merger Agreement~~ and ~~Plan~~liability ofmethod. Deferred ~~Reorganization~~tax ~~with~~assets ~~Matter~~and ofliabilities ~~Time~~are Irecognized ~~Co.,~~for afuture ~~Nevada~~tax ~~corporation~~consequences ~~(“MOT”)~~attributable ~~(the~~to ~~“MOT~~differences ~~Agreement”). Under~~between the ~~MOT~~financial statement ~~Agreement,~~carrying atamounts ~~the~~of ~~closing~~existing ofassets ~~the~~and ~~transaction~~liabilities ~~contemplated~~and bytheir ~~the~~respective ~~MOT~~tax ~~Agreement,~~bases. ~~MOT~~Deferred ~~dissolved~~tax ~~into~~assets and ~~became~~liabilities are ameasured ~~part~~using ofenacted ~~Green~~tax ~~Automotive~~rates ~~Company,~~expected ~~with~~to ~~Green~~apply ~~Automotive~~to ~~Company~~taxable ~~being~~income in the ~~surviving~~years ~~corporation~~in ~~and~~which ~~assuming~~the ~~MOT’s~~temporary ~~status~~differences asare aexpected to ~~reporting~~be ~~issuer~~recovered ~~under~~or ~~the~~settled. ~~Securities~~The ~~Exchange~~effect ~~Act~~on ofdeferred ~~1934,~~tax asassets ~~amended. On~~and ~~December~~liabilities ~~14,~~of ~~2012~~a ~~the~~change ~~transactions~~in ~~contemplated~~tax byrates ~~the~~is ~~MOT~~recognized ~~Agreement~~in ~~closed~~income in (the ~~“Closing”).~~period Asthat aincludes ~~result of~~ the ~~Closing,~~enactment ~~MOT~~date. ~~was~~Valuation ~~merged~~allowances ~~out~~are ofrecorded, ~~existence~~when ~~and~~necessary, ~~Green~~to ~~Automotive~~reduce ~~Company~~deferred ~~became~~tax aassets to ~~reporting issuer under~~ the ~~Securities~~amount ~~Exchange~~expected ~~Act~~to ofbe ~~1934, as amended~~realized.

12As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1, 2007, and have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and California as our "major" tax jurisdictions. Generally, we remain subject to Internal Revenue Service examination of our 2007 through 2013 U.S. federal income tax returns, and remain subject to California Franchise Tax Board examination of our 2007 through 2013 California Franchise Tax Returns. However, we have certain tax attribute carry forwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.

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

~~NOTES~~Revenue ~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Recognition

We recognize revenues related to annual membership income and service of electric vehicles in accordance with Financial Accounting Standards Board Accounting Standards Codification (~~UNAUDITED~~“FASB ASC”) No. 605, Revenue Recognition. Revenue is recognized when we have evidence of an arrangement, a determinable fee, and when collection is considered to be probable and services are provided. In the event that final acceptance of our product by the customer is uncertain, revenue is deferred until all acceptance criteria have been met. In the event we have amounts billed or collected in accordance with contractual terms in advance of when the work is performed we treat these as deferred revenues. For us, such advance payments primarily relate to the Company's grant project and E-Care membership scheme through our U.K. Companies. Due to the liquidation of the U.K. Companies, advance payments received for the current and comparative periods have been reclassified under discontinuing operations. Historically, our deferred revenue has included the following:

1.Grant ~~DESCRIPTION OF BUSINESS (continued)~~Income

~~GoinGreen~~Grant ~~Transaction~~income - not recognized until a grant claim has been submitted and approved by Government representatives.

~~On January 31, 2013, the Company signed a binding agreement to buy UK~~E-~~based~~tech electric vehicle distributor GoinGreen Limited (www.goingreen.co.uk). Trading under the brand name, “GoinGreen”, it has sold over 1400 of the highly successful G-Wiz electric vehicles, making it one of Europe’s largest single retailers of electric vehicles. GoinGreen Ltd was founded in 2002 and in the early days, set itself the mission to minimize the effects of climate change by encouraging carbon-neutral motoring. The company pioneered electric vehicles in the UK with the G-Wiz, an electric vehicle designed in California and manufactured in India by the Indo-Reva Electric Car Company, making London the capital of the electric vehicle (EV). The deal was completed on April 1, 2013 when 1,562,498 shares of GACR common stock was authorized for exchange for 100% of the issued and outstanding securities of GoinGreen Limited (an England and Wales private limited company) plus 150,501 shares of GACR common stock was authorized for issuance to former creditors of GoinGreen. Due to a temporary restraining order (“TRO”) in an unrelated litigation in Utah by the Company against a former stockholder the shares were not released by our transfer agent until June 24, 2013.services

2.Revenues ~~BASIS~~from OFconsultancy ~~PRESENTATION~~services - recognized only when all services have been rendered and collectability is reasonably assured.

~~The~~E-Care accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated in the United States of America.services

~~The~~Revenues ~~unaudited~~from ~~condensed~~maintenance, ~~interim consolidated financial statements at June 30~~repair, ~~2014~~ and ~~for~~overhaul ~~the~~services ~~three~~-~~month~~ ~~periods~~recognized only ~~ended~~when ~~June 30, 2014 and 2013 are unaudited, but include~~ all ~~adjustments,~~services ~~consisting~~have ofbeen ~~normal~~rendered ~~recurring~~and ~~entries,~~collectability ~~which~~is ~~our~~reasonably ~~management believes to be necessary for a fair presentation of the periods presented~~assured. Interim results are not necessarily indicative of results for a full year. The Company’s operating results will fluctuate for the foreseeable future. Therefore, period-to-period comparisons should not be relied upon as predictive of our operating results in future periods.

~~3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~17

~~The~~Table ~~summary~~ of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These accounting policies conform to GAAP in all material respects, and have been consistently applied in preparing the accompanying condensed consolidated financial statements.Contents

~~Principles~~GREEN ofAUTOMOTIVE ~~Consolidation~~COMPANY AND SUBSIDIARIES

~~The~~NOTES ~~Company’s~~TO ~~unaudited~~CONDENSED ~~condensed~~CONSOLIDATED consolidated financial statements include the assets, liabilities and operating results of majority-owned subsidiaries. The Company does not hold significant variable interests in any variable interest entities. All significant intercompany accounts and transactions have been eliminated.FINANCIAL STATEMENTS

13(UNAUDITED)

~~GREEN~~3. ~~AUTOMOTIVE~~SUMMARY ~~COMPANY~~OF ~~AND~~SIGNIFICANT ~~SUBSIDIARIES~~ACCOUNTING POLICIES (continued)

~~NOTES~~Earnings TOper ~~CONDENSED~~Common ~~CONSOLIDATED~~Share ~~FINANCIAL~~(as ~~STATEMENTS~~Restated)

The Company computes net income per share in accordance with ASC 260, "Earnings per Share." ASC 260 requires presentation of both basic and diluted earnings (~~UNAUDITED~~loss) per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including 632,701 Series A Convertible Preferred Stock for September 30, 2014 (net of 150,000 forfeit shares) and 608,475 for September 2013 (net of 300,000 forfeit shares), using the if-converted method, 0 stock options for September 30, 2014, and 18,000,000 for September 30, 2013 using the treasury stock method, 35,562,651 Series Y Convertible Preferred Stock for September 30, 2014, and 0 for September 30, 2013 using the if-converted method, and 231,923,077 shares for September 30, 2014 and 2,013,070 shares for September 30, 2013 for convertible loan notes, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

3.Share-Based ~~SUMMARY~~Payment ~~OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~Arrangements

~~Reverse~~Generally, ~~Merger~~all ~~Accounting~~forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the condensed consolidated statement of operations.

~~The MOT Merger was accounted for as a reverse-merger and recapitalization in accordance with accounting principles generally accepted in the United States of America (“GAAP”)~~4. Green Automotive Company was the acquirer for financial reporting purposes and MOT was the acquired company. Consequently, the assets and liabilities and operations that are reflected in the historical financial statements prior to the Merger will be those of Green Automotive Company and will be recorded at the historical cost basis of the Company. The consolidated financial statements after completion of the Merger include the assets and liabilities of Green Automotive Company. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger.ACQUISITIONS

On January 31, 2013, the Company signed a binding agreement to buy UK-based electric vehicle distributor Going ~~Concern~~Green Limited. Trading under the brand name, “GoinGreen,” it sold over 1,400 G-Wiz electric vehicles, making it one of Europe’s largest single retailers of electric vehicles. Going Green Limited was founded in 2002 and in the early days, set itself the mission to minimize the effects of climate change by encouraging carbon-neutral motoring. The company pioneered electric vehicles in the UK with the G-Wiz vehicle, an electric vehicle manufactured in India by the Indo-Reva Electric Car Company. The deal was completed on April 1, 2013 when 1,562,498 shares of GAC common stock was authorized for exchange for 100% of the issued and outstanding securities of Going Green Limited plus 150,501 shares of GAC common stock was authorized for issuance to former creditors of Going Green. Due to a temporary restraining order in an unrelated litigation in Utah by us against a former stockholder the shares were not released by our transfer agent until June 24, 2013.

Our condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. However, as of June 30, 2014, we have sustained recurring operating losses, past due payables and have a stockholders’ deficit of $16,467,903. These conditions, among others, give rise to substantial doubt about our ability to continue as a going concern. Management is continuing to seek additional equity capital to fund the acquisition or to purchase an ongoing business and improving profitability of existing operations. Until such time, we anticipate our working capital needs will be funded through the issuance of debt and equity instruments; however, there can be no assurance that we will receive the sums required at the times and in the amounts needed, or that any funding will not be accompanied by conditions unfavorable to the Company. Management believes these steps will provide us with adequate funds to sustain our continued existence. There is, however, no assurance that the steps taken by management will meet all of our needs or that we will continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.18

~~Use~~Table of ~~Estimates~~Contents

~~The~~GREEN ~~preparation~~AUTOMOTIVE ofCOMPANY ~~the~~AND condensed consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The assumptions used by management in future estimates could change significantly due to changes in circumstances, including, but not limited to, challenging economic conditions. Accordingly, future estimates may differ significantly. Significant estimates and assumptions included in our condensed consolidated financial statements relate to the valuation of long-lived assets, inventory reserves, accruals for potential liabilities, and valuation assumptions related to derivative liability, equity instruments and share based compensation.SUBSIDIARIES

~~Cash~~NOTES ~~and~~TO ~~Cash~~CONDENSED ~~Equivalents~~CONSOLIDATED FINANCIAL STATEMENTS

Cash and cash equivalents consist of amounts held as bank deposits and highly liquid debt instruments purchased with an original maturity of three months or less. The Company had no cash equivalents as of June 30, 2014 and December 31, 2013.(UNAUDITED)

144. ACQUISITIONS (continued)

~~GREEN~~The ~~AUTOMOTIVE~~allocation ~~COMPANY~~of ~~AND~~the ~~SUBSIDIARIES~~purchase price and the estimated fair market values of the assets acquired and liabilities assumed of Going Green Limited are shown below.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Cash	$	14,896
Accounts receivable		29,379
Prepayments		19,623
Inventories		75,693
Other current assets		27,845
Property and equipment, net of accumulated depreciation		14,653
Goodwill		769,890
Total assets acquired		951,979

Credit Line		1,584
Accounts payable and accrued expenses		81,313
Deferred revenue		34,983
Income Tax payable		62,345
Other		206,464
Total liabilities assumed		386,689

Purchase Price	$	565,290

Final Consideration
1,562,498 of common stock issued @ $0.33 in exchange for equity		515,625
150,501 of common stock issued @ $0.33 to settle debt		49,665

~~(UNAUDITED)~~The acquisition method of accounting is based on ASC Subtopic 805-10, “Business Combinations,” and uses the fair value concepts defined in ASC Subtopic 820-10, “Fair Value Measurements and Disclosures”. The purchase price for Going Green businesses was allocated to the net tangible and intangible assets based upon their fair values as of the respective acquisition dates. The allocation of the purchase price was based upon a valuation and the estimates and assumptions were subject to change within the measurement period. The excess of the purchase price over the fair values of the net tangible assets and intangible assets, if any, was recorded as goodwill and is generally driven by our expectations of our ability to realize synergies and achieve our strategic growth objectives.

3The goodwill recorded in connection with the Going Green acquisitions was $769,890, on the transaction acquisition date. ~~SUMMARY~~In OFaccordance ~~SIGNIFICANT~~with ~~ACCOUNTING~~U.S. ~~POLICIES~~GAAP, ~~(continued)~~impairment testing for goodwill is performed at least annually. The Company performs its annual impairment test as of December 31. Goodwill is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

~~Accounts~~The ~~receivable~~impairment test for goodwill uses a two-step approach, which is performed at the entity level as the Company has one reporting unit. Step 1 compares the fair value of the reporting unit to its carrying value including goodwill. If the carrying value exceeds the fair value, there is a potential impairment and Step 2 must be performed. Step 2 compares the carrying value of the reporting unit’s goodwill to its implied fair value (i.e., the fair value of the reporting unit less the fair value of the unit’s assets and liabilities, including identifiable intangible assets). If the carrying value of goodwill exceeds its implied fair value, the excess is recorded as an impairment.

~~Accounts~~The ~~receivable~~Company ~~consists~~performed ofits ~~trade~~annual ~~receivables,~~test ~~which~~of ~~are~~goodwill ~~recorded~~as ~~at the invoiced amount, net~~ of ~~taxes~~December 31, ~~allowances for doubtful accounts and prompt payment discounts~~2013. ~~Trade receivables do not carry interest.~~ The ~~allowance~~Company ~~for~~determined ~~doubtful~~the ~~accounts~~fair ~~represents~~value ~~management’s estimate~~ of the ~~amount~~reporting ofunit ~~probable~~exceeded ~~credit~~the ~~losses~~carrying invalue ~~existing accounts receivable, as determined from a review~~ of ~~past due balances and other specific account data. Account balances are written off against~~ the ~~allowance~~reporting ~~when management determines the receivable is uncollectible~~unit.

~~Investment~~For the year ended December 31, 2013, the Company concluded there were indicators of potential goodwill impairment, including the decline in ~~Joint~~the ~~Venture~~value of the Company’s revenue recognition. As a result of identifying indicators of impairment, the Company performed an impairment test of goodwill as of December 31, 2013.

The Company applies the equity method for the 30% investment to its joint venture interest in Powabyke, a privately-held UK company, since quoted market prices are not available and the Company, has the ability to exercise significant influence over operating and financial policies of the joint venture. Significant influence is generally defined as 20% to 50% ownership in the voting stock of an investee. Under the equity method, the Company initially records the investment at cost and then adjusts the carrying value of the investment to recognize the proportional share of the equity-accounted affiliate’s net income (loss) including changes in capital of the affiliates. In addition, dividends received from the equity-accounted company reduce the carrying value of the Company’s investment. If there is an other-than-temporary decline in the market value of the investment, an impairment charge is recorded. Based on management’s evaluation the investment in the joint venture has been fully impaired in 2013.19

~~Inventories~~Table of Contents

~~The~~GREEN ~~Company’s~~AUTOMOTIVE ~~inventories~~COMPANY ~~are~~AND ~~valued at cost, as determined by the first-in, first out (FIFO) method; in aggregate such valuations are not in excess of market.~~SUBSIDIARIES

~~Concentrations~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company currently maintains substantially all of its cash with major financial institutions. At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation.(UNAUDITED)

~~Comprehensive~~4. ~~Income~~ACQUISITIONS (~~Loss~~continued)

In ~~June~~performing ~~2011,~~Step ~~the~~1 ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Presentation~~ of Comprehensive Income (“ASU 2011-05”), which amends FASB Codification Topic 220 on comprehensive income disclosures. The new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the ~~statement~~impairment ~~of comprehensive income~~test, ~~or in two separate, but consecutive statements, while eliminating~~ the ~~option~~Company ~~to report other comprehensive income and its components in~~ estimated the ~~statement~~fair ofvalue ~~changes in shareholders’ equity. The provisions~~ of ~~ASU~~the ~~2011-05~~reporting ~~were~~unit ~~adopted~~using ~~in 2012. The adoption of ASU 2011-05 did not impact~~ the ~~Company’s~~market ~~consolidated~~approach ~~financial~~for ~~position,~~purposes ~~results~~ of ~~operations~~estimating orthe ~~cash~~total ~~flows~~enterprise asvalue itfor ~~required only a change in~~ the ~~format of presentation~~Company.

~~Property~~The market approach is based on the guideline publicly traded company method to determine the fair value of the reporting unit. Under this method, market multiples ratios were applied to the reporting unit’s earnings with consideration given to the Company’s size, product offerings, growth, and ~~Equipment~~other relevant factors compared to those of the guideline companies. The guideline companies selected were engaged in the same or a similar line of business as the Company. Market multiples were then selected based on consideration of risk, growth, and profitability differences between the Company and the guideline companies. The selected market multiples were then multiplied by the Company’s earnings streams for the twelve months ended December, 2013.

~~Property~~Based ~~and~~on ~~equipment~~the ~~consisting~~above ~~of leasehold improvements~~analysis, ~~furniture~~it ~~and~~was ~~fixtures,~~determined ~~equipment~~that ~~and~~the ~~vehicles~~carrying value ~~are~~of ~~stated~~the atreporting ~~cost.~~unit ~~Property~~including ~~and~~goodwill ~~equipment~~exceeded ~~are depreciated using~~ the ~~straight-line~~fair ~~method~~value ~~over~~of the ~~estimated~~reporting ~~service~~unit, ~~lives~~requiring ~~ranging~~the ~~from~~Company ~~three~~ to ~~seven~~perform Step ~~years.~~2 ~~Maintenance~~of ~~and~~the ~~repairs~~goodwill ~~are~~impairment ~~expensed~~test asto ~~incurred~~measure ~~and improvements are capitalized. Gains or losses on~~ the ~~disposition~~amount of ~~fixed~~impairment ~~assets~~loss, ~~are~~if ~~recorded upon disposal~~any.

15In performing Step 2 of the goodwill impairment test, the Company compared the implied fair value of the reporting unit’s goodwill to its carrying value of goodwill. This test resulted in a non-cash, goodwill impairment charge of $769,890 which was recognized during the year ended December 31, 2013. This charge had no impact on our cash flows or our compliance with debt covenants.

~~GREEN~~The ~~AUTOMOTIVE~~following ~~COMPANY~~table ~~AND~~sets ~~SUBSIDIARIES~~forth the balance of the Company’s goodwill as of December 31, 2013:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	December 31, 2012		Additions		Impairments		December 31, 2013
Goodwill, gross	$	-	$	769,890	$	(769,890)	$	-
Accumulated impairment losses		-		-		-		-
Total goodwill, net	$	-	$	769,890	$	(769,890)	$	-

The following are unaudited pro-forma results of operations as if the acquisition has occurred at the beginning of the period for the three and nine months ended September 30, 2014 and 2013. Additionally, the financial data herein have been reclassified to show revenues and expenses for Going Green, as well as Liberty Electric Company and its subsidiaries, under Income/(~~UNAUDITED~~Loss) from discontinued operations.

~~3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~20

~~Impairment~~Table of ~~Long-Lived Assets~~Contents

~~Long-lived~~GREEN ~~assets~~AUTOMOTIVE ~~are~~COMPANY ~~reviewed~~AND for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset.SUBSIDIARIES

IfNOTES ~~the~~TO ~~carrying~~CONDENSED ~~amount~~CONSOLIDATED of an asset exceeds its undiscounted estimated future cash flows, an impairment review is performed. An impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. The Company determined that there was an indicator of impairment in goodwill and other intangibles during the year ended December 31, 2013 because of the lowered revenue and cash flow projections. The Company use the present value technique for the impairment testing. There were no impairment charges for the three months ended June 30, 2014 and 2013.FINANCIAL STATEMENTS

~~Derivative Instruments~~(UNAUDITED)

~~The~~Pro-forma fair value of derivative instruments is recorded and shown separately under current liabilities. Changes in the fair value are recorded in the condensed consolidated statement of income under other income (~~expense~~unaudited).

~~The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.~~ For ~~derivative~~The ~~financial~~Three ~~instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value~~ and isNine ~~then~~Months ~~re-valued~~Ended ~~at each reporting date~~September 30, ~~with~~2014 changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.2013

Fair Value Measurements

	For the three months ended						For the nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
				(restated)						(restated)
Revenues	$	1,662,918		$	644,624		$	3,459,607		$	828,888
Costs of goods sold		1,281,116			483,938			3,281,507			630,462
Gross profit		381,802			160,686			178,099			198,426

Operating expenses
Depreciation and amortization		38,697			18,384			87,069			19,705
Loss on disposal of assets		—			12,516			—			—
Impairment of assets		373,060			—			373,060			—
General and administrative		341,361			5,166,470			6,815,927			6,927,683
		753,118			5,197,370			7,276,056			6,947,388

Operational income/ (loss)		(371,316	)		(5,036,684	)		(7,097,957	)		(6,748,962	)
		—
Other income/(expenses)
Change in fair value of derivative liability		(361,135	)		(18,766,197	)		57,095,577			18,850,333
Stock issued for settlements		—			(1,237,200	)		—			(1,237,200	)
Gain (loss) on settlement of debt		—			—			(484,028	)		—
Loss on conversion of preferred shares		—			(16,116	)		—			(36,490	)
Loss on conversion of preferred shares		660,296			—			460,296			—
Other income/(expense)		194,581			(28,929	)		(1,642,960	)		(194,673	)
		493,742			(20,048,442	)		55,428,885			17,381,970

Income/(Loss) from continuing operations		122,427			(25,085,126	)		48,330,929			10,633,008
		—						—
Income/(Loss) from discontinued operations		(4,347,499	)		(325,261	)		(1,843,600	)		(1,004,407	)
		—						—
Earnings before income tax		(4,225,072	)		(25,410,387	)		46,487,329			9,628,601

Income taxes		—			—			—			—

Net income	$	(4,225,072	)	$	(25,410,387	)	$	46,487,329		$	9,628,601

Income (loss) per share (Basic)	$	(0.01	)	$	(0.07	)	$	0.08		$	0.03

Income (loss) per share (Diluted)	$	(0.01	)	$	(0.07	)	$	0.04		$	0.01

Weighted average shares outstanding (Basic)		659,999,514			384,197,678			573,312,300			356,544,473

Weighted average shares outstanding (Diluted)		659,999,514			384,197,678			1,245,719,364			735,405,168

~~ASC~~On ~~820,~~or ~~“Fair~~about ~~Value~~August ~~Measurements”~~15, ~~requires~~2014, anGoing ~~entity~~Green toceased ~~maximize~~operations ~~the use of observable inputs~~ and ~~minimize~~is in ~~the~~liquidation ~~use~~under ~~of unobservable inputs when measuring fair value. ASC 820 establishes~~ a ~~fair~~voluntary ~~value~~liquidation ~~hierarchy~~in ~~based~~accordance onwith ~~the~~Section ~~level~~98 of ~~independent, objective evidence surrounding~~ the ~~inputs~~United ~~used to measure fair value. A financial instrument~~Kingdom’s ~~categorization~~Insolvency ~~within~~Act ~~the fair value hierarchy is based upon the lowest level~~ of ~~input that is significant to the fair value measurement~~1986. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

16On or about January 9, 2014 we acquired 21.63% of Viridian Motor Corporation (VMC), a US-based electric truck manufacturer. VMC was a company devoted to advancing twenty-first century transportation technology using alternative fuels and propulsion systems to build fully electric, light duty trucks, which included their own electric drive train and unique battery packs. In February 2014 we acquired an additional 1.5% of the company. On January 6, 2014, we issued 1,292,270 shares to Burton Neil and Dale Nyhus for an obligation of $173,060 related to the acquisition. The value of the issued shares on the day of issuance was $206,763. For the period ending September 30, 2014, we impaired the value of the investment in VMC by 100%.

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~21

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

3.NOTES ~~SUMMARY~~TO OFCONDENSED ~~SIGNIFICANT~~CONSOLIDATED ~~ACCOUNTING POLICIES (continued)~~FINANCIAL STATEMENTS

~~Income Taxes~~(UNAUDITED)

~~We account for income taxes under the asset and liability method~~5. ~~Deferred~~ ~~tax~~ACCOUNTS assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the 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 income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized.RECEIVABLE

AsAccounts areceivable ~~result~~consists of the ~~implementation~~following: ~~of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions,~~ as ~~defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects~~ of ~~the~~September ~~recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 as of January 1~~30, 2014 ~~2007,~~ and ~~have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns~~December 31, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and California as our "major" tax jurisdictions. Generally, we remain subject to Internal Revenue Service examination of our 2007 through 2013 U.S. federal income tax returns, and remain subject to California Franchise Tax Board examination of our 2007 through 2013 California Franchise Tax Returns. However, we have certain tax attribute carry forwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.:

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


Accounts Receivables	September 30, 2014		December 31. 2013
Trade receivables	$	800	$	0
Grant monies receivable		-		0
	$	800	$	0

~~Revenue~~Due ~~Recognition~~to the liquidation of the U.K. Companies, accounts receivable for the comparative period for our U.K. Companies have been reclassified as assets under discontinuing operations in our balance sheet presentation. Without the reclassification for the comparative period December 31, 2013, trade receivables were $123,254 and grant monies receivable was $31,024, both of which were receivables for the U.K. Companies.

~~We recognize revenues related to annual membership income and service of electric vehicles in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) No~~6. 605, Revenue Recognition. Revenue is recognized when we have evidence of an arrangement, a determinable fee, and when collection is considered to be probable and services are provided. In the event that final acceptance of our product by the customer is uncertain, revenue is deferred until all acceptance criteria have been met. In the event we have amounts billed or collected in accordance with contractual terms in advance of when the work is performed we treat these as deferred revenues. These advance payments primarily relate to the Company's grant project and E-Care membership scheme. The current portion of deferred revenue represents the balance the Company estimates will be earned as revenue during the next fiscal year (see note 9).INVENTORIES

~~Grant~~Inventories ~~Income~~consist of raw materials and work in progress. These pertain to the Bus production in the Newport Coachworks facility. The Company’s inventories are valued at cost, as determined by the first-in, first out (FIFO) method; in aggregate such valuations are not in excess of market and consisted of the following as of September 30, 2014 and December 31, 2013 (reclassified).

Grant income is not recognized until a grant claim has been submitted and approved by Government representatives.


	September 30, 2014		December 31, 2013
Raw materials	$	104,882	$	31,922
Goods in transit		-
Work in progress		494,775		145,424
Finished Goods		-
	$	599,657	$	177,346

~~E-tech~~Due ~~services~~to the liquidation of the U.K. Companies, inventory for the comparative period for our U.K. Companies has been reclassified as assets under discontinuing operations in our balance sheet presentation. Without the reclassification for the comparative period December 31, 2013, the inventory total would have been $412,312, of which $234,966 was inventory for the U.K. Companies.

~~Revenues~~7. ~~from~~PROPERTY ~~consultancy~~AND ~~services are recognized only when all services have been rendered and collectability is reasonably assured.~~EQUIPMENT

~~E-Care~~Property ~~services~~and equipment consists of the following: as of September 30, 2014 and December 31, 2013:

Revenues from maintenance, repair, and overhaul services are recognized only when all services have been rendered and collectability is reasonably assured.


	September 30, 2014		December 31, 2013
Leasehold improvements	$	4,000	$
Furniture and fixtures
Equipment		492,475		492,475
Computer hardware and software		6,347		6,347
Vehicles
		502,822		498,822
Less accumulated depreciation		(130,603)		(43,534)

	$	372,219	$	455,287

17Our property and equipment as of September 30, 2014 are located in California. As of September 30, 2014 and December 31, 2013 (reclassified), depreciation expense was $87,069 and $19,705 respectively. Due to the liquidation of the U.K. Companies, our U.K. Companies’ property and equipment for the comparative period, which totaled $143,118 (net of accumulated depreciation) has been reclassified as assets under discontinuing operations in our balance sheet presentation.

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~22

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

3.NOTES ~~SUMMARY~~TO OFCONDENSED ~~SIGNIFICANT~~CONSOLIDATED ~~ACCOUNTING POLICIES (continued)~~FINANCIAL STATEMENTS

~~Earnings per Common Share~~ (~~as Restated~~UNAUDITED)

The Company computes net income per share in accordance with ASC 260, "Earnings per Share". ASC 260 requires presentation of both basic and diluted earnings (loss) per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including 582,701 Series A convertible preferred for June 30, 2014 (net of 200,000 forfeit shares) and 555,142 for June 2013 (net of 300,000 forfeit shares), using the if-converted method, 29,700,000 additional common shares for June 30, 2014 and 18,000,000 for June 30, 2013 stock options, using the treasury stock method, and 81,366,365 shares for June 30, 2014 and 3,678,138 shares for June 30, 2013 for convertible loan notes, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.STATEMENTS

~~Share-Based Payment Arrangements~~(UNAUDITED)

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest8. ~~Share-based~~GOODWILL ~~compensation~~& ~~awards~~INTANGIBLE issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expenses resulting from share-based payments are recorded in operating expenses in the condensed consolidated statement of operations.ASSETS

~~Reclassifications~~Intangible assets consist of the following and were mainly related to the LEC and Going Green acquisitions:

Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on previously reported net loss.


	September 30, 2014			December 31, 2013
Goodwill on purchase of Going Green	$	769,890		$	769,890
Go License		500,000			500,000
Crash test homologation costs		228,912			228,912
Liberty acquired technology		619,462			619,462
Assembled workforce		689,000			689,000
Trade name and website		45,000			45,000
Non-compete agreement		1,500,000			1,500,000
		4,352,264			4,352,264
Less amortization and impairment		(4,352,264	)		(4,352,264	)

	$	—		$	—

~~Recent~~Amortization ~~Accounting~~expense ~~Pronouncements~~was $0 for the nine months ended September 30, 2014 and the year ended December 31, 2013. The Company impaired the remaining basis in the intangibles during the year ended December 31, 2012 as management revised its sales forecast for the product which impaired the goodwill as of December 31, 2012. There was no impairment of goodwill for the nine months ended September 30, 2013.

~~Adopted~~9. DEFERRED REVENUE

InDeferred ~~February~~revenue ~~2013,~~consists Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the ~~Obligation~~following: isas ~~Fixed at the Reporting Date. The objective~~ of ~~the~~September ~~amendments in this update is to provide guidance for the recognition~~30, 2014 ~~measurement,~~ and ~~disclosure~~December ~~of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date~~31, except for those obligations addressed within existing guidance in U.S. GAAP. The amendment requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and an additional amount the reporting entity expects to pay on behalf of its co-obligors. The entity is required to disclose the nature and amount of the obligation as well as other information about those obligations. The Company adopted this ASU as of January 1, 2014. This adoption did not have an effect on our financial statements.2013:


*Deferred Revenues*	September 30, 2014	December 31. 2013
Deferred Grant Income	$	$	-
Deferred membership fees			-
	$	$	-

~~GREEN~~As ~~AUTOMOTIVE~~all ~~COMPANY~~of ~~AND~~our ~~SUBSIDIARIES~~deferred revenue was derived from our U.K. Companies’ operations for both periods, all of our deferred revenue for the period ending December 31, 2013 has been reclassified under discontinued operations.

~~NOTES~~10. TOFUNDS ~~CONDENSED~~RECEIVED ~~CONSOLIDATED~~NOT ~~FINANCIAL~~CONVERTED ~~STATEMENTS~~INTO EQUITY (NET OF DISCOUNT)

~~(UNAUDITED)~~We received advances during the year ended December 31, 2013 in the amount of $215,000. These advances were made directly from the shareholders. The Company issued common shares during the first six months of 2014 to settle these advances.

311. ~~SUMMARY~~SUMS OFDUE ~~SIGNIFICANT~~TO ~~ACCOUNTING~~GLOBAL ~~POLICIES~~MARKET ~~(continued)~~ADVISORS

~~Recent~~On ~~Accounting~~July ~~Pronouncements~~19, 2010, we entered into an Advisory Agreement (~~continued~~the “Advisory Agreement’) with Global Market Advisors, Inc., a Nevada corporation (“GMAI”). Under the Advisory Agreement, GMAI was retained by us to assist with a variety of services, including, but not limited to, assisting us with our filings as a public company, making the public aware of us and our business, and provide general advice to our management in order to execute our business plan and strategy. The agreement was terminated with effect on July 31, 2013. In exchange for the services rendered, we agreed to compensate GMAI in the amount of $170,889. This amount remained outstanding as of December 31, 2013 and as of September 30, 2014.

On July 18, 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Topic 740 does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The objective of the amendments in this update is to eliminate that diversity in practice. The Company adopted this ASU as of January 1, 2014. This ASU did not have an effect on our financial statements.23

~~Not~~Table ~~Adopted~~of Contents

InGREEN ~~April~~AUTOMOTIVE ~~2014,~~COMPANY ~~the~~AND FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity to reduce diversity in practice for reporting discontinued operations. Under the previous guidance, any component of an entity that was a reportable segment, an operating segment, a reporting unit, a subsidiary, or an asset group was eligible for discontinued operations presentation. The revised guidance only allows disposals of components of an entity that represent a strategic shift (e.g., disposal of a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity) and that have a major effect on a reporting entity’s operations and financial results to be reported as discontinued operations. The revised guidance also requires expanded disclosure in the financial statements for discontinued operations as well as for disposals of significant components of an entity that do not qualify for discontinued operations presentation. The updated guidance is effective for periods beginning after December 15, 2014.SUBSIDIARIES

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

~~4. ACQUISITIONS~~(UNAUDITED)

~~On January 31, 2013, the Company signed a binding agreement to buy UK-based electric vehicle distributor GoinGreen Limited (www~~12.~~goingreen.co.uk~~ ).SUMS ~~Doing~~DUE ~~business~~TO ~~under~~GLOBAL ~~the~~TRADE brand name, “GoinGreen”, it has sold over 1,400 of the highly successful G-Wiz electric vehicles, making it one of Europe’s largest single retailers of electric vehicles. GoinGreen Ltd was founded in 2002 and in the early days, set itself the mission to minimize the effects of climate change by encouraging carbon-neutral motoring. The company pioneered electric vehicles in the UK with the G-Wiz, an electric vehicle designed in California and manufactured in India by the Indo-Reva Electric Car Company, making London the capital of the electric vehicle (EV). The deal was completed in the second quarter of 2013 when 1,562,498 shares of GACR common stock was exchanged for 100% of the issued and outstanding securities of GoinGreen Limited (an England and Wales private limited company). Due to the TRO the shares were not released by our transfer agent until June 24, 2013.FINANCE

19On January 1, 2012 the Company made and entered into a credit facility with Global Trade Finance (“GTF”) to provide credit up to $250,000. The Company had drawn down $79,000 of the facility through the second quarter of 2012. The effective rate of interest is 8% on the facility, and the facility was to be secured by 5,000,000 shares of Green Auto common stock, and the advances made to the Company under the credit facility were not reduced to Convertible Notes. The facility was to be due January 1, 2013, or up to twenty four months if demand for repayment is not made, however, effective September 30, 2012, the $79,000 was converted into 1,500,000 shares of the Company’s common stock. The Company recorded $4,000 gain on settlement of debt. The Company also borrowed another $25,000 on this facility that it still owes under the same terms listed above as of September 30, 2014 and December 31, 2013.

~~GREEN~~13. ~~AUTOMOTIVE~~NOTES ~~COMPANY~~PAYABLE, ~~AND~~NET ~~SUBSIDIARIES~~OF DISCOUNTS

~~NOTES~~As TOa ~~CONDENSED~~result ~~CONSOLIDATED~~of ~~FINANCIAL~~our ~~STATEMENTS~~inability to file our Form 10-Q for the period ended September 30, 2014 within the time period required under the Securities Exchange Act of 1934, as amended, we have defaulted on certain covenants under various loan documents with our note holders regarding timely filings with the SEC. Additionally, we no longer have sufficient authorized shares for convertible note holders to convert their notes. We currently are in discussions to revise the note agreements, including waivers of default remedies. Because we believe we will achieve waivers of the default remedies, the values stated for the convertible notes do not include remuneration for default remedies.

~~(UNAUDITED)~~24

4.Table ~~ACQUISITIONS~~of ~~(continued)~~Contents

The allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed of GoinGreen Limited are shown below.

Notes Payable	September 30,			December 31,
	2014			2013
Blue Citi - Convertible Note Payable, 0% interest, convertible at 40% discount to market price, unsecured	$	277,500		$	—
R Knight £38,500 Note Payable, Nil Interest, when funds permit, unsecured		—			63,487
P Beitl £109,576 Note Payable, Nil Interest, when funds permit, unsecured		180,691
David Voss Note Payable, 15% Interest, unsecured, convertible at fixed 00.5 cents per share		15,000			—
Black Mountain - Convertible Note Payable, 10% interest, convertible at 35% discount to market price, unsecured		62,000			—
Union Capital Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days		45,000			—
N Jones £10,053 Note Payable, Nil Interest, unsecured		16,577
I Hobday – Note payable, Nil interest, unsecured		24,419			5,813
P Lilley £700 Note Payable, Nil Interest, unsecured		1,191			1,154
L G Capital Note payable, 8% Interest, unsecured, convertible at 50% discount to market price after 180 days		27,000			76,500
Auctus Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days		—			37,750
JMJ Financial Note Payable, interest 12% after 90 days, unsecured, convertible at 40% discount to market price		142,566			82,000
Louis Klein Note Payable, 15% Interest, unsecured, convertible at fixed 10.5 cents per share		50,000			50,000
Linda Singer Note Payable, 15% Interest, unsecured, convertible at fixed 10.5 cents per share		100,000			100,000
David Hopkins Note Payable, 15% Interest, unsecured , a conversion price of 50% of close price on date of notification		20,000			20,000
Gel Properties Note Payable, 6% Interest, unsecured, convertible at 40% discount to market price		—			25,000
Redwood Fund II Note Payable ,10% Interest, unsecured, convertible at 50% discount to market price		—			100,000
Redwood Management LLC Note Payable, Nil Interest, unsecured, convertible at 50% discount to market price		—			336,376
Bizloan Note payable, 36% Interest, secured		16,802			219,691
Typenex Note Payable, 8% Interest, unsecured, convertible at 60% discount to market price after 180 days		142,500			—
WEAM/WFC payable, 0% interest convertible at 20% discount to market price after 180 days		200,000			—
Auctus Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days		56,250			—
Blue Citi. 8% Interest, unsecured, convertible at 38.5% discount to market price after 180 days		26,500			—
LG Capital, 8% Interest, unsecured, convertible at 35% discount to market price after 180 days		94,050			—
Union Capital, 8% Interest, unsecured, convertible at 50% discount to market price after 180 days		50,000			—
Accrued interest		—			8,080
		1,350,778			1,323,119
Debt Discount		(300,153	)		(273,777	)
	$	1,050,625		$	1,049,342
Current Portion	$	1,050,625		$	845,396
Long Term					203,946
	$	1,050,625		$	1,049,342

Cash	$	14,896
Accounts receivable		29,379
Prepayments		19,623
Inventories		75,693
Other current assets		27,845
Property and equipment, net of accumulated depreciation		14,653
Goodwill		769,890
Total assets acquired		951,979
Credit Line		1,584
Accounts payable and accrued expenses		81,313
Deferred revenue		34,983
Income Tax payable		62,345
Other		206,464
Total liabilities assumed		386,689
Purchase Price	$	565,290
Final Consideration
1,562,498 of common stock issued @ $0.33 in exchange for equity		515,625
150,501 of common stock issued @ $0.33 to settle debt		49,665

~~The~~Table ~~acquisition method~~ of accounting is based on ASC Subtopic 805-10, “Business Combinations,” and uses the fair value concepts defined in ASC Subtopic 820-10, “Fair Value Measurements and Disclosures”. The purchase price for GoinGreen businesses was allocated to the net tangible and intangible assets based upon their fair values as of the respective acquisition dates. The allocation of the purchase price was based upon a valuation and the estimates and assumptions were subject to change within the measurement period. The excess of the purchase price over the fair values of the net tangible assets and intangible assets, if any, was recorded as goodwill and is generally driven by our expectations of our ability to realize synergies and achieve our strategic growth objectives.Contents

~~The goodwill recorded in connection with the GoinGreen acquisitions was $769,890, on the transaction acquisition date~~13. InNOTES ~~accordance with U.S. GAAP~~PAYABLE, ~~impairment~~NET ~~testing~~OF ~~for~~DISCOUNTS goodwill is performed at least annually. The Company performs its annual impairment test as of December 31. Goodwill is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.(continued)

~~The~~In ~~impairment~~connection ~~test~~with ~~for~~the ~~goodwill~~Black ~~uses~~Mountain aconvertible ~~two-step~~notes ~~approach~~issued on February 13, ~~which~~2014, isthe ~~performed~~Company atissued ~~the~~a ~~entity~~five ~~level~~year aswarrant to the ~~Company~~note ~~has~~holder ~~one~~to ~~reporting~~purchase ~~unit.~~an ~~Step~~additional 1,200,000 ~~compares~~common ~~the~~shares at ~~fair~~an ~~value~~exercise price of $0.15. As of September 30, 2014, the ~~reporting~~adjusted ~~unit~~number toof ~~its~~issuable ~~carrying~~shares ~~value~~equaled ~~including~~69,230,769 ~~goodwill.~~shares Ifand the strike ~~carrying~~price ~~value~~was ~~exceeds~~$0.0026. Using the ~~fair~~Black-Scholes ~~value,~~model ~~there~~and isthe afollowing ~~potential~~inputs: ~~impairment~~$0.006 ~~and~~market ~~Step~~price, 21 ~~must~~year beestimated ~~performed~~term, 0.13% risk ~~Step~~free 2rate ~~compares~~and ~~the~~expected ~~carrying~~volatility ~~value~~ of 178%, the ~~reporting unit~~warrant’s ~~goodwill~~value towas ~~its~~$ ~~implied~~318,318. ~~fair~~The ~~value~~warrant ~~(i.e.~~has anti-dilution provisions, including adjustable provisions for the ~~fair~~exercise ~~value~~price. ofAdditionally, if the ~~reporting~~warrant ~~unit~~is ~~less~~exercised ~~the~~on ~~fair~~a ~~value~~cashless ofbasis, the ~~unit’s~~market price ~~assets~~would ~~and~~reset ~~liabilities~~to $0.0523, ~~including~~which ~~identifiable~~would ~~intangible~~negatively ~~assets).~~impact If the ~~carrying~~number ~~value~~ of ~~goodwill~~shares ~~exceeds~~to ~~its~~be ~~implied~~issued. ~~fair~~We ~~value,~~are currently negotiating a settlement of the ~~excess~~note iswith ~~recorded~~Black asMountain, anwhich ~~impairment~~would include eliminating this warrant.

~~The~~In connection with the Blue Citi convertible notes issued on March 21, 2014, the Company ~~performed~~issued ~~its~~a ~~annual~~three ~~test~~year ofwarrant ~~goodwill~~to asthe ofnote ~~December~~holder 31to purchase an additional 15,218,579 ~~2013~~common shares at an exercise price of $0. 0183. The ~~Company~~warrant ~~determined~~has anti-dilution provisions, including adjustable provisions for the ~~fair~~exercise price ~~value~~and the number of shares. As of September 30, 2014, the ~~reporting~~adjusted ~~unit~~number ~~exceeded~~of issuable shares equaled 107,115,385 shares and the ~~carrying~~strike ~~value~~price was $0.0026. Using the Black-Scholes model and the following inputs: $0.006 market price, 1 year estimated term, 0.13% risk free rate and expected volatility of 178%, the ~~reporting~~warrant’s ~~unit~~value was $492,508.

~~For~~In ~~the~~connection ~~year~~with ~~ended~~a ~~December~~funding 31transaction between the Company and Typenex Co-Investment, ~~2013~~LLC, in June 2014 the Company ~~concluded~~issued ~~there~~a ~~were~~$665,000 ~~indicators~~secured convertible promissory note to Typenex payable 17 months after the issuance date and bearing interest at the rate of ~~potential~~10% ~~goodwill~~per ~~impairment~~annum. The loan will be funded in six installments of which the first installment was for $142,500 ~~including~~and the ~~decline~~remainders inare for $110,000 each, except the ~~value~~last which is for $82,500. The Typenex transaction had an original issue discount of $60,000 and transaction expenses of $5,000. As the lender, Typenex is secured by a first priority security interest on the assets of the Company. The Typenex Note is convertible into shares of the Company’s common ~~revenue~~stock ~~recognition~~beginning on the date which is six months after each respective installment of the loan is received by the Company. The Asconversion aformula ~~result~~is the amount of ~~identifying~~the ~~indicators~~loan being converted divided by the conversion price, which is 60% of ~~impairment~~the average of the three lowest Closing Bid Prices in the proceeding twenty trading days. In connection with the Typenex transaction, the Company issued ~~performed~~a anfive ~~impairment~~year ~~test~~warrant to Typenex to purchase common stock that includes anti-dilution provisions. The number of ~~goodwill~~shares asissuable under the warrant equal $332,500 divided by the greater of ~~December 31~~the market price per share at the issue date of the warrant ($0.0205) or the average trading price per share calculated on the two days prior to the date of notice of conversion. The purchase price per share is determined by using the lower of the conversion price and the market price. As of September 30, ~~2013~~2014, the adjusted number of issuable shares equaled 127,884,615 and the strike price was $0.0026. Using the Black-Scholes model and the following inputs: $0.0026 market price, 1 year estimated term, 0.13% risk free rate and expected volatility of 178%, the warrant’s value was $588,004.

2014. STOCK INCENTIVE PLAN

~~GREEN~~On ~~AUTOMOTIVE~~May ~~COMPANY~~30, ~~AND~~2011, ~~SUBSIDIARIES~~the Company adopted the 2011 Non-Qualified Stock Incentive Plan (the “Plan”). Under the Plan, participants, including both employees and nonemployees of the Company, have the opportunity to acquire common units of the Company. For awards made under the Plan, participants purchase common units at the time the award is made at (i) a stated value, or (ii) a percentage that is not less than 50% of the current fair market value of the stock. Award agreements with employees have a term of ten years and typically have a graded vesting terms over five years. If a participant ceases to be employed with the Company prior to the end of the vesting period, the participant forfeits his/her rights to any unvested units at the date of the termination.

~~NOTES~~During TOthe ~~CONDENSED~~nine ~~CONSOLIDATED~~month ~~FINANCIAL~~period ~~STATEMENTS~~ending September 20, 2014, the Company granted 10,100,000 options and recorded a stock option expense of $523,905. No options were granted during the year ended December 31, 2014.

~~(UNAUDITED)~~26

4.Table ~~ACQUISITIONS~~of ~~(continued)~~Contents

InGREEN ~~performing~~AUTOMOTIVE ~~Step~~COMPANY 1AND ~~of the impairment test, the Company estimated the fair value of the reporting unit using the market approach for purposes of estimating the total enterprise value for the Company.~~SUBSIDIARIES

~~The~~NOTES ~~market~~TO ~~approach~~CONDENSED isCONSOLIDATED based on the guideline publicly traded company method to determine the fair value of the reporting unit. Under this method, market multiples ratios were applied to the reporting unit’s earnings with consideration given to the Company’s size, product offerings, growth, and other relevant factors compared to those of the guideline companies. The guideline companies selected were engaged in the same or a similar line of business as the Company. Market multiples were then selected based on consideration of risk, growth, and profitability differences between the Company and the guideline companies. The selected market multiples were then multiplied by the Company’s earnings streams for the twelve months ended December, 2013.FINANCIAL STATEMENTS

Based on the above analysis, it was determined that the carrying value of the reporting unit including goodwill exceeded the fair value of the reporting unit, requiring the Company to perform Step 2 of the goodwill impairment test to measure the amount of impairment loss, if any.(UNAUDITED)

~~In performing Step 2 of the goodwill impairment test, the Company compared the implied fair value of the reporting unit’s goodwill to its carrying value of goodwill~~14. ~~This~~ ~~test~~STOCK ~~resulted~~INCENTIVE inPLAN ~~a non-cash, goodwill impairment charge of $769,890 which was recognized during the year ended December 31, 2013. This charge had no impact on our cash flows or our compliance with debt covenants.~~(continued)

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. ~~sets~~Because ~~forth~~ the ~~balance~~Black-Scholes option valuation model incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on historical volatilities of the Company’s ~~goodwill~~stock. asThe Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of ~~December~~options ~~31,~~granted ~~2013:~~is derived from estimates and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

	December 31, 2012			Additions			Impairments		December 31, 2013
	September 30, 2014				December 31, 2014
Goodwill, gross	$	-		$	769,890		$	(769,890)	$	-
Expected Volatility		178	%			170	%
Accumulated impairment losses		-			-			-		-
Expected dividends		—				—
Total goodwill, net	$	-		$	769,890		$	(769,890)	$	-
Expected terms (in years)		1				1
Risk-free rate		0.13	%			0.13	%
Forfeiture rate		—				—

21A summary of option activity as of September 30, 2014 and December 31, 2013, and changes during the periods then ended is presented below:

GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES


			Weighted-		Average
			Average		Remaining		Aggregate
			Exercise		Contractual		Intrinsic
	Options		Price		Life (Years)		Value
Outstanding at January 1, 2013		22,000,000	$	0.34		9.44	$	191,500
Granted		—		—		—		—
Exercised		—		—		—		—
Forfeited or expired		—		—		—		—
Outstanding at December 31, 2013		22,000,000	$	0.34		8.44	$	191,500
Exercisable at December 31, 2013		18,000,000	$	0.42		8.42	$	—

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


			Weighted-		Average
			Average		Remaining		Aggregate
			Exercise		Contractual		Intrinsic
	Options		Price		Life (Years)		Value
Outstanding at January 1, 2014		22,000,000	$	0.34		8.44	$	112,000
Granted		10,100,000		0.06		9.30		523,905
Exercised		—		—		—		—
Forfeited or expired		—		—		—		—
Outstanding at September 30, 2014		32,100,000	$	0.30		8.20	$	635,905
Exercisable at September 30, 2014		29,700,000	$	0.24		8.22	$	0

~~(UNAUDITED)~~27

4.Table ~~ACQUISITIONS~~of ~~(continued)~~Contents

~~The~~GREEN ~~following~~AUTOMOTIVE ~~are~~COMPANY ~~unaudited~~AND ~~pro-forma results of operations as if the acquisition has occurred at the beginning of the period for the three and six months ended June 30, 2014 and 2013:~~SUBSIDIARIES

~~Pro-forma~~NOTES ~~(unaudited)~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	For the three months ended June 30,				For the six months ended June 30,
	2014		2013		2014		2013
			(Restated)				(Restated)
Revenues	$	1,575,599	$	429,392	$	2,823,469	$	831,311
Costs of goods sold		1,452,724		409,165		2,459,563		595,645
Gross profit		122,875		20,227		363,906		235,666
Operating expenses
Depreciation and amortization		45,692		9,206		92,290		19,066
Loss on disposal of equipment		-		-		-		12,516
Impairment of assets		-		-		-		-
Stock Based Compensation		41,498		-		5,717,015		-
Stock issued for settlement of agreements		-		-		-
General and administrative		1,121,502		523,551		1,749,945		1,126,545
		1,208,692		532,757		7,559,250		1,158,127
Loss before other expenses		(1,085,817)		(512,530)		(7,195,344)		(922,461)
Other income (expenses)
Stock issued in settlement of an agreement		-		(1,237,200)		-		(1,451,486)
Change in fair value of derivative liability		(7,278,229)		(1,114,759)		56,465,415		37,616,530
(Loss) or gain on settlement of debt		-		-		(484,028)
Loss on conversion of preferred shares		-		-		-		(20,375)
Other income/(expense)		(200,000)		-		(200,000)		-
Interest expense		(1,137,218)		(137,254)		(1,855,906)		(183,174)
		(8,615,447)		(2,489,213)		53,925,481		35,961,495
(Loss) income before income taxes		(9,701,264)		(3,001,743)		46,730,137		35,039,034
Income taxes		-		-		-		-
Net (loss) income	$	(9,701,264)	$	(3,001,743)	$	46,730,137	$	35,039,034
(Loss) income per share (Basic)	$	(0.02)	$	(0.01)	$	0.09	$	0.10
(Loss) income per share (Diluted)	$	(0.02)	$	(0.01)	$	0.05	$	0.05
Weighted average shares outstanding (Basic)		599,459,864		342,209,651		531,791,726		342,209,651
Weighted average shares outstanding (Diluted)		599,459,864		342,209,651		991,115,183		668,564,206

(UNAUDITED)

2215. STOCKHOLDERS’ DEFICIT

~~GREEN~~Series ~~AUTOMOTIVE~~Y ~~COMPANY~~Preferred ~~AND SUBSIDIARIES~~Stock

~~NOTES~~On TOSeptember ~~CONDENSED~~2, ~~CONSOLIDATED~~2014, ~~FINANCIAL~~we ~~STATEMENTS~~filed a Certificate of Designation with the Nevada Secretary of State in connection with the creation of a class of shares designated by our Board of Directors as the “Series Y Preferred Shares” with the characteristics described below. The purpose of the Series Y Preferred Shares is to create additional authorized shares of common stock by permitting the return of issued and outstanding shares of common stock held our management and others to the treasury for cancellation and to be available for original issuance. In return for the submission of the shares of common stock for cancellation, each participating shareholder shall receive an identical number of restricted Series Y Preferred Shares. The total number of issued and outstanding shares of common stock that may be subject to this arrangement is forty million (40,000,000) shares of common stock and an equivalent number of Series Y Preferred Shares. A total of 35,415,592 shares of common stock have been returned for cancellation and an equivalent number of restricted shares of Series Y Preferred Stock have been issued to the participants.

Series A Convertible Preferred Stock (~~UNAUDITED~~“CPS”) and Derivative Liability

On July 23, 2012 and in relation with the Liberty Electric Car Limited (“LEC”) Acquisition (Note 4), the Company issued 300,000 shares of restricted preferred stock to two LEC Directors, Darren West and Ian Hobday, as a covenant not to compete. These preferred shares were valued at $5.00 ~~ACCOUNTS~~per ~~RECEIVABLE~~share and were recorded as part of the purchase price.

~~Accounts~~On ~~receivable~~or ~~consists~~about ofSeptember ~~the~~29, ~~following:~~2012, asthe ofCompany ~~June~~issued an additional 30,000 ~~2014~~CPS ~~and~~to ~~December 31~~FMS to settle $150,000 ~~2013:~~of advances owed to FMS (see Note 4) at a conversion rate of $5.00 per CPS.

Accounts Receivables	June 30, 2014		December 31. 2013
Trade receivables	$	106,051	$	123,254
Grant monies receivable		-		31,024
	$	106,051	$	154,278

On or about December 26, 2012, the Company issued an additional 53,680 CPS to FMS for cash at a price of $5.00 per CPS.

6On or about December 26, 2012, the Company issued an additional 12,121 CPS to FMS for cash at a price of $8.25 ~~INVENTORIES~~per CPS.

~~Inventories~~On ~~consist~~or ofabout ~~raw~~February ~~materials~~15, ~~and~~2013, ~~work~~FMS Inconverted ~~progress. These pertain to the Bus production in the NCWI facility. The Company’s inventories are valued at cost~~62,500 asSeries ~~determined~~A bypreferred shares ~~the~~into ~~first-in~~20,437,331 ~~first~~shares ~~out (FIFO) method; in aggregate such valuations are not in excess~~ of ~~market~~our ~~and~~common ~~consisted of the following as of June 30, 2014 and~~ stock.

	June 30, 2014		December 31. 2013
Raw materials	$	6,995	$	106,852
Goods in transit		-		12,956
Work in progress		445,613		178,596
Finished Goods		249.782		113,908
	$	702,390	$	412,312

On or about March 6, 2013, the Company issued an additional 21,841 CPS to FMS for cash at a price of $8.25 per CPS in settlement of $180,188 advances from related party.

7On or about July 26, 2013, the Company issued an additional 95,485 CPS to FMS for cash, 51,387 at a price of $5 per CPS and 44,098 at a price of $8.25 ~~PROPERTY~~per ~~AND~~CPS ~~EQUIPMENT~~in settlement of $620,743 advances from related party.

~~Property~~On ~~and~~or ~~equipment~~about ~~consists~~July of29, ~~the~~2013, ~~following:~~42,152 asSeries ofA ~~June~~Preferred ~~30,~~Shares ~~2014~~were converted ~~and~~into ~~December 31~~16,156,335 ~~2013:~~shares of our common stock.

	June 30, 2014		December 31, 2013
Leasehold improvements	$	15,196	$	14,828
Furniture and fixtures		8,162		8,138
Equipment		627,638		608,598
Computer hardware and software		117,991		117,028
Vehicles		23,189		29,189
		792,176		777,781
Less accumulated depreciation		(259,061)		(169,376)
	$	533,115	$	608,405

On or about November 27, 2013 the Company issued an additional 15,891 CPS to FMS for cash, 2,800 at a price of $5 per CPS and 13,091 at a price of $8.25 per CPS in settlement of $122,001 advances from related party.

~~Our~~On ~~property~~January ~~and~~7, ~~equipment in~~ 2014 ~~are located equally in terms of value in California and in~~ the ~~United~~Company ~~Kingdom~~issued ~~(the~~27,000 ~~“UK”).~~CPS ~~The~~to UKtwo ~~assets~~investors for ~~are~~settlement ~~acquired as part~~ of ~~LEC Entities and GoinGreen acquisitions (see Note 4). For the three months ended June 30~~liability, ~~2014~~these ~~and~~shares ~~June~~were 30valued ~~2013~~at ~~(restated), depreciation expense was~~ $45210,~~692 and $9,206 respectively~~000.

23During the period from January 9, 2014 to March 31, 2014, 38,665 shares of CPS were converted into 19,386,464 common shares.

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~28

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

8.NOTES ~~GOODWILL~~TO &CONDENSED ~~INTANGIBLE~~CONSOLIDATED ~~ASSETS~~FINANCIAL STATEMENTS

~~Intangible assets consist of the following and were mainly related to the LEC and GoinGreen acquisitions:~~(UNAUDITED)

	June 30, 2014		December 31, 2013
Goodwill on purchase of GoinGreen	$	789,890	$	769,890
Go License		500,000		500,000
Crash test homologation costs		228,912		228,912
Liberty acquired technology		619,462		619,462
Assembled workforce		689,000		689,000
Trade name and website		45,000		45,000
Non-compete agreement		1,500,000		1,500,000
		4,352,264		4,352,264
Less amortization and impairment		(4,352,264)		(4,352,264)
	$	-	$	-

15. STOCKHOLDERS’ DEFICIT (continued)

~~Amortization~~On ~~expense~~or ~~was~~about $0April ~~for~~11, ~~the~~2014 ~~three~~a ~~months~~holder ~~ended~~of ~~June~~Series ~~30,~~A ~~2014~~Preferred ~~and~~shares of the ~~year~~Company ~~ended~~converted ~~December 31~~125,000 ~~2013.~~Series ~~Additionally,~~A ~~the~~Preferred ~~Company~~Stock ~~impaired~~into ~~the~~66,875,000 ~~remaining~~restricted ~~basis~~shares inof the ~~intangibles~~Company’s ~~during~~common ~~the~~stock. The ~~year~~shares ~~ended~~issued ~~December~~for ~~31,~~the ~~2013~~Series asA ~~management~~Preferred ~~revised~~stock ~~its~~represented ~~sales~~11.05% ~~forecast~~of ~~for~~ the ~~product~~Company’s ~~which~~shares ~~impaired~~issued ~~the~~and ~~goodwill~~outstanding ~~of $769,890~~ as of April 11, 2014.

9.On ~~DEFERRED~~or ~~REVENUE~~about May 28, 2014 the Company converted 5,000 Series A Preferred Stock into 2,289,220 shares of its common stock.

~~Deferred~~Conversion ~~revenue consists of the following: as of June 30, 2014 and December 31, 2013:~~Formula

Deferred Revenues	June 30, 2014		December 31. 2013
Deferred Grant Income	$	17,964	$	17,964
Deferred membership fees		96,859		152,287
	$	114,823	$	170,251

The CPS is convertible into Company’s common stock in accordance with the following formula:

~~10.~~Number ~~FUNDS~~of ~~RECEIVED~~common ~~NOT~~shares ~~CONVERTED~~to ~~INTO~~be ~~EQUITY~~issued ~~(NET~~upon OFconversion ~~DISCOUNT)~~of CPS =

~~The~~Number ~~Company~~of ~~has~~common ~~received~~stock ~~advances~~outstanding ~~during~~on ~~the~~date ~~year ended December 31, 2013 in the amount~~ of ~~$215,000.~~conversion ~~These~~x ~~advances were made directly from the shareholders~~0.000001 x ~~The~~Number ~~Company~~of ~~issued~~preferred ~~common~~stock ~~shares~~being ~~during the six months ended June 30, 2014 to settle all these advances~~converted.

11Due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option embedded in the CPS, the conversion feature is classified as derivative liabilities and recorded at fair value. ~~SUMS~~At ~~DUE~~the TOtime ~~GLOBAL~~of ~~MARKET~~this ~~ADVISORS~~filing, the Company does not have sufficient issuable common shares remaining from its authorized common shares for any of the CPS holders to convert into common shares.

OnPursuant ~~July~~to 19ASC 815, ~~2010~~“Derivatives and Hedging,” wethe Company ~~entered~~initially ~~into~~recognized anthe ~~Advisory~~fair ~~Agreement~~value (of the ~~“Advisory~~embedded ~~Agreement’)~~conversion ~~with~~feature ~~Global~~of ~~Market~~the ~~Advisors,~~CPS ~~Inc.,~~on adate ~~Nevada~~of ~~corporation~~issuance ~~(“GMAI”)~~and was charged to operations. ~~Under~~ ~~the~~On ~~Advisory~~September ~~Agreement~~30, ~~GMAI~~2014, ~~was~~the ~~retained~~Company byrecorded usa mark-to-market ~~assist~~adjustment ~~with~~based aon ~~variety~~the fair value of ~~services,~~the ~~including,~~derivative ~~but~~liability on ~~not~~that ~~limited~~date ~~to,~~which ~~assisting~~resulted usin ~~with~~a ~~our~~gain ~~filings~~of as$57,095,577. aThe ~~public~~fair ~~company,~~value ~~making~~of the ~~public~~derivative ~~aware~~liability ofwas usdetermined ~~and~~using ~~our~~the ~~business,~~Black Scholes ~~and~~option ~~provide~~pricing ~~general~~model ~~advice~~with toa ~~our~~quoted ~~management~~market inprice ~~order~~of to$0.006, ~~execute~~a ~~our~~conversion ~~business~~price ~~plan~~of ~~and strategy~~$0.0026, ~~The~~expected ~~agreement~~volatility ~~was~~of ~~terminated~~178%, no ~~with~~expected ~~effect~~dividends, onan ~~July~~expected ~~31,~~term ~~2013. In~~of ~~exchange~~one ~~for~~year ~~the~~and ~~services~~a werisk-free ~~agreed~~interest torate ~~compensate~~of ~~GMAI~~0.13%. ~~and~~As atof ~~June~~September 30, 2014, ~~and~~the ~~December~~number of ~~31,~~common ~~2013,~~shares ~~$170,889~~that ~~has~~could ~~been~~be ~~accrued~~potentially issued to ~~cover~~settle ~~all~~the ~~costs~~conversion ~~and~~of ~~fees~~the ~~owed~~preferred stock is 372,921,913 common shares.

24The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on September 30, 2014.

GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES


	Level 1		Level 2		Level 3		Total
Assets
None	$	—	$	—	$	—	$	—
Liabilities
Derivative Financial instruments	$	—	$	—	$	12,814,383	$	12,814,383

~~NOTES~~The TOfollowing ~~CONDENSED~~table ~~CONSOLIDATED~~summarizes ~~FINANCIAL~~the ~~STATEMENTS~~derivative liabilities included in the condensed consolidated balance sheet at September 30, 2014:

(UNAUDITED)


Balance at January 1, 2014	$	71,752,773
Derivative liability related to new issuance and conversion, net		1,842,812
Change in Value of Historic Derivatives		(57,095,577	)
Balance at September 30, 2014 (unaudited)	$	12,814,383

~~12. SUMS DUE TO GLOBAL TRADE FINANCE~~29

OnTable ~~January 1, 2012 the Company made and entered into a credit facility with Global Trade Finance (“GTF”) to provide credit up to $250,000. The Company had drawn down $79,000~~ of the facility through the second quarter of 2012. The effective rate of interest is 8% on the facility, and the facility was to be secured by 5,000,000 shares of Green Auto common stock, and the advances made to the Company under the credit facility were not reduced to Convertible Notes. The facility was to be due January 1, 2013, or up to twenty four months if demand for repayment is not made, however, effective September 30, 2012, the $79,000 was converted into 1,500,000 shares of the Company’s common stock. The Company recorded $4,000 gain on settlement of debt. The Company also borrowed another $25,000 on this facility that it still owes under the same terms listed above as of June 30, 2014 and December 31, 2013.Contents

25GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

~~GREEN~~NOTES ~~AUTOMOTIVE~~TO ~~COMPANY~~CONDENSED ~~AND~~CONSOLIDATED ~~SUBSIDIARIES~~FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

15. STOCKHOLDERS’ DEFICIT (~~UNAUDITED~~continued)

~~13.~~Common ~~NOTES PAYABLE, NET OF DISCOUNTS~~Stock

AsOn aor ~~result~~about ofFebruary ~~our inability to file our Form 10-Q for the period ended June 30~~15, ~~2014~~2013 ~~within~~FMS ~~the~~converted ~~time period required under the Securities Exchange Act of 1934~~62,500 asPreferred ~~amended,~~A weshares into ~~have defaulted on certain covenants under various loan documents with Typenex~~20, ~~LG Capital~~437,331 ~~and~~shares ~~JMJ Financial. We have informed each, as well as other lenders,~~ of ~~the default and requested a waiver from the default, which was conditionally granted. With this filing, we have cured~~ our ~~outstanding~~common ~~defaults related to the late filing~~stock.

Notes Payable	June 30, 2014		December 31, 2013
Blue Citi - Convertible Note Payable, 0% interest, convertible at 40% discount to market price, unsecured	$	278,500	$	-
R Knight £38,500 Note Payable, Nil Interest, when funds permit, unsecured		-		63,487
P Beitl £109,576 Note Payable, Nil Interest, when funds permit, unsecured		186,586		180,691
David Voss Note Payable, 15% Interest, unsecured, convertible at fixed 00.5 cents per share		15,000		-
Black Mountain - Convertible Note Payable, 10% interest, convertible at 35% discount to market price, unsecured		110,000		-
Union Capital Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days		50,000		-
N Jones £10,053 Note Payable, Nil Interest, unsecured		17,118		16,577
I Hobday – Note payable, Nil interest, unsecured		24,419		5,813
P Lilley £700 Note Payable, Nil Interest, unsecured		1,191		1,154
L G Capital Note payable, 8% Interest, unsecured, convertible at 50% discount to market price after 180 days		27,000		76,500
Auctus Note Payable, 8% Interest, unsecured, convertible at 42% discount to market price after 180 days		-		37,750
JMJ Financial Note Payable, interest 12% after 90 days, unsecured, convertible at 40% discount to market price		166,668		82,000
Louis Klein Note Payable, 15% Interest, unsecured, convertible at fixed 10.5 cents per share		50,000		50,000
Linda Singer Note Payable, 15% Interest, unsecured, convertible at fixed 10.5 cents per share		100,000		100,000
David Hopkins Note Payable, 15% Interest, unsecured , a conversion price of 50% of close price on date of notification		20,000		20,000
Gel Properties Note Payable, 6% Interest, unsecured, convertible at 40% discount to market price		25,000		25,000
Redwood Fund II Note Payable ,10% Interest, unsecured, convertible at 50% discount to market price		100,000		100,000
Redwood Management LLC Note Payable, Nil Interest, unsecured, convertible at 50% discount to market price		-		336,376
Bizloan Note payable, 36% Interest, secured		83,647		219,691
Typenex Note Payable, 8% Interest, unsecured, convertible at 60% discount to market price after 180 days		142,500		-
WEAM/WFC		200,000		-
Accrued interest		-		8,080
		1,597,629		1,323,119
Debt Discount		(272,766)		(273,777)
	$	1,324,863	$	1,049,342
Current Portion	$	1,031,506	$	845,396
Long Term		293,357		203,946
	$	1,324,863	$	1,049,342

On or about February 15, 2013, we issued 375,000 shares of our common stock to Kodiak Capital Group LLC worth $150,000 as part of the Kodiak Funding Agreement. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was either accredited or sophisticated and familiar with our operations.

26On or about February 15, 2013, we issued 160,715 shares of our common stock to Colin Manners (part of Kodiak Capital Group LLC) worth $64,286 as part of the Kodiak Funding Agreement. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was either accredited or sophisticated and familiar with our operations.

~~GREEN~~On ~~AUTOMOTIVE~~March ~~COMPANY~~18, ~~AND~~2013, ~~SUBSIDIARIES~~the Company entered into a funding agreement for up to $3 million with Kodiak Capital Group LLC, a Newport Beach-based institutional investor. The Company has agreed to file a registration statement with the U.S. Securities & Exchange Commission (“SEC”) covering the shares that may be issued to Kodiak under the terms of the common stock purchase agreement. As a result of the current market price for the Company’s common stock, the Company intends to withdraw the registration statement filing.

~~NOTES~~On TOor ~~CONDENSED~~about ~~CONSOLIDATED~~April ~~FINANCIAL~~1, ~~STATEMENTS~~2013, the Company issued 1,712,999 shares to the owners of Going Green Limited (a UK company) to acquire 100% of the business. Due to the TRO the shares were not released by our transfer agent until June 24, 2013.

~~(UNAUDITED)~~On or about March 22, 2013, the Company issued 1,050,000 shares of its common stock to Metro-Electric PLC to secure a 30% investment in the Powabyke brand of Electric Bikes owned by Metro-Electric PLC.

~~13.~~On ~~NOTES~~or ~~PAYABLE~~about May 9, ~~NET~~2013, OFthe ~~DISCOUNTS~~Company ~~(continued)~~issued 1,500,000 shares of its common stock each to Gary Spaniak Sr. and Ron Davis to compensate them for Liberty Electric Cars Limited withdrawing from the Merger with ELCR in order to be acquired by GAC.

InOn ~~connection~~or ~~with~~about ~~the~~July ~~Black Mountain convertible notes issued on February 13~~18, ~~2014~~2013, the Company issued ~~a five year warrant to the note holder to purchase an additional 1~~27,~~200~~000,000 ~~common~~ shares ~~at an exercise price~~ of ~~$0.15.~~its ~~The~~common ~~warrant~~stock ~~has~~to ~~anti-dilution~~Carter ~~provisions,~~Read ~~including adjustable provisions for the exercise price and the number~~ of ~~shares.~~which As5,000,000 ofwas ~~June~~in ~~30,~~relation ~~2014,~~to the ~~adjusted~~purchase ~~number~~ of ~~issuable~~Newport ~~shares equaled 26~~Coachworks,~~865,672~~ ~~shares and the strike price was $0~~Inc.~~0067,~~ ~~Using the Black-Scholes model~~ and ~~the following inputs: $0.0523 market price~~22,000,000 was 1in ~~year~~relation ~~estimated~~to ~~term, 0~~Mr.~~11%~~ ~~risk~~Read ~~free~~securing ~~rate~~purchase ~~and~~orders ~~expected~~in ~~volatility~~excess of ~~176%,~~sixty ~~the~~(60) ~~warrant’s value was $ 1,266,388~~units.

InOn ~~connection~~or ~~with~~about ~~the~~July ~~Blue Citi convertible notes issued on March 21~~29, ~~2014~~2013, the Company ~~issued~~converted ~~a three year warrant to the note holder to purchase an additional 15~~42,~~218,579~~152 ~~common~~Series ~~shares~~A Preferred atStock aninto ~~exercise price of $0.0183. The warrant has anti-dilution provisions~~16, ~~including adjustable provisions for the exercise price and the number of shares. As of June 30~~156,335 ~~2014, the adjusted number of issuable~~ shares equaled 41,567,164 shares and the strike price was $0.00670. Using the Black-Scholes model and the following inputs: $0.0158 market price, 1 year estimated term, 0.11% risk free rate and expected volatility of ~~176%,~~its ~~the~~common ~~warrant’s value was $ 504,027~~stock.

InOn ~~connection~~or ~~with~~about aSeptember ~~funding transaction between the Company and Typenex Co-Investment~~20, ~~LLC~~2013, ~~in June 2014~~ the Company issued ~~a $665~~1,000 secured convertible promissory note to Typenex payable 17 months after the issuance date and bearing interest at the rate of 10% per annum. The loan will be funded in six installments of which the first installment was for $142188,~~500~~603 and the remainder are for $110,000 each, except the last which is for $82,500. The Typenex transaction had an original issue discount of $60,000 and transaction expenses of $5,000. As the lender, Typenex is secured by a first priority security interest on the assets of the Company. The Typenex Note is convertible into shares of ~~the~~its ~~Company’s~~ common stock ~~beginning on the date which is six months after each respective installment of the loan is received by the Company~~. ~~The~~Of ~~conversion~~those ~~formula~~shares, ~~is the amount of the loan being converted divided by the conversion price~~1,046,618 ~~which~~were isissued ~~60% of the average of the three lowest Closing Bid Prices~~ in ~~the proceeding twenty trading days. In~~ connection with ~~the~~convertible ~~Typenex~~debt, ~~transaction~~27,939 ~~the~~were ~~Company~~ issued ~~a five year warrant~~ to ~~Typenex~~a ~~to purchase common stock that includes anti-dilution provisions. The number~~ member of ~~shares~~staff issuable under the warrant equal $332,500 divided by the greater of the market price per share at the issue date of the warrant ($0.0205) or the average trading price per share calculated on the two days prior to ~~the~~retain ~~date~~their ~~of notice of conversion. The purchase price per share is determined by using the lower of the conversion price and the market price. As of June 30~~services, ~~2014, the adjusted number of issuable shares equaled 49,626,866~~ and ~~the strike price was $0.00670. Using the Black-Scholes model and the following inputs: $0.0205 market price~~114,046 1were ~~year~~issued ~~estimated~~in ~~term,~~lieu ~~0.11% risk free rate and expected volatility~~ of ~~176%,~~rent ~~the warrant’s value was $817,799~~payments.

~~14.~~On ~~STOCK~~or ~~INCENTIVE~~about ~~PLAN~~October 16, 2013, the Company issued 500,000 shares of its common stock in connection with advisory services provided.

On ~~May~~or ~~30,~~about ~~2011,~~November ~~the Company adopted the 2011 Non-Qualified Stock Incentive Plan (the “Plan”). Under the Plan~~8, ~~participants~~2013, ~~including both employees and nonemployees of~~ the Company, ~~have~~issued ~~the~~625,461 ~~opportunity to acquire common units~~ shares of ~~the~~its ~~Company. For awards made under the Plan, participants purchase~~ common ~~units at the time the award is made at (i) a stated value, or (ii) a percentage that is not less than 50% of the current fair market value of the~~ stock. ~~Award~~in ~~agreements~~connection with ~~employees~~advisory ~~have~~services ~~a term of ten years and typically have a graded vesting terms over five years~~provided. ~~If a participant ceases to be employed with the Company prior to the end of the vesting period, the participant forfeits his/her rights to any unvested units at the date of the termination.~~

~~There~~On ~~were~~or ~~4,000,000~~about ~~unvested~~November ~~stock options as of December 31~~18, 2013 ~~and December 31~~, ~~2012.~~the ~~The~~ Company ~~granted~~issued 1850,000~~,000~~ ~~stock~~shares of ~~options~~its ~~during~~common ~~the year ended December 31, 2012. No options were granted during the year ended December 31, 2013. The Company recorded a $331,894~~ stock ~~option~~in ~~expense~~connection ~~for~~with ~~the~~advisory ~~year~~services ~~ended December 31, 2013 and none for 2012~~provided. ~~For the six month period ending June 30, 2014, the Company granted 1,303,949 options and recorded a stock option expense of $41,498.~~

27On or about December 11, 2013, the Company issued 7,700,000 shares of its common stock in connection with a 3(a)(10) arrangement with Ironridge.

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~30

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

~~14.~~NOTES ~~STOCK~~TO ~~INCENTIVE~~CONDENSED ~~PLAN~~CONSOLIDATED ~~(continued)~~FINANCIAL STATEMENTS

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Because the Black-Scholes option valuation model incorporate ranges of assumptions for inputs, those ranges are disclosed. Expected volatilities are based on historical volatilities of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from estimates and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.(UNAUDITED)

	June 30, 2014		March 31, 2014
Expected Volatility	176	%	192	%
Expected dividends	−	%	−	%
Expected terms (in years)	1		1
Risk-free rate	0.11	%	0.13	%
Forfeiture rate	−	%	−	%

15. STOCKHOLDERS’ DEFICIT (continued)

AOn ~~summary~~or ofabout ~~option~~December ~~activity~~23, as2013, ofthe ~~June~~Company 30issued 297,429 ~~2014~~shares of ~~and~~its ~~December~~common ~~31,~~stock ~~2013,~~to ~~and~~Redwood ~~changes~~Management ~~during~~in connection with the ~~periods~~repayment ~~then~~of ~~ended~~convertible isdebt ~~presented~~in ~~below:~~the amount of $33,460.73.

Weighted-

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic

Options

Price

Life (Years)

Value

Outstanding at January 1, 2013

22,000,000

0.34

2.44

191,500

Granted

−

Exercised

−

Forfeited or expired

−

Outstanding at December 31, 2013

22,000,000

0.34

1.44

191,500

Exercisable at December 31, 2013

18,000,000

0.42

2.00

−

On or about December 31, 2013, the Company issued 238,095 shares of its common stock to Redwood Management in connection with the repayment of convertible debt in the amount of $25,000.

			Weighted-		Average
			Average		Remaining		Aggregate
			Exercise		Contractual		Intrinsic
	Options		Price		Life (Years)		Value
Outstanding at January 1, 2014		22,000,000	$	0.34		2.44	$	112,000
Granted		10,100,000		0.06		9.8		−
Exercised		−		−		−		−
Forfeited or expired		−		−		−		−
Outstanding at June 30, 2014		32,100,000	$	0.30		8.70	$	112,000
Exercisable at June 30, 2014		29,700,000	$	0.24		8.73	$	112,000

During the three months ended March 31, 2014, the Company issued 19,644,299 shares in connection with debt conversion valued at approximately $555,490, mainly related to the LEC debt that was assumed by Redwood.

~~15.~~During ~~STOCKHOLDERS’~~the ~~DEFICIT~~three months ended March 31, 2014, the Company issued 32,051 shares for $5,000 in cash to unrelated party.

~~Series~~During Athe ~~Convertible~~three ~~Preferred~~months ~~Stock~~ended ~~(“CPS”)~~March 31, 2014, the Company issued 278,133 shares as additional interest and ~~Derivative~~penalties ~~Liability~~valued at $24,038.

OnDuring ~~July~~the ~~23,~~three ~~2012~~months ~~and~~ended inMarch ~~relation~~31, ~~with the LEC Acquisition (Note 4)~~2014, the Company issued ~~300~~ 78,~~000~~792,270 shares ~~of restricted preferred stock to two LEC Directors as a covenant not to compete. The preferred shares are fully forfeitable~~ in ~~the~~connection ~~event~~with ~~the~~liability ~~Directors~~settlements ~~terminated~~valued ~~their~~at ~~employment~~approximately or$4,993,110, ~~violated~~which ~~the~~included ~~non-compete provision before~~ the ~~third~~Ironridge ~~year~~settlement agreement ~~anniversary.~~and ~~Additionally,~~other ~~these~~liabilities ~~preferred~~related ~~shares~~to ~~were~~consultants ~~valued at $5.00 per share~~ and ~~were~~two ~~recorded~~officers asfor ~~part~~accrued ~~of the purchase price~~salary.

28During the three months ended March 31, 2014, the Company issued 872,569 shares in connection with services provided to the company by outside consultants valued at approximately $64,000.

~~GREEN~~On ~~AUTOMOTIVE~~or ~~COMPANY~~about ~~AND~~April ~~SUBSIDIARIES~~2, 2014 the Company issued 1,200,000 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $16,920.

~~NOTES~~On TOor ~~CONDENSED~~about ~~CONSOLIDATED~~April ~~FINANCIAL~~2, ~~STATEMENTS~~2014 the Company issued 4,821,925 shares of its common stock to LG Capital in connection with the repayment of convertible debt in the amount of $51,500 plus $2,746 in accrued interest.

~~(UNAUDITED)~~On or about April 9, 2014 the Company issued 1,631,280 shares of its common stock to Auctus Private Equity Fund in connection with the repayment of convertible debt in the amount of $17,750 plus $1,646 in accrued interest.

~~15.~~On ~~STOCKHOLDERS’~~or ~~DEFICIT~~about ~~(continued)~~April 9, 2014 the Company issued 1,600,000 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $22,560.

On or about ~~September~~April 2911, ~~2012,~~2014 the Company ~~issued~~converted ~~an additional 30~~125,000 ~~CPS~~Series A toPreferred ~~FMS~~Stock tointo ~~settle $150~~66,875,000 ofshares ~~advances owed to FMS (see Note 4) at a conversion rate~~ of ~~$5.00~~its ~~per~~common ~~CPS~~stock.

On or about ~~December~~April 2614, ~~2012~~2014, the Company issued an212,500 ~~additional~~shares ~~53,680~~of common ~~CPS~~stock in exchange to ~~FMS~~investor ~~for~~Maurice ~~cash~~Graham Oates at $0.0400 per share for a ~~price~~total of $58,500.~~00 per CPS.~~

On or about ~~December~~April 2622, ~~2012,~~2014 the Company issued an1,585,930 ~~additional~~shares ~~12,121~~of its ~~CPS~~common stock to ~~FMS~~JMJ ~~for~~Financial ~~cash~~in atconnection awith ~~price~~the repayment of ~~$8.25~~convertible ~~per~~debt ~~CPS~~in the amount of $22,742.23.

On or about ~~February~~May 1523, ~~2013,~~2014 ~~FMS~~the ~~converted~~Company 62issued 540,~~500~~000 ~~Series~~shares Aof ~~preferred~~its common ~~shares~~stock ~~into~~to ~~20,437,331~~Gel ~~shares~~Properties in connection with the repayment of ~~our~~convertible ~~common~~debt ~~stock~~in the amount of $4,472.

On or about ~~March~~May 628, ~~2013,~~2014 the Company ~~issued~~converted ~~an additional 21~~5,~~841~~000 ~~CPS~~Series toA ~~FMS~~Preferred Stock ~~for~~into ~~cash~~2,289,220 atshares ~~a price~~ of ~~$8.25~~its ~~per~~common ~~CPS in settlement of $180,188 advances from related party~~stock.

On or about ~~July~~May 2630, ~~2013,~~2014 the Company issued ~~an additional 95~~900,~~485~~000 ~~CPS~~shares toof ~~FMS~~its common ~~for~~stock ~~cash,~~to ~~51,387~~Gel atProperties ain ~~price~~connection ofwith $5the ~~per~~repayment ~~CPS and 44,098 at a price~~ of ~~$8.25~~convertible ~~per~~debt ~~CPS~~ in ~~settlement~~the amount of $~~620~~7,~~743 advances from related party~~453.

~~On or about July 29, 2013, 42,152 Series A Preferred Shares were converted into 16,156,335 shares of our common stock.~~31

OnTable ~~or about November 27, 2013 the Company issued an additional 15,891 CPS to FMS for cash, 2,800 at a price~~ of ~~$5 per CPS and 13,091 at a price of $8.25 per CPS in settlement of $122,001 advances from related party.~~Contents

OnGREEN ~~January~~AUTOMOTIVE 7,COMPANY ~~2014~~AND ~~the Company issued 27,000 CPS to two investors for settlement of liability, these shares were valued at $210,000.~~SUBSIDIARIES

~~During~~NOTES ~~the~~TO ~~period~~CONDENSED ~~from~~CONSOLIDATED ~~January 9, 2014 to March 31, 2014, 38,665 shares of CPS were converted into 19,386,464 common shares.~~FINANCIAL STATEMENTS

On or about April 11, 2014 a holder of Series A Preferred shares of the Company converted 125,000 Series A Preferred Stock into 66,875,000 restricted shares of the Company’s common stock. The shares issued for the Series A Preferred stock represented 11.05% of the Company’s shares issued and outstanding as of April 11, 2014.(UNAUDITED)

On15. orSTOCKHOLDERS’ DEFICIT ~~about May 28, 2014 the Company converted 5,000 Series A Preferred Stock into 2,289,220 shares of its common stock.~~(continued)

~~The~~On ~~CPS~~or isabout ~~convertible~~June ~~into~~3, 2014 the Company’s issued 1,578,767 shares of its common stock to Gel Properties in ~~accordance~~connection with the ~~following~~repayment ~~formula:~~of convertible debt in the amount of $13,075.

~~No.~~On or about June 5, 2014 the Company issued 4,262,943 shares of its common ~~shares~~stock to beRedwood ~~issued~~Management ~~upon~~in ~~conversion~~connection with the payment of ~~CPS~~accrued =interest in the amount of $29,841.

~~No.~~On or about June 6, 2014 the Company issued 3,474,337 shares of its common stock ~~outstanding~~to onLG ~~date~~Capital Funding in connection with the repayment of ~~conversion~~convertible xdebt ~~0.000001~~in xthe ~~No.~~amount of ~~preferred~~$26,058 ~~stock~~plus $1,058 ~~being~~in ~~converted~~accrued interest.

~~Due~~On toor ~~there~~about ~~being~~June no10, ~~explicit~~2014 ~~limit to~~ the ~~number~~Company ofissued 2,000,000 shares ~~to be delivered upon settlement~~ of its ~~the~~common ~~above~~stock ~~conversion~~to ~~option~~Gel ~~embedded~~Properties in ~~the~~connection ~~CPS,~~with the ~~conversion~~repayment ~~feature~~of isconvertible ~~classified~~debt asin ~~derivative~~the ~~liabilities~~amount ~~and~~of ~~recorded at fair value~~$21,827.

29On or about June 12, 2014 the Company issued 1,700,000 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $15,810.

~~GREEN~~On ~~AUTOMOTIVE~~or ~~COMPANY~~about ~~AND~~June ~~SUBSIDIARIES~~17, 2014 the Company issued 290,753 shares of its common stock to Gel Properties in connection with the of repayment convertible debt in the amount of $3,173.

~~NOTES~~On TOor ~~CONDENSED~~about ~~CONSOLIDATED~~June ~~FINANCIAL~~17, ~~STATEMENTS~~2014 the Company issued 400,000 shares of its common stock to a creditor of former CFO Darren West. In exchange, the accrued salary due Darren West was reduced $17,000.

~~(UNAUDITED)~~On or about June 18, 2014 the Company issued 3,342,831 shares of its common stock to LG Capital Funding in connection with the repayment of convertible debt in the amount of $25,000 plus $71 in accrued interest.

~~15.~~On ~~STOCKHOLDERS’~~or ~~DEFICIT~~about ~~(continued)~~June 18, 2014 the Company issued 2,200,000 shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $19,361.

~~Pursuant~~On toor ~~ASC~~about ~~815, “Derivatives and Hedging,” the Company initially recognized the fair value of the embedded conversion feature of the CPS on date of issuance and was charged to operations. On~~ June 3019, 2014, the Company ~~recorded~~issued ~~a mark-to-market adjustment based on the fair value of the derivative liability on that date which resulted in a gain of $56~~8,~~465~~571,~~415.~~428 ~~The~~shares ~~fair value~~ of its ~~the~~common ~~derivative~~stock ~~liability~~to ~~was~~Redwood ~~determined~~Fund ~~using~~III ~~the~~in ~~Black~~connection ~~Scholes option pricing model~~ with a quoted market price of $0.016, a conversion price of $0.05, expected volatility of 176%, no expected dividends, an expected term of one year and a risk-free interest rate of 0.11%. As of June 30, 2014, the ~~number~~repayment of ~~common~~convertible ~~shares~~debt ~~that~~in ~~could be potentially issued to settle~~ the ~~conversion~~amount of ~~the preferred stock (net of 200~~$60,000 ~~forfeit shares) is 375,043,538 common shares~~.

~~The~~On ~~following~~or ~~table~~about ~~sets~~June ~~forth~~24, by2014 ~~level with~~ the ~~fair~~Company ~~value~~issued ~~hierarchy~~2,000,000 ~~the~~shares ~~Company’s~~of its ~~financial~~common ~~assets~~stock ~~and~~for ~~liabilities~~advisory ~~measured~~services atrendered ~~fair~~in ~~value~~2013 onat ~~June~~$0.014 ~~30,~~per ~~2014~~share.

	Level 1		Level 2		Level 3		Total
Assets
None	$	-	$	-	$	-	$	-
Liabilities
Derivative Financial instruments	$	-	$	-	$	13,836,954	$	13,836,954

On or about June 27, 2014 the Company issued 7,462,686 shares of its common stock to Redwood Fund III in connection with the repayment of convertible debt in the amount of $40,000 plus $10,000 in accrued interest.

~~The~~On ~~following~~or ~~table~~about ~~summarizes~~June 27, 2014 the ~~derivative~~Company ~~liabilities~~issued ~~included~~640,736 shares of its common stock to Gel Properties in connection with the ~~condensed~~repayment ~~consolidated~~of ~~balance~~convertible ~~sheet~~debt atin ~~June~~the ~~30,~~amount ~~2014:~~of $5,639.

Balance at January 1, 2014	$	71,752,773
Derivative liability related to new issuance and conversion, net		(1,450,404)
Change in Value of Historic Derivatives		(56,465,415)
Balance at June 30, 2014 (unaudited)	$	13,836,954

On or about July 10, 2014, the Company issued 2,818,337 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $24,012.

~~Common~~On ~~Stock~~or about July 14, 2014, the Company issued 8,608,322 shares of its common stock to Redwood Fund II, LLC in connection with the repayment of convertible debt in the amount of $60,000.

On or about ~~February~~July 15, ~~2013 FMS converted 62~~2014,~~500~~ ~~Preferred~~the ACompany ~~shares into 20,437,331 shares of our common stock. On or about February 15, 2013, we~~ issued ~~375~~2,500,000 shares of its ~~our~~ common stock to ~~Kodiak~~GEL ~~Capital~~Properties, ~~Group~~ LLC ~~worth~~in ~~$150,000~~connection aswith ~~part of~~ the ~~Kodiak~~repayment ~~Funding~~of ~~Agreement.~~convertible ~~The~~debt ~~issuance~~in ~~was exempt from registration pursuant to Section 4(2) of~~ the ~~Securities~~amount ~~Act~~ of ~~1933,~~$ ~~and the investor was either accredited or sophisticated and familiar with our operations~~$20,459.

On or about ~~February~~July 1521, ~~2013~~2014, wethe Company issued ~~160~~7,~~715~~246,377 shares of its ~~our~~ common stock to ~~Colin~~Redwood ~~Manners~~Fund ~~(part~~II, ~~of Kodiak Capital Group~~ LLC) ~~worth~~in ~~$64,286~~connection aswith ~~part of~~ the ~~Kodiak~~repayment ~~Funding~~of ~~Agreement.~~convertible ~~The~~debt ~~issuance~~in ~~was~~the ~~exempt~~amount ~~from registration pursuant to Section 4(2)~~ of ~~the~~$50,000, ~~Securities Act~~ of ~~1933~~which $10,000 ~~and the investor~~ was ~~either~~for ~~accredited~~accrued ~~or sophisticated and familiar with our operations~~interest.

On March 18, 2013, the Company entered into a funding agreement for up to $3 million with Kodiak Capital Group LLC, a Newport Beach-based institutional investor. The Company has agreed to file a registration statement with the U.S. Securities & Exchange Commission (“SEC”) covering the shares that may be issued to Kodiak under the terms of the common stock purchase agreement. As a result of the current market price for the Company’s common stock, the Company intends to withdraw the registration statement filing. 32

OnTable ~~or about April 1, 2013, the Company issued 1,712,999 shares to the owners~~ of ~~GoinGreen Limited (a UK company) to acquire 100% of the business. Due to the TRO the shares were not released by our transfer agent until June 24, 2013.~~Contents

30GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

~~GREEN~~NOTES ~~AUTOMOTIVE~~TO ~~COMPANY~~CONDENSED ~~AND~~CONSOLIDATED ~~SUBSIDIARIES~~FINANCIAL STATEMENTS

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~(UNAUDITED)

15. STOCKHOLDERS’ DEFICIT (~~UNAUDITED~~continued)

~~15.~~On ~~STOCKHOLDERS’~~or ~~DEFICIT~~about ~~(continued)~~July 29, 2014, the Company issued 554,820 shares of its common stock to GEL Properties, LLC in connection with the repayment of convertible debt in the amount of $ 4,541.

On or about ~~May~~September 912, ~~2013~~2014, the Company issued 13,~~050~~894,~~000~~867 shares of its common stock to ~~Metro-Electric~~Black ~~PLC~~Mountain toEquities ~~secure~~in aconnection ~~30%~~with ~~investment~~the repayment of convertible debt in the ~~Powabyke~~amount ~~brand~~ of ~~Electric~~$30,653, ~~Bikes~~of which ~~owned~~$1,653 bywas ~~Metro-Electric~~for ~~PLC~~accrued interest.

On or about ~~May~~September 923, ~~2013~~2014, the Company issued 1912,~~500,000~~569 shares of its common stock ~~each~~ to ~~Gary~~Union ~~Spaniak~~Capital, ~~Sr.~~LLC ~~and~~in ~~Ron~~connection ~~Davis~~with tothe ~~compensate~~repayment ~~them~~of ~~for~~convertible ~~Liberty~~debt ~~Electric~~in ~~Cars Limited withdrawing from~~ the ~~Merger~~amount ~~with~~of ~~ELCR~~$5,201, inof ~~order~~which $202 towas befor ~~acquired~~accrued ~~by GACR~~interest.

On or about ~~July~~September 1826, ~~2013~~2014, the Company issued 27384,~~000,000~~615 shares of its common stock to ~~Carter~~Blue ~~Read~~Citi ~~of which 5,000,000 was~~ in ~~relation~~connection towith the ~~purchase~~repayment of ~~Newport~~convertible ~~Coachworks,~~debt ~~Inc. and 22,000,000 was~~ in ~~relation~~the toamount ~~Mr. Read securing purchase orders in excess~~ of ~~sixty (60) units~~$1,000.

On or about ~~July~~September 2930, ~~2013~~2014, the Company ~~converted~~issued 425,~~152~~044,110 ~~Series~~shares of Aits ~~Preferred~~common ~~Stock~~stock ~~into~~to 16Black Mountain Equities in connection with the repayment of convertible debt in the amount of $20,~~156~~176,~~335~~ ~~shares~~ of which ~~its~~1,176 ~~common~~was ~~stock~~for accrued interest.

~~On or about September 20, 2013, the Company issued 1,188,603 shares of its common stock~~16. ~~Of those shares, 1,046,618 were issued in connection with convertible debt, 27,939 were issued to a member of staff to retain their services, and 114,046 were issued in lieu of rent payments.~~CONTINGENCIES

OnOur orpredecessor, ~~about~~Go ~~October~~Green 16USA, ~~2013~~LLC (“Go Green”) was a party defendant, along with other defendants in a civil action filed in Marshall County, West Virginia by Glen Dale Motor Co. and Tomsic Motor Co, Civil Action No. 11-C-104 H. This undefended and previously unknown action resulted in a default judgment and related judgment order in the ~~Company~~amount ~~issued~~of ~~500~~$3,~~000~~717,615 ~~shares~~with interest accruing at 7% per annum from and after February 13, 2012. There is no active effort to enforce this action against Go Green and we believe there are numerous defenses to the asserted judgment and any such enforcement effort. Moreover, the existence of the liability pre-existed our acquisition of Go Green and its ~~common~~existence was ~~stock~~not indisclosed ~~connection~~as ~~with~~a ~~advisory~~part ~~services~~of ~~provided~~the acquisition.

OnManagement orhas ~~about~~not ~~November~~accrued 8,for ~~2013,~~this event in the financial statements as it is not determinable whether the Company ~~issued~~is ~~625,461~~liable ~~shares~~for ofthis ~~its~~judgment. ~~common~~The ~~stock~~Company inexpects ~~connection~~that ~~with~~if ~~advisory~~efforts ~~services~~are ~~provided~~made to enforce the judgment the expected loss could be from $0 to $3,717,615 not including additional accrued post-judgment interest.

OnIn orDecember ~~about~~2013 ~~November~~we 18entered in to an arrangement with Ironridge Global Equity IV, ~~2013~~Ltd. under Section 3(a)(10) of the Securities Act of 1933 that was approved by a Superior Court Judge in Los Angeles, California pursuant to which we agreed to settle approximately $543,000 of trade debt claims purchased by Ironridge in exchange for the issuance by the Company of free-trading shares of our common stock under a calculation negotiated between Ironridge and the Company (the “Stipulation”). As of December 31, 2013, we had issued 507,700,000 free trading shares of ~~its~~our common stock to cover the Newport Coachworks liabilities assigned to Ironridge under the Stipulation The 3(a)(10) agreement specifies a $6m “calculation period” which determines the final number of shares to be issued to Ironridge in ~~connection~~settlement ~~with~~of ~~advisory~~the loan ~~services~~they ~~provided~~made to the Company by purchasing Company third party debt.

After the initial issuance GAC issued a total of 27,000,000 additional free trading shares to Ironridge under the Stipulation formula. On or about ~~December~~March 1128, ~~2013~~2014, ~~the~~however, ~~Company~~Ironridge ~~issued~~demanded 7GAC issue an additional 43,~~700~~000,000 free-trading shares ofbased on Ironridge’s calculations under the Stipulation. Ironridge’s calculation depends on its ~~common~~interpretation ~~stock~~of certain clauses in ~~connection~~the ~~with~~Stipulation aand ~~3(a)(10)~~the ~~arrangement~~allegation ~~with~~that GAC delayed the timely issuance of shares to which Ironridge was entitled and has thus increased the base amount of shares owed under the Stipulation. The initial Ironridge demand for 43,000,000 shares was increased to 55,000,000 additional shares (the “Additional Shares”).

On orApril ~~about~~16, ~~December 23~~2014, ~~2013~~Ironridge brought an ex parte proceeding before Hon. Deirdre Hill, J. (“Judge Hill”) to compel GAC to issue the ~~Company~~Additional ~~issued~~Shares ~~297,429~~under ~~shares~~the ofStipulation. GAC filed its ~~common~~answering ~~stock~~papers in opposition to ~~Redwood~~the ~~Management~~Ironridge inmotion, ~~connection~~and ~~with~~the Court held a hearing on May 14, 2014. At the ~~repayment~~conclusion of the ~~convertible~~hearing, ~~debt~~the inCourt denied Ironridge’s request for the ~~amount~~issuance of ~~$33,460~~the Additional Shares without prejudice.~~73.~~ Since the date of the May 14 hearing Ironridge has not filed any other court papers, nor has GAC had any further communications from Ironridge.

~~On or about December 31, 2013, the Company issued 238,095 shares of its common stock to Redwood Management in connection with the repayment of convertible debt in the amount of $25,000.~~33

~~During~~Table ~~the~~of ~~three months ended March 31, 2014, the Company issued 19,644,299 shares in connection with debt conversion valued at approximately $555,490, mainly related to the LEC debt that was assumed by Redwood.~~Contents

~~During~~GREEN ~~the~~AUTOMOTIVE ~~three~~COMPANY ~~months~~AND ~~ended March 31, 2014, the Company issued 32,051 shares for $5,000 in cash to unrelated party.~~SUBSIDIARIES

~~During~~NOTES ~~the~~TO ~~three~~CONDENSED ~~months~~CONSOLIDATED ~~ended March 31, 2014, the Company issued 278,133 shares as additional interest and penalties valued at $24,038.~~FINANCIAL STATEMENTS

31(UNAUDITED)

~~GREEN~~17. ~~AUTOMOTIVE~~SUBSEQUENT ~~COMPANY~~EVENTS ~~AND SUBSIDIARIES~~

~~NOTES~~After TOthe ~~CONDENSED~~period ~~CONSOLIDATED~~ending ~~FINANCIAL~~September ~~STATEMENTS~~30, 2014, we reached our limit of available and issuable shares (as calculated by the following formula: total shares authorized minus total shares issued and outstanding minus total share reserved for convertible note holders). As a result, we have no further shares to issue as a means of raising capital. Further, our Preferred A stockholders cannot convert their preferred shares for common shares and our convertible noteholders cannot convert their notes for common shares. As a result, we are in breach of our agreements with the Preferred A Shareholders and Convertible Note Holders. Although our Board of Directors has passed a resolution to increase the number of authorized common shares to 2,500,000,000 from 900,000,000, the amount of the increase in authorized shares to be requested of the Company’s shareholders is subject to our ability to negotiate a resolution on the conversion of our Preferred A Stock to common shares and the settlement of our outstanding liabilities, including GAC and Newport Coachwork’s payables and GAC’s outstanding convertible notes. If a reasonable resolution is not achieved, the number of common shares needed to fully satisfy all parties could exceed 20 billion shares (based on all factors present on or about December 31, 2014). An increase to our authorized issuable share ceiling is subject to approval by our shareholders and will not be effective until the filing of an amendment to our Articles of Incorporation.

On September 8, 2014, a consultant to the company serving as Controller and Senior Vice President, Global Corporate Finance, Donald Murray, submitted a notice of “Termination of Agreement with Cause” effective October 8, 2014. Causes referenced by Mr. Murray included breach of agreement by the Company, failure by the Company to pay agreed upon compensation, the Company’s insolvency and the Company and CEO’s failure to properly disclose material information. We have not refuted Mr. Murray’s assertions. Penalties that we had previously agreed to in our agreement with Mr. Murray if he were to terminate his consulting agreement for cause included full and immediate vesting of 6,000,000 shares and 2,000,000 options (~~UNAUDITED~~with an average strike price of $0.05), payment of accrued and unpaid consulting fees, which totaled $23,333 as of October 8, 2014, and six months consulting fees equaling $75,000, together totaling $98,333. The cash fees, shares and options were to have been issued by us to Mr. Murray on or before October 8, 2014. However, Mr. Murray elected to defer receipt of the shares and options until January 2015. As of the date of this filing, only $2,500 of the unpaid, accrued and penalty fees has been paid to Mr. Murray, leaving the cash balance due to him by us at $95,833. Likewise, our obligation to issue the shares and options as described above remains outstanding as we do not have any available shares from which to issue shares owed to Mr. Murray.

15Effective October 8, 2014, upon the request of Carter Read, Board Director and President of Newport Coachworks, Ian Hobday resigned as our CEO and Company Director. ~~STOCKHOLDERS~~Although Mr. Hobday had previously been awarded 150,000 of the Company’s ~~DEFICIT~~Preferred ~~(continued)~~A Shares for his acceptance of a three year non-compete agreement, the agreement included a pro rata forfeiture provision if Mr. Hobday did not complete three years of service. As Mr. Hobday had not yet completed three years of service at the time of his resignation, he forfeited 50,000 of the Preferred A Shares he had been issued. Additionally, since Mr. Hobday worked with at least two companies outside the GAC organization, OEC International Limited and Footloose 4X4 Limited, both U.K. companies acquired by Liberty Electric Company, but not consolidated into the GAC group, during his service to us as CEO, we are investigating whether these activities breached Mr. Hobday’s non-compete agreement, which could mean that Mr. Hobday would forfeit all of the Preferred A shares that had previously been issued to him.

~~During~~Prior ~~the~~to ~~three~~his ~~months ended March 31~~departure, ~~2014,~~CEO ~~the~~Ian ~~Company~~Hobday ~~issued~~appointed ~~78,792,270~~Mr. ~~shares~~Alan inJ. ~~connection~~Bailey as ~~with~~our ~~liability~~Chief ~~settlement~~Financial ~~valued~~Officer, ateffective ~~approximately~~October $48,~~993,110,~~ ~~mainly related to Ironridge settlement agreement and other liabilities related to consultants and two officers for accrued salary~~2014.

~~During~~On ~~the~~October ~~three~~10, ~~months~~2014, ~~ended~~our ~~March~~Board ~~31,~~of ~~2014~~Directors appointed Mr. Carter Read, ~~the~~President ~~Company~~of ~~issued~~Newport ~~872~~Coachworks,~~569~~ ~~shares~~Inc., inour ~~connection~~remaining ~~with~~operating ~~services~~subsidiary, ~~provided~~ to the ~~company~~positions byof ~~outside~~interim ~~consultants~~President ~~valued~~(our atPrincipal Executive ~~approximately~~Officer) ~~$64,000~~and Secretary of the Company.

OnIn orDecember ~~about April 2~~2014, ~~2014~~Mr. ~~the~~Read ~~Company~~re-engaged ~~issued~~Mr. ~~1,200,000~~Murray ~~shares~~as ofa ~~its common stock~~ consultant to ~~JMJ~~assist ~~Financial in connection with~~ the ~~repayment of convertible debt in the amount of $16,920~~Company.

On or about April 2, 2014 the Company issued 4,821,925 shares of its common stock to LG Capital in connection with the repayment of convertible debt in the amount of $51,500 plus $2,746in accrued interest.34

OnTable ~~or about April 9, 2014 the Company issued 1,631,280 shares~~ of ~~its common stock to Auctus Private Equity Fund in connection with the repayment of convertible debt in the amount of $17,750 plus $1,646in accrued interest.~~Contents

OnGREEN orAUTOMOTIVE ~~about~~COMPANY ~~April~~AND ~~9, 2014 the Company issued 1,600,000 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $22,560.~~SUBSIDIARIES

OnNOTES orTO ~~about~~CONDENSED ~~April~~CONSOLIDATED ~~11, 2014 the Company converted 125,000 Series A Preferred Stock into 66,875,000 shares of its common stock.~~FINANCIAL STATEMENTS

~~On or about April 14, 2014, the Company issued 212,500 shares of common stock in exchange to investor Maurice Graham Oates at $0.0400 per share for a total of $8,500.~~ (UNAUDITED)

On17. orSUBSEQUENT ~~about~~EVENTS ~~April 22, 2014 the Company issued 1,585,930 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $22,742.23.~~(continued)

On ~~or about~~ May 2318, ~~2014~~2015, we announced the appointment of Ben Rainwater as the Company's CEO and member of the Board and the appointment of Agnes Cha as Senior Vice President, Corporate Affairs and member of the Board. Under the terms of their respective agreements with us, both Mr. Rainwater and Ms. Cha were each issued ~~540~~150,000 shares of our Series A Convertible Preferred Stock, subject to certain forfeiture and voting conditions, and are to receive 5,000,000 shares of our common stock after the Company increases its authorized common stock sufficient to ~~Gel~~permit ~~Properties~~such issuance. Additionally, each was to receive $5,000 per week for any month in ~~connection~~which ~~with~~Newport Coachworks, Inc. (NCI), the ~~repayment~~Company’s wholly-owned subsidiary, produced an average of ~~convertible~~3 ~~debt~~buses per week in ~~the~~a ~~amount~~calendar ofmonth and $7,500 per week for any month in which NCI produced an average of 4 or more buses per week in any calendar month. However,~~472~~ no compensation was to be paid, owed, earned or accrued for any month in which NCI does not average at least 3 buses per week. On or about November 31, 2015, both Mr. Rainwater and Ms. Cha each forfeited 75,000 shares (collectively 150,000) when NCI failed to achieve an average production of three buses per week by the end of November 2015. Further, neither has received any cash remuneration (nor accrued remuneration) as of the date of this filing, as neither the Company nor NCI have reached the thresholds under which cash remuneration would be awarded. Further, no shares of our common stock have been issued to either Mr. Rainwater or Ms. Cha as we have not yet, as of the date of this filing, increased our authorized limit for common stock issuance.

On or about May 2815, ~~2014~~2015, ~~the~~our ~~Company~~subsidiary, ~~converted~~Newport 5Coachworks,~~000~~ ~~Series~~Inc. (NCI) Aceased ~~Preferred~~production ~~Stock~~and ~~into~~laid 2off its workers as it had depleted its working capital and no longer had the means to purchase parts nor pay its staff nor workers. As a result,~~289,220~~ ~~shares~~NCI’s revenue in the second quarter of ~~its~~2015 ~~common~~and ~~stock~~onwards will be minimal.

On orJuly ~~about~~13, ~~May 30~~2015, ~~2014~~Carter ~~the~~Read ~~Company~~resigned ~~issued~~his positions ~~900~~as our interim President,~~000~~ ~~shares~~Secretary ofand ~~its~~as ~~common~~a ~~stock~~member toof ~~Gel~~our ~~Properties~~Board inof ~~connection~~Directors. ~~with~~On ~~the~~July ~~repayment~~20, of2015, ~~convertible~~Mr. ~~debt~~Read inresigned ~~the~~from his ~~amount~~position ofwith ~~$7,453~~Newport Coachworks.

On or about ~~June~~July 321, ~~2014~~2015, we became aware that the ~~Company~~landlord ~~issued~~of Newport 1Coachworks’ warehouse and manufacturing facility located on Wilson Street in Riverside,~~578~~ California,~~767~~ ~~shares~~had locked our personnel out of ~~its~~the ~~common~~facility ~~stock~~due to ~~Gel~~failure ~~Properties~~by inNCI ~~connection~~to ~~with~~pay the ~~repayment~~rent. At the time we were locked out of ~~convertible~~the ~~debt~~facility, incertain assets of Newport Coachworks remained inside. We also became aware that the ~~amount~~facility may have been leased to a different shuttle bus manufacturing company, unrelated to us. We believed that at some point prior to Mr. Read’s departure, Mr. Read may have arranged for NCI to be released from the Wilson Street lease, which involved a lease being issued to a new tenant introduced by Mr. Read. As part of ~~$13~~this transaction,~~075~~ we believed that assets belonging to NCI may have been surrendered to the landlord, and/or sold or assigned to the new tenant to compensate the landlord for amounts owed, and possibly, to release Mr. Read from a personal guarantee he had issued when the lease was signed originally. We began negotiating with the landlord of the Wilson Street facility, as well as the new tenant, regarding the facility and Newport Coachworks’ assets. These efforts led to the formation of an Outsourcing Agreement with Executive Bus (see below).

On orAugust ~~about~~12, ~~June 5~~2015, ~~2014~~our ~~the~~Board ~~Company~~of ~~issued~~Directors appointed ~~4,262,943~~Fred ~~shares~~Luke ofas ~~its~~our ~~common~~President ~~stock~~and Secretary. Mr. Luke’s appointment to ~~Redwood~~President ~~Management~~and inSecretary ~~connection~~did ~~with~~not ~~the~~include ~~payment~~an assignment of ~~accrued~~remuneration. ~~interest~~As inof the ~~amount~~date of this filing, Mr. Luke has received a total of $2910,~~841~~000 in remuneration for his services as President.

On orAugust ~~about~~12, ~~June 6~~2015, ~~2014~~our ~~the~~Board ~~Company~~of ~~issued~~Directors appointed ~~3,474,337~~Agnes ~~shares~~Cha ofas ~~its~~our ~~common~~Treasurer. ~~stock~~Ms. Cha’s appointment to LGTreasurer ~~Capital~~did ~~Funding~~not ininclude ~~connection~~remuneration. ~~with~~Ms. ~~the~~Cha ~~repayment~~has ofnot ~~convertible~~received any ~~debt~~cash innor ~~the~~equity ~~amount~~remuneration (nor accrued remuneration) for this appointment as of ~~$26,058~~the ~~plus~~date ~~$1,058in~~of ~~accrued~~this ~~interest~~filing.

32On or about August 13, 2015, our Board began a formal investigation into the circumstances leading up to the alleged surrender of assets and transfer of the NCI lease of the Wilson Street facility by Mr. Read prior to his departure.

~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES~~35

~~NOTES~~Table TOof ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~(UNAUDITED)~~GREEN AUTOMOTIVE COMPANY AND SUBSIDIARIES

~~15.~~NOTES ~~STOCKHOLDERS’~~TO ~~DEFICIT~~CONDENSED ~~(continued)~~CONSOLIDATED FINANCIAL STATEMENTS

~~On or about June 10, 2014 the Company issued 2,000,000 shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $21,827.~~(UNAUDITED)

On17. orSUBSEQUENT ~~about~~EVENTS ~~June 12, 2014 the Company issued 1,700,000 shares of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $15,810.~~(continued)

On orSeptember ~~about~~30, ~~June~~2015, 17we signed an Outsourcing Agreement (Outsourcing Agreement) with Executive Bus Builders Inc. (Executive Bus). Executive Bus is an affiliate of Executive Coach Builders Inc. based in Springfield, ~~2014~~Missouri (Executive Coach). Executive Coach is known as one of the of ~~Company~~the ~~issued~~top ~~290~~SUV limousine manufacturers in the U.S.,~~753~~ ~~shares~~and ofis ~~its~~one ~~common~~of ~~stock~~the tolargest ~~Gel~~limousine ~~Properties~~builders in ~~connection~~the ~~with~~world. The Outsourcing Agreement eliminates our remaining existing manufacturing overhead in the production of ~~repayment~~buses ~~convertible~~and ~~debt~~significantly reduces our related general and administrative costs, while still allowing us to participate in the ~~amount~~manufacturing of $3shuttle buses. Additionally,~~173~~ this allows us to refocus on our primary goal of manufacturing all-electric powered buses as well as the conversion of other mass transit vehicles.

OnPursuant orto ~~about~~the ~~June~~Outsourcing 17Agreement, ~~2014~~Executive ~~the~~Bus ~~Company~~agreed ~~issued~~to ~~400~~1) manufacture buses for our clients based in California,~~000~~ ~~shares~~and ofto ~~its~~build ~~common~~customized ~~stock~~buses, which are to abe ~~creditor~~converted ofinto ~~former~~all-electric vehicles ~~CFO~~and ~~Darren~~convert ~~West.~~other Inmass ~~exchange~~transit vehicles for our clients into all-electric drive vehicles, 2) purchase certain of the ~~accrued~~tool and ~~salary~~die ~~due~~equipment, ~~Darren~~and ~~West~~certain ~~was~~molds ~~reduced~~located in the Wilson Avenue facility from us for $17100,000, 3) to pay us approximately $25,000 for the first five buses manufactured for the our customers by Executive Bus, and 4) to assume all of the obligations and responsibilities as a sub-lessor under NCI’s original lease for the duration of the original lease.

OnWe orbelieve ~~about~~that ~~June~~going ~~18,~~forward ~~2014~~ the ~~Company~~net ~~issued~~revenue ~~3,342,831shares~~to ofus ~~its~~per ~~common~~bus ~~stock~~sale through toExecutive LGBus ~~Capital~~will ~~Funding~~be inapproximately ~~connection~~the ~~with~~same as the ~~repayment~~net ofearnings ~~convertible~~we ~~debt~~had inprojected to generate once NCI had reached scale (without the ~~amount~~administrative and operative burden). As of ~~$25~~this filing,~~000~~ ~~plus~~NCI ~~$71in~~remains ~~accrued~~non-operational ~~interest~~and does not have any employees.

OnMr. orAlan ~~about~~J. ~~June 18~~Bailey, ~~2014~~our ~~the~~Chief ~~Company~~Financial ~~issued~~Officer 2(CFO),~~200,000~~ ~~shares~~tendered his ofresignation ~~its~~effective ~~common~~November ~~stock~~2, to2015. ~~Gel~~During ~~Properties~~his inservice ~~connection~~as ~~with~~our ~~the~~CFO, ~~repayment~~Mr. ofBaily ~~convertible~~did ~~debt~~not inreceive ~~the~~any ~~amount~~compensation, ofnor ~~$19,361~~is any compensation owed.

On orNovember ~~about~~4, ~~June~~2015, 19a default arbitration judgement against us was awarded to Typenex Co-Investment, ~~2014~~LLC, a creditor of the Company ~~issued~~in 8the amount of $679,~~571~~894 for damages,~~428~~ ~~shares~~with 22% interest accruing commencing as of ~~its~~October ~~common~~19, ~~stock~~2015. We intend to ~~Redwood~~challenge ~~Fund~~this ~~III~~award inbased ~~connection~~on ~~with~~Typenex’s ~~the~~failure ~~repayment~~to ofproperly ~~convertible~~serve ~~debt~~notice; and into ~~the~~negotiate ~~amount~~a ofsettlement ~~$60,000~~more favorable to us.

~~On or about June 24, 2014 the Company issued 2,000,000 shares of its common stock for advisory services rendered in 2013 at $0.014 per share.~~36

OnTable ~~or about June 27, 2014 the Company issued 7,462,686 shares~~ of ~~its common stock to Redwood Fund III in connection with the repayment of convertible debt in the amount of $40,000 plus $10,000 in accrued interest.~~Contents

OnITEM or2. ~~about~~Management’s ~~June~~Discussion ~~27,~~and ~~2014~~Analysis ~~the Company issued 640,736 shares~~ of ~~its~~Financial ~~common~~Condition ~~stock~~and toResults ~~Gel Properties in connection with the repayment~~ of ~~convertible debt in the amount of $5,639.~~Operations

~~16.~~Forward-Looking ~~CONTINGENCIES~~Statements

~~Our~~This ~~predecessor,~~Quarterly GoReport ~~Green~~on ~~USA,~~Form ~~LLC~~10-Q ~~(“Go~~of Green”) ~~was~~Automotive aCompany ~~party~~for the ~~defendant~~period ended September 30, ~~along~~2014 ~~with~~contains ~~other~~forward-looking ~~defendants~~statements, principally in athis ~~civil~~Section ~~action~~and ~~filed~~ in ~~Marshall County~~“Business.” Generally, ~~West~~you ~~Virginia~~can byidentify ~~Glen~~these ~~Dale~~statements ~~Motor~~because ~~Co.~~they ~~and~~use ~~Tomsic~~words ~~Motor~~like Co“anticipates,” ~~Civil~~“believes,” ~~Action~~“expects,” “future,” No“intends,” “plans” and similar terms. ~~11-C-104~~These Hstatements reflect only our current expectations. ~~This~~ Although ~~undefended~~we ~~and~~do ~~previously~~not ~~unknown~~make ~~action~~forward-looking ~~resulted~~statements inunless we believe we have a ~~default~~reasonable ~~judgment~~basis for doing so, we cannot guarantee their accuracy and ~~related~~actual ~~judgment~~results ~~order~~may indiffer ~~the~~materially ~~amount~~from ofthose ~~$3,717,615~~we ~~with~~anticipated ~~interest~~due ~~accruing~~to ata 7%number ~~per~~of ~~annum~~uncertainties, ~~from~~many ~~and~~of ~~after~~which are ~~February~~unforeseen, 13including, ~~2012. There~~among isothers, nothe ~~active~~risks ~~effort~~we toface ~~enforce~~as described in this ~~action~~filing. ~~against~~You Goshould ~~Green~~not ~~and~~place weundue ~~believe~~reliance ~~there~~on these ~~are~~forward-looking ~~numerous~~statements ~~defenses~~which toapply ~~the~~only ~~asserted~~as ~~judgment~~of ~~and~~the ~~any~~date ~~such~~of ~~enforcement~~this ~~effort~~annual report. ~~Moreover,~~ To the ~~existence~~extent that such statements are not recitations of ~~the~~historical ~~liability~~fact, ~~pre~~such statements constitute forward-~~existed~~looking ~~our~~statements ~~acquisition~~that, ofby Godefinition, ~~Green~~involve risks and uncertainties. ~~its~~In ~~existence~~any ~~was~~forward-looking ~~not~~statement ~~disclosed~~where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a ~~part~~reasonable ofbasis, but there can be no assurance that the statement ~~acquisition~~of expectation of belief will be accomplished.

~~Management~~We ~~has~~believe ~~not~~it ~~accrued~~is ~~for~~important ~~this~~to ~~event~~communicate our expectations to our investors. There may be events in the ~~financial~~future; ~~statements~~however, asthat itwe isare ~~not~~unable ~~determinable~~to ~~whether~~predict ~~the~~accurately ~~Company~~or isover ~~liable~~which ~~for~~we ~~this~~have ~~judgment.~~no control. The ~~Company~~risk ~~expects~~factors listed in this filing, as well as any cautionary language in this annual report, provide examples of risks, uncertainties and events that ifmay ~~efforts~~cause ~~are~~our ~~made~~actual results to ~~enforce~~differ ~~the~~materially ~~judgment~~from the ~~expected~~expectations ~~loss~~we describe in our forward-looking statements. Factors that could because ~~from~~actual $0results or events to $3differ materially from those anticipated,~~717~~ include,~~615~~ but are not ~~including~~limited ~~additional~~to: our ~~accrued~~ability ~~post-judgment~~to ~~interest~~successfully obtain financing for product acquisition; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel.

33Overview

~~GREEN~~We ~~AUTOMOTIVE~~are ~~COMPANY~~involved ~~AND~~in ~~SUBSIDIARIES~~the development, manufacturing and sale of diesel, gas, CNG and electric buses. We plan to move forward with the production of all-electric buses, as well as begin converting other mass transit vehicles into electric powered vehicles. We expect this to be the core focus of our business activities going forward. We recently introduced a prototype electric bus, which we named the E-Patriot line. The E-Patriot seats 15-23 passengers, depending on configuration and is expected to have a hundred mile range in-between charges when it is ready for market.

~~NOTES~~History TOand ~~CONDENSED~~Development ~~CONSOLIDATED~~of ~~FINANCIAL~~the ~~STATEMENTS~~Company

We are a corporation originally organized under the laws of the State of Delaware in 1996, but re-incorporated in Nevada effective June 3, 2011. We formerly operated under the name GANAS Corp. (~~UNAUDITED~~“GANAS”). Prior to November 2009, GANAS’ objective was to obtain through acquisition and/or merger transactions, assets, which could benefit our shareholders. Effective November 4, 2009, GANAS acquired Go Green USA LLC, a Nevada limited liability company organized on April 28, 2009 (“Go”), in a share exchange transaction pursuant to which newly issued shares of GANAS common stock were issued in exchange for all of the issued and outstanding membership interests of Go (the “Go Merger”). The Go Merger resulted in GANAS issuing 1,436,202.25 shares of its common stock with par value $0.001 for each 1% membership interest in Go, following which GANAS changed its name to Green Automotive Company Corporation. Effective September 30, 2011, we effected a Change of Domicile, re-incorporating in Nevada and simplifying our name to Green Automotive Company, among other things (the “Re-Incorporation”).

~~16.~~In ~~CONTINGENCIES~~August 2009, prior to the Go Merger, Go entered into a Memorandum of Understanding with a subsidiary of Zotye Holding Group, a Chinese automotive manufacturer (~~continued~~collectively, “Zotye”) which, on January 29, 2010, was reduced to a definitive Exclusive Agreement of Distribution and Service between the Issuer and Zotye (the “Zotye Agreement”). On July 20, 2010, the Zotye Agreement was amended and restated “between the Issuer and Yongkang Titan Imp. & Exp. Co., Ltd., a reported subsidiary of Zotye,” and then on December 21, 2010, the Zotye Agreement was further amended and restated between the Issuer and Zhejiang Titan Imp. & Exp. Co., Ltd., another reported Zotye subsidiary.

In December 2013 we entered in to an arrangement with Ironridge Global Equity IV, Ltd. under Section 3(a)(10) of the Securities Act of 1933 that was approved by a Superior Court Judge in Los Angeles, California pursuant to which we agreed to settle approximately $543,000 of trade debt claims purchased by Ironridge in exchange for the issuance by the Company of free-trading shares of our common stock under a calculation negotiated between Ironridge and the Company (the “Stipulation”). As of December 31, 2013, we had issued 7,700,000 free trading shares of our common stock to cover the Newport Coachworks liabilities assigned to Ironridge under the Stipulation The 3(a)(10) agreement specifies a $6m “calculation period” which determines the final number of shares to be issued to Ironridge in settlement of the loan they made to the Company by purchasing Company third party debt.37

~~After~~Table ~~the initial issuance GAC issued a total~~ of 27 million additional free trading shares to Ironridge under the Stipulation formula. On or about March 28, 2014, however, Ironridge demanded GAC issue an additional 43 million free-trading shares based on Ironridge’s calculations under the Stipulation. Ironridge’s calculation depends on its interpretation of certain clauses in the Stipulation and the allegation that GAC delayed the timely issuance of shares to which Ironridge was entitled and has thus increased the base amount of shares owed under the Stipulation. The initial Ironridge demand for 43 million shares was increased to 55 million additional shares (the “Additional Shares”).Contents

On ~~April~~January 1629, ~~2014 Ironridge brought an ex parte proceeding before Hon. Deirdre Hill~~2010, J.following ~~(“Judge Hill”) to compel GAC to issue~~ the ~~Additional~~execution ~~Shares~~of ~~under~~ the ~~Stipulation.~~Zotye ~~GAC~~Agreement we ~~filed~~changed ~~its~~our ~~answering~~primary ~~papers~~SIC inCode ~~opposition~~ to ~~the~~5012 ~~Ironridge motion, and the Court held a hearing on May 14, 2014. At the conclusion of the hearing, the Court denied Ironridge’s request~~ for ~~the issuance of the Additional Shares without prejudice~~automobiles. ~~Since the date of the May 14 hearing Ironridge has not filed any other court papers, nor has GAC had any further communications from Ironridge of any kind.~~

17Following the Go Merger, and throughout the 2010 and 2011 fiscal years, we devoted all of our resources to the homologation of the all-electric Zotye Sport Utility Vehicle (“SUV”) with the intent to import and distribute the SUV throughout the U.S. ~~SUBSEQUENT~~pursuant ~~EVENTS~~to the Zotye Agreement. However, after taking several SUVs through the required tests to comply with the standard safety benchmarks required by the U.S. Department of Transportation (“DOT”) and the U.S. Federal Motor Vehicle Safety Standards (“FMVSS”), we elected to modify our business plan so as to not be dependent upon one supplier, one product and only one segment of the new all-electric automotive industry, and instead to be involved in two areas of the industry: the import, testing and distribution of foreign and domestic manufactured eco- friendly passenger vehicles (“Passenger Vehicles”), Municipal Transit Buses, School Buses, Limousines and Airport and Hotel Shuttle Vans (collectively, “Mass-Transit Vehicles”), and the conversion of conventional internal combustion engine driven vehicles into all-electric powered vehicles (“Conversion Vehicles”), with the medium term goal of becoming one of the first manufacturers of all-electric Mass-Transit Vehicles and Conversion Vehicles.

OnAs oran ~~about~~enticement ~~July~~to 3,enter ~~2014,~~into the ~~Company~~Zotye ~~sought~~agreement, ~~and~~we ~~gained~~issued Gao Xiang, a ~~verbal~~senior ~~commitment~~member toof ~~delay~~ the ~~acquisition~~Zotye management team, 5,000,000 of ~~Transhock~~our ~~Distribution~~common ~~Limited~~stock. ~~and~~Since ~~AutoParts~~the ~~Warehouse~~Zotye ~~Limited~~agreement was never finalized, we ~~incorporated~~requested inthe ~~England~~return ~~and~~of ~~Wales,~~these ~~until~~shares ~~later~~from inGao ~~2014,~~Xiang. ~~subject~~Despite our best efforts to ~~(a)~~procure the ~~completion~~return of the ~~Company’s~~issued ~~U.K.~~share ~~re-organization~~certificate, Goa ~~(b)~~Xiang ~~the~~has ~~determination~~not ofrelinquished the ~~new~~share ~~amount~~certificate. ofTo ~~funding~~ensure ~~required~~the onshares ~~closing~~cannot be traded, ~~the~~we ~~owners~~placed ~~having~~an ~~renegotiated~~administrative ~~their invoice~~stop ~~financing~~on the ~~terms,~~certificate. ~~and~~This ~~(c)~~stop ~~the~~remains ~~availability~~in place as of ~~funds~~the todate ~~close~~of ~~the~~this ~~deal~~filing.

On ~~July~~September 221, ~~2014~~2011, ~~the~~Green Automotive Company ~~agreed~~entered tointo ~~sell~~a ~~its~~Stock Purchase ~~30%~~Agreement ~~investment~~and ofEscrow ~~its~~Agreement ~~joint~~with ~~venture~~Mark ~~interest~~E. inCrone ~~Powabyke,~~(“Crone”) toand ~~Flare~~Bosch ~~Capital Limited for £15~~Equities,~~000~~ orL.P. ~~approximately $25~~(“Bosch”),~~350.~~ under ~~The~~which ~~transaction~~we ispurchased ~~expected~~100% toof bethe ~~completed~~outstanding ~~during~~equity ~~the~~of ~~first~~Matter ~~week~~ of ~~September,~~Time ~~2014~~I ~~under~~Co., a ~~share~~Nevada ~~purchase~~corporation ~~agreement~~(“MOT”), ~~signed~~and extinguished ~~August~~a ~~21,~~repayment ~~2014. Based~~obligation onof ~~management’s~~MOT ~~previously~~totaling ~~disclosed evaluations~~$6,000, ~~the~~all ~~carrying~~in ~~value~~exchange for ~~the investment in Powabyke had been reduced to~~ $030,000.

On ~~July~~February 3110, ~~2014~~2012, ~~the~~we ~~Company’s~~entered ~~Board~~into a Merger Agreement and Plan of ~~Directors~~Reorganization ~~passed~~with Matter of Time I Co., a ~~resolution~~Nevada tocorporation ~~increase~~(“MOT”) (the ~~number~~“MOT Agreement”). The MOT Agreement provided that, at the closing of ~~authorized~~the ~~common~~transaction ~~shares~~contemplated toby ~~two~~the ~~billion~~MOT ~~five~~Agreement, ~~hundred~~MOT ~~million~~would (2dissolve into and became a part of Green Automotive Company,~~500,000,000)~~ ~~from~~with ~~nine~~Green ~~hundred~~Automotive ~~million~~Company ~~(900~~being the surviving corporation and assuming MOT’s status as a reporting issuer under the Securities Exchange Act of 1934,~~000,000)~~ as amended. ~~The~~On ~~increase~~December is14, ~~subject~~2012 tothe ~~approval~~transactions contemplated by the ~~Company’s~~MOT ~~shareholders~~Agreement ~~and~~closed ~~will~~(the ~~not~~“Closing”). As bea ~~effective~~result ~~until~~of the ~~filing~~Closing, MOT was merged out of anexistence ~~amendment~~and Green toAutomotive Company became a reporting issuer under the ~~Company’s~~Securities ~~Articles~~Exchange Act of ~~Incorporation~~1934, as amended.

On ~~August~~June 2128, ~~2014~~2012, ~~Director~~we ~~Nicholas~~entered ~~Hewson~~into ~~resigned as~~ a ~~director~~Stock ofExchange Agreement (the “Liberty ~~Company~~Agreement”) with ~~his~~Liberty ~~resignation~~Electric ~~effective~~Cars ~~that day~~Limited., ~~Mr.~~an ~~Hewson’s~~England ~~resignation~~and ~~was~~Wales ~~not~~private ~~related~~company tolimited ~~any~~(“LEC”), and ~~disagreement~~its ~~with~~wholly-owned ~~the~~subsidiary ~~Company~~LEC on2 ~~any~~Limited, ~~matter~~an ~~relating~~England toand Wales private company limited (“LEC2” and together with LEC, the ~~Company’s~~“LEC ~~operations~~Entities”), ~~policies~~under ~~and~~which ~~practices~~our wholly-owned subsidiary, Liberty Automotive Group, Inc. ~~Mr.~~ ~~Hewson~~(formerly GAC EV Motors Inc.), ~~who~~a ~~resides~~Nevada incorporation ~~the~~(“LAG”) ~~United~~agreed ~~Kingdom~~to purchase 100% of the issued and isoutstanding ~~retired,~~securities ~~informed~~of LEC (the ~~board~~“LEC Shares”), that owns 100% of the ~~geographic~~issued ~~separation~~and ~~caused~~outstanding bysecurities of LEC2 (the ~~Company’s~~“LEC2 ~~decision~~Shares”) (collectively tothe ~~reorganize~~“LEC ~~its~~Securities”) ~~business~~in toexchange ~~focus~~for onthe ~~U.S.~~transfer ~~based~~of ~~domestic~~Thirty ~~operations~~Nine Million Seven Hundred Forty Two Thousand One Hundred Seventy Eight (39,742,178) ~~made~~shares ~~his~~of ~~ability~~our tocommon ~~devote~~stock ~~the~~held ~~time~~by ~~required~~LAG to ~~perform~~the ~~his~~LEC ~~oversight~~Shareholders. ~~functions~~These asshares arepresented approximately ~~director~~8.19% ~~more~~of ~~difficult~~our outstanding voting control. ~~The~~ ~~Company~~We ~~accepted~~also issued to Mr. ~~Hewson’s~~West ~~resignation~~ and ~~expressed~~Mr. ~~appreciation~~Hobday, the executives of LEC, a total of 300,000 shares of our Series A Preferred Stock (subject to forfeiture on a pro rata basis over a three year period) in exchange for the ~~services~~non-competition heprovisions ~~performed~~in astheir aindependent ~~director~~contractor agreements. This transaction closed on July 23, 2012.

3438

~~GREEN~~Table ~~AUTOMOTIVE~~of ~~COMPANY AND SUBSIDIARIES~~Contents

~~NOTES~~As TOa ~~CONDENSED~~result ~~CONSOLIDATED~~of ~~FINANCIAL~~the ~~STATEMENTS~~Liberty Transaction, we acquired LEC, a company that designed and developed electric vehicle drive solutions for use in its own converted vehicles and for sale to original equipment manufacturers (OEMs) for incorporation into their production. LEC’s engineers contributed to the invention of innovative EV drive train technologies that was believed to be employable in a wide variety of vehicle platforms. LEC was also a contributing member of a number of advanced research programs for developing next generation electric vehicle (“EV”) solutions. These programs included the “Deliver” project where LEC collaborated with “tier one” automotive companies to develop a pure electric commercial vehicle, and the “Motore” project in which LEC collaborated with “tier one” automotive companies and universities to develop a “rare earth” free electric motor technology. Additionally, LEC created after sales support for EVs including the Modec truck and the G-Wiz car, by developing a comprehensive aftermarket maintenance program throughout Europe for its customers’ electric trucks and cars.

~~(UNAUDITED)~~Due to its experience in EV technologies and in servicing EVs, LEC had an agreement with a large U.S. truck manufacturer for the on-going support of electric vehicles run by its key clients in Europe. LEC continued to take care of all warranty support when required by these customers, all of whom run fleets of electric commercial vehicles across Europe. This truck manufacturer’s customers include major companies such as FedEx, UPS and Veolia, who are using the first “ground up” electric trucks known as the “Modec” that were launched approximately five years ago for the purpose of making pollution free deliveries in urban areas.

17Pursuant to the Liberty Agreement, we also issued to GAC Automotive Services, Inc., ~~SUBSEQUENT~~a ~~EVENTS~~Nevada corporation and one of our wholly-owned subsidiaries (~~continued~~“GAC Auto”) Ten Million (10,000,000) shares of Series B Convertible Preferred Stock (the “Series B Shares”). The issuance of the Series B shares to GAC Auto was not part of the purchase price of the LEC Entities and was not compensation to the LEC Entities or LEC Shareholders, but was reserved for issuance to shareholders of certain entities that LEC and/or LEC2 have been in negotiations with at the time of execution of the Liberty Agreement if those entities and/or assets were purchased by us or our subsidiaries. Subsequently, instead of issuing the B shares, we agreed to issue 59,000,000 GAC shares to the former shareholders for LEC’s acquisitions of OEC International Limited (OEC) and Footloose 4x4 Limited (Footloose). However, the 59,000,000 shares were never issued and we have never consolidated OEC nor Footloose into our financial statements. LEC and its subsidiaries, excluding Footloose, ceased operations on or about August 15, 2014, and went into liquidation under a voluntary liquidation in accordance with Section 98 of the United Kingdom’s Insolvency Act of 1986. LEC began to wind down Footloose in late 2013. A formal petition to liquidate Footloose was presented on July 3, 2014 and a formal Resolution for Voluntary Winding-up Footloose was granted August 27, 2014. Legal representation of the Footloose liquidation was facilitated by Everys Solicitors, Taunton, United Kingdom.

OnTo ~~or about August 26~~date, ~~2014,~~all ~~the Company arranged for the disposition~~ of the ~~assets~~Series ofB ~~its~~Shares ~~subsidiaries~~are ~~organized~~still ~~and~~held ~~operated~~by inGAC ~~the United Kingdom (U~~Auto.~~K.)~~ For ~~under~~reporting ~~the circumstances and terms and conditions described below. The decision to do so is based on management’s assessment of its U.K. operations~~purposes, the ~~working~~Series ~~capital~~B ~~requirements~~Preferred toStock ~~maintain~~is ~~these~~eliminated ~~operations~~upon ~~and the determination to focus the Company’s core business on the building of buses at its Newport Coachworks facility in Riverside, California~~consolidation. The decision will result in, among other things, in the elimination of more than approximately $1,352,178 of Company obligations consisting of approximately $689,481 of trade creditor debt, $622,697 in tax arrears and $40,000 of lease obligations.

~~The~~On ~~procedures~~October ~~will~~12, be2012, ~~conducted~~we ~~under~~entered ~~the~~into ~~U.K.~~an ~~Insolvency~~Acquisition ~~Act~~and ofStock ~~1986. On~~Exchange Agreement ~~August~~(the 26“NCI ~~and~~Agreement”) 27with Newport Coachworks, ~~2014~~Inc., ~~Lamey’s~~a California corporation (“NCI”), anunder which ~~insolvency~~we ~~practitioner~~agreed ~~firm~~to purchase 100% of the issued and outstanding securities of NCI (the “IPNCI ~~Firm~~Shares”) ~~retained~~from byMr. ~~the~~Carter Read, ~~Company~~NCI’s sole shareholder, ~~caused~~in ~~notices~~exchange for the transfer of aFive ~~creditors~~Million ~~committee~~(5,000,000) ~~meeting~~shares toof beour ~~sent~~common tostock due at the ~~following~~closing ~~subsidiaries~~ of the transaction (the “GAC: ~~GoinGreen~~Closing Shares”), and ~~Liberty~~up ~~Electric~~to ~~Cars~~an ~~Europe. The~~additional ~~purpose~~Twenty Two Million (22,000,000) shares of our common stock (the ~~meetings~~“GAC ~~will~~Additional beShares” and together with the GACR Closing Shares, the “GAC Shares”) to ~~conduct~~vest aas ~~voluntary~~follows: upon ~~liquidation~~NCI ofobtaining ~~these~~bona ~~subsidiaries~~fide, inbinding ~~accordance~~purchase orders, with ~~Section~~a 98cash ofdown ~~the~~payment ~~U.K.~~(or ~~Insolvency~~provides ~~Act~~a truck chassis in lieu of ~~1986. At~~cash deposit), standard in the ~~meeting~~industry, ~~there~~to isNCI ~~expected~~from third party purchasers requiring NCI to bemanufacturer aSixty (60) ~~creditors~~buses with diesel or compressed natural gas engines at NCI’s ~~voluntary~~manufacturing ~~liquidation~~facility (each a “~~CVL~~Qualified Purchase Order”) ofwithin ~~these~~the ~~companies.~~first ~~Under~~twelve ~~the~~(12) ~~procedure,~~months following the IPpayment ~~will~~of ~~supervise~~one-half ~~and~~of ~~conduct~~the ainitial ~~sale~~forecasted orfunding ~~other~~of ~~disposition~~$500,000. This oftransaction ~~the~~closed ~~assets~~on ofOctober ~~the~~12, U2012.K. ~~subsidiaries~~On ~~and~~July ~~use~~18, ~~the~~2013 ~~proceeds~~following Board approval, we issued to ~~pay~~Mr. ~~outstanding~~Read ~~liabilities~~all of the ~~subsidiaries~~GAC inAdditional Shares as a ~~manner~~consequence of receiving orders for 232 buses from Don Brown Bus Sales (“Don Brown”) to be ~~determined~~delivered ~~and~~over a ~~approved~~2-year atperiod. ~~the~~The ~~creditors’~~GAC ~~meeting.~~Shares, Aswhen aissued ~~result~~on or about July 18, ~~these~~2013, Urepresented approximately 6.K8% of our then outstanding common stock and based on our share price. ~~subsidiaries~~At ~~will~~the ~~cease~~close ~~all~~of ~~Company~~trading ~~affiliated~~on ~~operations~~the ~~and~~day ~~all~~of ~~liabilities~~issuance the stock’s value was $6,480,000. The terms of the ~~subsidiary~~Don ~~companies~~Brown tocontract ~~their~~were ~~creditors~~subsequently ~~will~~revised beduring ~~paid~~the orreporting ~~eliminated~~period byending ~~operation~~September of30, ~~U.K.~~2014, ~~law.~~with NCI

Subject to approval at the creditors committee meeting for each company, former Liberty and Goingreen staff members, led by Clive Southwell, a former director of the U.K. business, have purchased the assets of Goingreen and LEC2 through a company they organized, Clean Transport and Technology Limited (“Clean Technology”), for a purchase price of $9,951 plus tax for LEC2 and $26,538 plus tax for Goingreen. The assets of LEC2 consist primarily of spare parts and batteries, and the assets of Goingreen consist primarily of parts, equipment and used vehicles. The sale proceeds have been paid to the IP and, unless there is an objection to either sale at the respective creditors’ committee meetings when held, the proceeds will be distributed to the creditors of the respective subsidiaries. The Company has been advised by the IP that the likelihood of an objection is small in as much as the IP for the Company received an independent valuation of the assets of these subsidiaries before accepting the purchase price into escrow.39

~~Mr.~~Table ~~Nicholas Hewson, a former director~~ of the Company, made a small investment to assist Clive Southwell and his new team in the acquisition of the assets. Similarly, Ian G. Hobday, a current director of the Company lent Clean Technology a small sum of money to enable the asset purchase to take place.Contents

~~The~~regaining IPthe ~~will~~right ~~send similar notices of creditors meetings~~ to ~~the~~sell ~~creditors~~buses ~~for~~inside ~~LEC2~~a ~~and~~region ~~Liberty~~formerly ~~shortly.~~assigned exclusively ~~The delay relates~~ to ~~entering~~Don ~~into~~Brown, ~~arrangements~~and ~~for~~Don ~~the~~Brown ~~disposition~~being ofreleased ~~lithium~~from ~~batteries~~its ~~owned~~commitment byto ~~one~~purchase or232 ~~both companies that comports with U~~buses.K. ~~environmental~~As ~~law~~of ~~requirements. If~~September ~~proper~~30, ~~arrangements cannot be made~~2014, ~~then~~Don Brown ~~the~~had IPcompleted ~~will~~net ~~consider~~purchases ~~alternatives for the dissolution~~ of ~~these~~approximately ~~two~~33 ~~companies~~buses ~~that~~from ~~may include compulsory liquidation~~NCI.

On or about October 29, 2012, Liberty Electric Cars (LEC) agreed to acquire a 30% interest in Powabyke EV Limited from Metroelectric PLC (Metroelectric) of Stanstead Abbotts, Hertfordshire, United Kingdom under a Purchase and Management Agreement. The ~~final~~consideration ~~outcome~~paid ~~will~~was be1,050,000 restricted ordinary Green Automotive shares with an estimated value of £300,000 or $480,870. On or about March 22, 2013, we issued the ~~cessation~~shares to Metroelectric, with a market value of $335,895 on the ~~Company’s~~day of issuance. Subsequently, on or about July 22, 2014, we agreed to sell our interest to Flare Capital Limited under a share purchase agreement signed August 21, 2014 for £15,000 ($24,344.50 in U.KS. ~~business~~dollars ~~operations~~on the day funds were received on September 2, 2014).

35On January 31, 2013, the Company signed a binding agreement to buy U.K.-based electric vehicle distributor Going Green Limited (“Going Green”) which operated under the brand name “GoinGreen.” Founded in 2002, it sold over 1,400 G-Wiz vehicles, an electric vehicle manufactured in India by the Indo-Reva Electric Car Company. The acquisition was completed on or about April 1, 2013 when 1,562,498 shares of GAC common stock were authorized in exchange for 100% of the issued and outstanding securities of Going Green Limited and 150,501 shares of GAC common stock for issuance to former creditors of Going Green. Due to a temporary restraining order in an unrelated litigation in Utah by us against a former stockholder the shares were not released by our transfer agent until June 24, 2013. Ian Hobday, our CEO, and Daren West, our former CFO, served as directors of Going Green prior to the acquisition.

~~GREEN~~On ~~AUTOMOTIVE~~or ~~COMPANY~~about ~~AND~~December ~~SUBSIDIARIES~~12, 2013, we entered into an agreement with World Energy Asset Management Inc. (WEAM), an oil and gas company that reportedly develops both onshore and offshore oil and gas assets, wherein we purchased 1,000,000 WEAM shares. In conjunction with this transaction, we issued a $400,000 convertible note to WEAM (the “WEAM Note”), $200,000 of which was consideration for the purchase of the shares, with the remaining $200,000 to be lent to us by WEAM at an unstated future date. Management at the time believed that WEAM would be going public shortly and that this construct would effectively give GAC substantial increased value as WEAM was expected to trade at a significantly higher value. WEAM was also in discussions with us at that time to drill a well on the Blackhawk property, a company with whom we would enter into an acquisition agreement the following month (see below), to provide us with revenues from oil production. The Blackhawk acquisition did not occur, nor did drilling on the Blackhawk property. In the quarter ending June 30, 2014 we impaired 100% of WEAM share’s value. However, the impairment was mistakenly recorded as a loss from other income, which was corrected in the period ending September 30, 2014. On June 2, 2014, World Financial Capital Holdings, Inc. (WFC) caused the WEAM Note to be assigned to WFC. Principals of WFC and WEAM are related. As of the period ending September 30, 2014, the additional $200,000 that was to be lent to us has not been received and the $200,000 note to WFC remains outstanding.

~~NOTES~~On TOor ~~CONDENSED~~about ~~CONSOLIDATED~~January ~~FINANCIAL~~9, ~~STATEMENTS~~2014 we acquired 21.63% of Viridian Motor Corporation (VMC), a US-based electric truck manufacturer. VMC was a company devoted to advancing twenty-first century transportation technology using alternative fuels and propulsion systems to build fully electric, light duty trucks, which included their own electric drive train and unique battery packs. In February 2014, we acquired an additional 1.5% of the company. On January 6, 2014, we issued 1,292,270 shares to Burton Neil and Dale Nyhus for an obligation of $173,060 related to the acquisition. The value of the issued shares on the day of issuance was $206,763. Other than a recording of the stock issuance, the acquisition was not recorded in our books until the period ending September 30, 2014. Additionally, for the period ending September 30, 2014, we impaired the value of the investment in VMC by 100%.

On February 17, 2014, we entered into an Acquisition and Stock Exchange Agreement (~~UNAUDITED~~the “Blackhawk Agreement”) with Blackhawk Manufacturing, Inc., a California corporation (“Blackhawk”), Sanders, Larios, Larios & Luevanos LLC, a California limited liability company (“SLLL”), Alan Servicios S de R.I. de C.V., a Mexican corporation (“Servicios”), Lalusa Investments, a Mexican corporation (“Lalusa”), and Shelmado Transporte, a Mexican corporation (“Shelmado”) (Blackhawk, SLLL, Servicos, Lalusa and Shelmado together are referred to herein as the “BMI Entities”), and the individuals identified on the signature page of the Blackhawk Agreement as shareholders of the BMI Entities (the “BMI Entity Shareholders”), under which we agreed to purchase 100% of the

~~17. SUBSEQUENT EVENTS (continued)~~40

OnTable ~~August 21, 2014 the Company’s Board~~ of Directors authorized the filing of a Certificate of Designation with the Nevada Secretary of State in connection with the creation of a class of shares designated by the Board of Directors as the “Series Y Preferred Shares” with the characteristics described below. The purpose of the Series Y Preferred Shares is to create additional authorized shares of common stock for the Company by permitting the return of issued and outstanding shares of common stock held by Company management and others to the Company’s treasury for cancellation and to be available for original issuance, in return for the issuance of an identical number of restricted Series Y Preferred Shares to each person who participates in the return of shares of common stock. The Series Y Preferred Shares are being created in order to afford the Company time to amend its articles of incorporation to increase the authorized number of shares of common stock it may issue. The maximum total number of issued and outstanding shares of common stock that will be subject to this arrangement is 40,000,000 shares. Officers and directors of the Company participating in this exchange are listed below together with the amounts they are returning to the Company for cancellation:Contents

Name of Shareholder	Shares of Common Stock Cancelled	Series Y Preferred Issued
Ian G. Hobday	10,438,823	10,438,823
Peter C. Leeds	3,280,392	3,280,392
Carter Read	21,000,000	21,000,000

issued and outstanding securities of the BMI Entities (the “BMI Shares”), in exchange for that number of shares of our common stock that was to have a fair market value of Six Million Dollars ($6,000,000), with the fair market value being the price per share as of February 15, 2014, which was $0.05 cents per share and therefore equaled approximately 120,000,000 shares of our common stock (the “Purchase Price”).

~~The~~Subsequent ~~Company~~to ~~filed~~ the ~~Certificate~~closing, ofbut ~~Designation~~prior ~~for~~to the ~~Series~~issuance Yof ~~Preferred~~the Blackhawk Shares ~~with~~to the ~~Nevada~~BMI ~~Secretary~~Entity Shareholders, certain of ~~State~~the onBMI ~~September~~Entity 2,Shareholders ~~2014.~~met ~~The~~with ~~Company~~our ~~has~~management ~~entered~~and ~~into~~presented ~~Series~~information about YBlackhawk’s ~~Preferred~~financial ~~Exchange~~condition ~~Agreement~~that ~~dated~~was ~~September~~materially 2,different ~~2014~~from ~~with~~the ~~each~~financial ~~cooperating~~representations ~~holder~~and ofwarranties ~~outstanding~~in the ~~shares~~Blackhawk ofAgreement. ~~common~~These ~~stock~~related ~~who~~to, ~~will~~among ~~participate.~~other ~~Each~~matters, ~~Series~~Blackhawk’s Yoperating ~~Preferred~~income ~~share~~for ~~shall~~the beyear ~~entitled~~ended toDecember 31, ~~one~~2013, ~~vote~~its ~~and~~projections ~~participate~~for ~~together~~calendar ~~with~~year ~~the~~2014, ~~holders~~its ofsecured ~~shares~~and ofunsecured ~~common~~debt ~~stock~~and ontrade ~~all~~payables, ~~matters~~and ~~presented~~other toissues ~~Company~~concerning its ~~stockholders~~cash ~~for~~flow, aenvironmental ~~vote. The~~concerns ~~Series~~and Yits ~~Preferred~~ability ~~will~~to ~~have~~operate the ~~same~~ongoing ~~economic~~business. ~~rights~~As asa ~~holders~~result of ~~shares~~these ofdisclosures, ~~common~~on ~~stock.~~May 21, ~~The~~2014 ~~Certificate~~we ofinformed ~~Designation~~Blackhawk ~~mandates~~ that we rescinded the ~~Series~~Blackhawk YAgreement ~~Preferred~~and ~~will~~all berelated ~~cancelled~~transaction documents, effective immediately, and anall ~~identical~~such ~~number~~agreements ofwere ~~new~~terminated. ~~restricted~~We ~~shares~~did ofnot ~~common~~issue ~~stock~~and ~~issued~~shall tonot issue the ~~former~~120 ~~holders~~million shares of ~~Series~~our Ycommon ~~Preferred~~stock ~~after~~for the Purchase ~~Company~~Price. ~~has~~We ~~amended~~have ~~its~~reserved ~~Articles~~all ofother ~~Incorporation~~rights toand ~~increase~~remedies ~~the~~we ~~authorized~~may ~~number~~have ofin ~~its~~connection ~~common~~with ~~shares~~these former transactions.

~~The~~On ~~restricted~~or about September 9, 2103, we entered into an acquisition and stock exchange agreement to purchase Transhock Distribution Limited (“Transhock”) and AutoParts Warehouse Limited (“AutoParts”), incorporated in England and Wales, U.K. for cash and stock. Terms of the agreement were modified in December 2013 and again on February 25, 2014. Terms include twenty six million (26,000,000) shares of ~~Series~~our Ycommon ~~Preferred~~stock ~~will~~to be issued ~~pursuant~~to Derek Neale and David Peter Davies, each 50% owners of Transhock and AutoParts (the “Closing Shares”). Neale and Davies are to aneach ~~exemption~~receive three ~~from~~million ~~registration~~five ~~under~~hundred ~~Section~~thousand 4(a3,500,000) GAC shares upon the two (2) year anniversary, and another three million five hundred thousand (3,500,000) GAC shares each at three (3) years anniversary of the ~~Securities~~closing, ~~Act~~conditionally, if they are still actively engaged with the business operations of ~~1933~~Transhock and Autoparts (the “Earnout Shares”). Additionally, asNeale ~~transactions~~and byDavies are to each be issued options to purchase 500,000 shares of GAC shares at an ~~issuer~~exercise price equal to the market price on the day the transaction is closed (the “Closing Options”). Cash consideration: Davies and Neale are to receive a Directors and Spouse Salary and Dividend package of seven thousand one hundred twenty five pounds sterling (£7,125) each to be paid up and until the GAC shares can be freely traded on either NASDAQ or the Dow Jones Indexes whereupon the package will be reviewed in the light of business performance and the number of hours the directors will commit to working in the business going forward. Both Neale and Davies are to have seats on to the Liberty Electric Company Board of Directors. An additional condition of closing is that GAC must meet the requirement to reduce certain Transhock liabilities in relation to (a) a government business expansion loan which needs to be paid down in the event of a sale and (b) a lower level of invoice financing available in the event the personal guarantees of the two owners are removed. The total amount of cash required is approximately $750,000. In the event the acquisition and stock exchange agreement is not ~~involving~~closed, Neale and Davies are to receive the 26,000,000 Closing Shares. The closing was to take place on April 25, 2014. On or about June 17, 2014, we signed a ~~public~~Deed ~~offering~~of Addendum with Neale and Davies to extend the agreement until July 31, 2014. On or about July 3, 2014, we sought and gained a verbal commitment to delay the acquisition of Transhock and AutoParts, until later in 2014, subject to (a) completion of the disposition of our U.K. subsidiaries, (b) the determination of the amount of funding required upon closing, the owners having renegotiated their invoice financing terms, and (c) the availability of funds to close the deal. As of the date of this filing, we are unaware of any further material discussions or modifications to this transaction.

AsOn aJuly ~~result~~31, of2014, our ~~inability~~Board toof ~~file~~Directors ~~our~~passed ~~Form~~a ~~10-Q~~resolution ~~for~~to increase the ~~period~~number ~~ended~~of ~~June~~authorized ~~30,~~common ~~2014~~shares ~~within~~to ~~the~~two ~~time~~billion ~~period~~five ~~required~~hundred ~~under~~million ~~the~~(2,500,000,000) ~~Securities~~from ~~Exchange~~nine ~~Act~~hundred ofmillion ~~1934~~(900,000,000). The asincrease ~~amended,~~is wesubject ~~defaulted~~to onapproval ~~certain~~by ~~covenants~~our ~~under~~shareholders ~~various~~and ~~loan~~will ~~documents~~not ~~with~~be ~~some~~effective until the filing of an amendment to our ~~lenders~~Articles of Incorporation. WeThe ~~have~~amount ~~informed~~of ~~each~~the increase in authorized shares to be requested of the ~~default~~Company’s ~~and~~shareholders ~~requested~~is subject to our ability to negotiate, if possible, a ~~waiver~~favorable ~~from~~resolution on the ~~default,~~conversion ~~which was~~of ~~conditionally~~Preferred ~~granted.~~A ~~With~~Stock ~~this~~to ~~filing~~common shares and the settlement of outstanding liabilities, weincluding ~~have~~GAC ~~cured~~and ~~our~~Newport Coachwork’s payables and GAC’s outstanding ~~defaults~~convertible notes. ~~related~~If a favorable resolution is not achieved, the number of common shares needed to ~~this~~fully ~~late~~satisfy ~~filing~~all parties could exceed 20 billion (based on conditions in effect as of December 31, 2014).

3641

~~ITEM~~Table ~~2 Management’s Discussion and Analysis~~ of ~~Financial Condition and Results of Operations~~Contents

~~Forward-Looking~~On ~~Statements~~or about August 15, 2014, the Company’s subsidiaries based in the United Kingdom, including Going Green Limited and Liberty Electric Cars Limited (LEC), along with each of LEC’s wholly owned subsidiaries, ceased business operations. On or about August 26, 2014, we arranged for the disposition of the assets and liabilities of these subsidiaries under the circumstances and terms and conditions described in PART II – OTHER INFORMATION, Item 5, below.

~~This~~Overview ~~Quarterly Report on Form 10-Q~~ of ~~Green~~Luxury ~~Automotive~~Shuttle ~~Company for the period ended June 30, 2014 contains forward-looking statements, principally in this Section~~ and ~~“Business.”~~Electric ~~Generally,~~Vehicle ~~you can identify these statements because they use words like “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,”~~ and ~~similar~~Bus terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements which apply only as of the date of this annual report. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.Market

WeThe ~~believe~~luxury itshuttle isbus ~~important~~market torepresents ~~communicate~~the ~~our~~top ~~expectations~~20% toof ~~our~~the ~~investors.~~overall market ~~There~~for ~~may~~shuttle bebuses. ~~events~~Typical incustomers ~~the~~include ~~future;~~Five ~~however,~~Star ~~that~~hotels weand ~~are~~resorts; ~~unable~~luxury totouring ~~predict~~companies; ~~accurately~~limo orbuses ~~over~~and ~~which~~other high weend ~~have~~transport ~~no control~~providers. The ~~risks~~vehicles ~~described~~ in this ~~filing~~sector range in capacity from 15 through 52 passengers, asand ~~well~~can be powered by Gas, Diesel, CNG, and as ~~any~~a ~~cautionary~~recent ~~language~~development, inby ~~this~~both ~~quarterly report~~electric and ~~our~~hydrogen ~~annual~~fuel ~~report~~cells. onThe ~~Form~~buses ~~10-K~~are ~~provide~~constructed ~~examples~~on a variety of ~~risks~~major OEM chassis (including but not limited to Ford, ~~uncertainties~~Freightliner, ~~and~~GM, ~~events~~Mercedes ~~that~~and ~~may~~Navistar). ~~cause~~Sales ~~our~~opportunities ~~actual~~for ~~results~~these bus totypes ~~differ~~exist ~~materially~~not ~~from~~only ~~the~~in ~~expectations~~America, webut ~~describe~~also in ~~our~~Canada ~~forward-looking~~and ~~statements~~a number of export markets, including South America, Caribbean, Middle East and South Africa). ~~Factors~~Typically ~~that~~the ~~could~~buses ~~cause~~feature ~~actual~~a ~~results~~high ornumber ~~events~~of tooperator ~~differ~~specified ~~materially~~options and additions, ranging from ~~those~~large screen ~~anticipated,~~TVs ~~include~~to bars, ~~but~~bathrooms ~~are~~and ~~not~~luxury ~~limited~~seating. ~~to:~~Limo ~~our~~buses, ~~ability~~which tohave ~~successfully~~begun ~~obtain~~replacing ~~financing~~the ~~for~~more ~~product~~traditional ~~acquisition;~~stretched ~~changes~~limo, infeature even ~~product~~more ~~strategies;~~extravagant ~~general~~interiors, ~~economic~~including DJ-style music systems, ~~financial~~multiple bar installations and ~~business~~bench ~~conditions;~~style ~~changes~~seating. inLimo ~~and~~buses currently ~~compliance~~account ~~with~~for ~~governmental~~10% ~~regulations;~~of ~~changes~~the inluxury ~~various~~shuttle ~~tax~~bus ~~laws;~~segment ~~and~~but ~~the~~this ~~availability~~is ofgrowing ~~key~~as ~~management~~traditional ~~and~~stretched ~~other~~limos ~~personnel~~are replaced.

~~Overview~~The market for electric vehicles is expected to grow rapidly, driven primarily by government incentives and the fuel costs for traditional vehicles. With major OEMs now launching electric vehicles (EV), there is a growing opinion that EVs could eventually replace traditional fossil fuel vehicles. Industry analysts Frost and Sullivan’s 2010 research stated that approximately 20% of the market for EVs will be satisfied by new entrants rather than traditional automotive OEMs. Electric cars in all categories are forecasted to reach sales of 3.8m units annually by 2020 (Pike Research 2012), with electric trucks forecasted to reach annual sales of 100,000 units globally (Pike Research 2011) (excluding buses and coaches). The development of infrastructure for charging EVs lags the introduction of vehicles, and as such, the main initial market will be for EVs that regularly drive the same or similar routes (delivery vehicles, school buses, shuttle buses etc.). These vehicles, which return to base regularly, and can therefore be charged easily, represent the vanguard of EV adoption. Adoption of EVs in the business-to-business segment is driven by a number of factors: pollution and emission reduction; lower fuel costs; legislation; incentives; health issues; driver satisfaction; noise reduction and total cost of ownership benefits.

We are currently involved in the manufacturing and sale of Diesel, Gas and CNG buses at our Newport Coachworks facility in Riverside California, which we expect to be the core focus of our business activities going forward. We have recently introduced electric bus technology with the launch of our 15 to 23 seat E-Patriot model and will follow this with the launch of our E-Atlas model featuring 27 to 33 seats. The retailing of electric vehicles through our Goingreen facility in London, England is expected to form the basis for a “franchise” type model that can be introduced into other regions and countries potentially with partners. The development of next generation electric vehicle technologies & repair techniques which is currently handled through our Liberty facility in Coventry England, will be moving to Riverside California in order to have the R&D for electric vehicle technology located where we are building our new electric bus models.42

~~History~~Table ~~and Development~~ of ~~the Company~~Contents

WeResults ~~are a corporation originally organized under the laws~~ of ~~the~~Operations State of Delaware in 1996, but re-incorporated in Nevada effective June 3, 2011. We formerly operated under the name GANAS Corp. (“GANAS”). Prior to November 2009, GANAS’ objective was to obtain through acquisition and/or merger transactions, assets, which could benefit our shareholders. Effective November 4, 2009, GANAS acquired Go Green USA LLC, a Nevada limited liability company organized on April 28, 2009 (“Go”), in a share exchange transaction pursuant to which newly issued shares of GANAS common stock were issued in exchange for ~~all of~~ the ~~issued~~Three ~~and~~Months ~~outstanding~~Ended membership interests of Go (the “Go Merger”). The Go Merger resulted in GANAS issuing 1,436,202.25 shares of its common stock with par value $0.001 for each 1% membership interest in Go, following which GANAS changed its name to Green Automotive Company Corporation. Effective September 30, 2014 ~~2011, we effected a Change of Domicile, re-incorporating in Nevada~~ and ~~simplifying~~September ~~our name to Green Automotive Company~~30, ~~among other things (the “Re-Incorporation”).~~2013

37Summary of Results of Operations

~~In August 2009, prior to the Go Merger, Go entered into a Memorandum of Understanding with a subsidiary of Zotye Holding Group, a Chinese automotive manufacturer~~ (~~collectively, “Zotye”~~Unaudited) which, on January 29, 2010, was reduced to a definitive Exclusive Agreement of Distribution and Service between the Issuer and Zotye (the “Zotye Agreement”). On July 20, 2010, the Zotye Agreement was amended and restated “between the Issuer and Yongkang Titan Imp. & Exp. Co., Ltd., a reported subsidiary of Zotye,” and then on December 21, 2010, the Zotye Agreement was further amended and restated between the Issuer and Zhejiang Titan Imp. & Exp. Co., Ltd., another reported Zotye subsidiary.

On January 29, 2010, following the execution of the Zotye Agreement we changed our primary SIC Code to 5012 for automobiles.

	For the three months ended
	September 30,
	2014			2013
				(restated)
Revenues	$	1,662,918		$	644,624
Costs of goods sold		1,281,116			483,938
Gross profit		381,802			160,686
Operating expenses
Depreciation and amortization		38,697			18,384
Impairment of assets		373,060			—
General and administrative		341,361			5,166,470
		753,118			5,197,370
Operational income/ (loss)		(371,316	)		(5,036,684	)
Other income/(expenses)
Change in fair value of derivative liability		(361,135	)		(18,766,197	)
Stock issued for settlements		—			(1,237,200	)
Gain (loss) on settlement of debt		—			—
Loss on conversion of preferred shares		—			(16,116	)
Other income/(expense)		660,296			—
Interest income/(expense)		194,581			(28,929	)
		493,742			(20,048,442	)
Income/(Loss) from continuing operations		122,427			(25,085,126	)
Income/(Loss) from discontinued operations		(4,347,499	)		(325,262	)
Earnings before income tax		(4,225,072	)		(25,410,387	)
Income taxes		—			—
Net income	$	(4,225,072	)	$	(25,410,387	)

Following the Go Merger, and throughout the 2010 and 2011 fiscal years we devoted all of our resources to the homologation of the all-electric Zotye Sport Utility Vehicle (“SUV”) with the intent to import and distribute the SUV throughout the U.S. pursuant to the Zotye Agreement. However, after taking several SUV’s through the required tests to comply with the standard safety benchmarks required by the U.S. Department of Transportation (“DOT”) and the U.S. Federal Motor Vehicle Safety Standards (“FMVSS”) to determine the safety and US marketability of the SUV, we elected to modify our business plan so as to not be dependent upon one supplier, one product and only one segment of the new all-electric automotive industry, and instead to be involved in two areas of the industry: the import, testing and distribution of foreign and domestic manufactured Eco- friendly passenger vehicles (“Passenger Vehicles”), Municipal Transit Buses, School Buses, Limousines, and Airport and Hotel Shuttle Vans (collectively, “Mass-Transit Vehicles”), and the conversion of conventional internal combustion engine driven vehicles into all-electric powered vehicles (“Conversion Vehicles”), with the medium term goal of becoming one of the first manufacturers of all-electric Mass-Transit Vehicles and Conversion Vehicles.43

AsTable ~~an enticement to enter into the Zyote agreement, the Company issued Gao Xiang, a senior member~~ of the Zyote management team, 5,000,000 GAC shares. Since the Zyote agreement was never finalized, we requested the return of these shares from Gao Xiang. Despite the Company’s best efforts to procure the return of the issued share certificate, Goa Xiang has not relinquished the share certificate. To ensure the shares could not be traded, we placed an administrative stop on the certificate.Contents

On ~~September~~or 1about August 15, ~~2011~~2014, ~~Green~~our ~~Automotive~~United ~~Company~~Kingdom ~~entered~~based ~~into~~subsidiaries, including aGoing ~~Stock~~Green ~~Purchase~~Limited ~~Agreement~~ and ~~Escrow~~Liberty ~~Agreement~~Electric ~~with~~Cars ~~Mark~~Limited ~~E. Crone~~ (~~“Crone”~~LEC), ~~and~~along ~~Bosch~~with ~~Equities~~each of LEC’s wholly owned subsidiaries (collectively, Lthe U.PK. ~~(“Bosch”~~Companies), ~~under~~ceased ~~which~~business operations. As a result, we ~~purchased~~are ~~100%~~reporting the operational results of the ~~outstanding~~U.K. Companies ~~equity~~under ofdiscontinued ~~Matter~~operations. ofOperational ~~Time~~results Iunder Codiscontinued operations includes a 100% impairment of all U.K. Companies’ assets, a ~~Nevada~~full ~~corporation~~write down of the value of each company’s equity (~~“MOT”~~or deficit), and ~~extinguished~~the anet ~~repayment~~earnings ~~obligation~~or oflosses incurred ~~MOT~~by ~~totaling~~each. $6We will continue to carry each company’s liabilities on our books under liabilities from discontinued operations until such time as the voluntary liquidations currently underway are finalized. Additionally,~~000~~ comparative periods, ~~all~~within inour ~~exchange~~financial statements ~~for~~and ~~$30~~accompanying notes,~~000~~ have been reclassified to show financial data for our former U.K. Companies under discontinued operations. Such reclassifications have no impact on our previously reported net losses.

OnOperating ~~February~~Loss; ~~10,~~Net 2012, we entered into a Merger Agreement and Plan of Reorganization with Matter of Time I Co., a Nevada corporation (“MOT”) (the “MOT Agreement”). The MOT Agreement provided that, at the closing of the transaction contemplated by the MOT Agreement, MOT would dissolve into and became a part of Green Automotive Company, with Green Automotive Company being the surviving corporation and assuming MOT’s status as a reporting issuer under the Securities Exchange Act of 1934, as amended. On December 14, 2012 the transactions contemplated by the MOT Agreement closed (the “Closing”). As a result of the Closing, MOT was merged out of existence and Green Automotive Company became a reporting issuer under the Securities Exchange Act of 1934, as amended.Income

38Our net loss was $4,225,072 for the three months ended September 30, 2014 compared to a net loss of $25,410,387 for the three months ended September 30, 2013. The net loss for the three months ended September 30, 2014 was primarily due to a loss from discontinuing operations of $4,347,499. Our net income from continuing operations for the three months ended September 30, 2014 was $122,427. The net loss for the three months ended September 30, 2013 was the result of $5,036,684 in operating losses from continuing operations (reclassified) and an $18,766,197 non-cash expense due to the change in the fair value of derivative liabilities for the period primarily related to our convertible preferred stock, as well as our convertible notes and warrants. The reclassification of financial data for our former U.K. Companies as discontinued operations had no impact on our previously reported net losses.

On June 28, 2012, we entered into a Stock Exchange Agreement (the “Liberty Agreement”) with Liberty Electric Cars Ltd., an England and Wales private company limited (“LEC”), and its wholly-owned subsidiary LEC 2 Limited, an England and Wales private company limited (“LEC2” and together with LEC, the “LEC Entities”), under which our wholly-owned subsidiary, Liberty Automotive Group, Inc. (formerly GAC EV Motors Inc.), a Nevada corporation (“LAG”) agreed to purchase 100% of the issued and outstanding securities of LEC (the “LEC Shares”), that owns 100% of the issued and outstanding securities of LEC2 (the “LEC2 Shares”) (collectively the “LEC Securities”) in exchange for the transfer of Thirty Nine Million Seven Hundred Forty Two Thousand One Hundred Seventy Eight (39,742,178) shares of our common stock held by LAG to the LEC Shareholders. These shares represent approximately 8.19% of our outstanding voting control. This transaction closed on July 23, 2012. As a result of this transaction, through LEC, we design and develop electric vehicle drive solutions for use in LEC’s own converted vehicles and for sale to original equipment manufacturers (OEMs) for incorporation into their production, as well as in the aftermarket maintenance of electric vehicles. Additionally, under the June 28, 2012 Liberty Agreement, the Company is to issue 59,000,000 shares to the former Liberty shareholders for the acquisitions already identified.Revenue

~~Additionally,~~Our ~~pursuant~~revenue tofrom the ~~Liberty~~three ~~Agreement,~~months weended ~~issued~~September to30, ~~GAC~~2014 ~~Automotive~~was ~~Services~~$1, ~~Inc.~~662,918 compared ato ~~Nevada~~$644,624 ~~corporation~~for ~~and~~the ~~one~~three ofmonths ~~our~~ended ~~wholly-owned~~September ~~subsidiaries (“GAC Auto”) Ten Million (10~~30,~~000,000)~~ ~~shares~~2013 ~~of Series B Convertible Preferred Stock~~ (~~the “Series B Shares”~~reclassified). ~~The~~ ~~issuance~~Our ofrevenue ~~the~~was ~~Series~~derived Bfrom ~~shares to GAC Auto is not part of~~ the ~~purchase price~~ operations of ~~the~~our ~~LEC~~subsidiary ~~Entities~~Newport ~~and is not compensation to the LEC Entities or LEC Shareholders~~Coachworks, ~~but~~Inc. ~~is reserved for issuance to certain entities that LEC~~ and~~/or~~ ~~LEC2~~no ~~have~~longer ~~been~~includes ~~in negotiations with at~~ the ~~time~~results of ~~execution~~our ofsubsidiaries ~~the~~ Liberty ~~Agreement~~Electric ifCars ~~those~~Limited (LEC) ~~entities~~ and~~/or~~ ~~assets~~LEC’s ~~are purchased by us or our~~ subsidiaries~~. The~~, ~~determination as to when~~ and ifGoing toGreen ~~transfer~~Limited, the ~~Series~~results Bof ~~Shares~~which ~~from~~are ~~GAC~~recorded ~~Auto~~as to a ~~selling~~loss ~~party~~from ~~must~~discontinued beoperations for ~~approved~~the bythree ~~our~~months ~~Board~~ended ofSeptember ~~Directors. To date~~30, ~~all~~2014. ofThe ~~the~~growth ~~Series~~in BNewport ~~Shares~~Coachwork’s ~~are~~revenue ~~still~~for ~~held~~the bythree ~~GAC~~months ~~Auto.~~ended ~~The~~September 30, ~~Series~~2014 Bwas ~~Preferred~~due ~~Stock~~to ~~have~~an ~~been~~increase ~~eliminated~~in onbus ~~consolidation and are reflected as treasury shares~~sales.

OnCost October 12, 2012, we entered into an Acquisition and Stock Exchange Agreement (the “NCI Agreement”) with Newport Coachworks, Inc., a California corporation (“NCI”), under which we agreed to purchase 100% of ~~the~~Goods issued and outstanding securities of NCI (the “NCI Shares”) from Mr. Carter Read, NCI’s sole shareholder, in exchange for the transfer of Five Million (5,000,000) shares of our common stock due at the closing of the transaction (the “GACR Closing Shares”), and up to an additional Twenty Two Million (22,000,000) shares of our common stock (the “GACR Additional Shares” and together with the GACR Closing Shares, the “GACR Shares”) to vest as follows: upon NCI obtaining bona fide, binding purchase orders, with a cash down payment (or provides a truck chassis in lieu of cash deposit), standard in the industry, to NCI from third party purchasers requiring NCI to manufacturer Sixty (60) buses with diesel or compressed natural gas engines at NCI’s manufacturing facility (each a “Qualified Purchase Order”) within the first twelve (12) months following the payment of one-half of the initial forecasted funding of $500,000. This transaction closed on October 12, 2012. On July 18, 2013 following Board approval, we issued to Mr. Read all of the GACR Additional Shares as a consequence of receiving orders for 232 buses from Don Brown Bus Sales for delivery over a 2-year period. The GACR Shares, when issued, represented approximately 6.8% of our then outstanding common stock as of October 30, 2012.Sold

OnOur ~~January~~cost ~~31,~~of ~~2013,~~goods ~~we signed a binding agreement to buy UK-based electric vehicle distributor GoinGreen Limited (www.goingreen.co.uk). Under the brand name, “GoinGreen”, it has~~ sold ~~over~~for ~~1400 of~~ the ~~highly~~three ~~successful~~months ~~G-Wiz~~ended ~~electric~~September ~~vehicles~~30, 2014 ~~making~~were it$1,281,116 ~~one~~compared ofto ~~Europe’s largest single retailers of electric vehicles. GoinGreen Ltd was founded in 2002 and in the early days~~$483,938 ~~set~~for ~~itself~~ the ~~mission~~same toperiod ~~minimize~~in ~~the~~2013 ~~effects of climate change by encouraging carbon-neutral motoring~~(reclassified). The ~~company~~cost ~~pioneered~~of ~~electric~~goods ~~vehicles~~sold infor the UKthree ~~with~~months ended ~~the~~September ~~G-Wiz~~30, an2014 ~~electric vehicle designed in California~~ and ~~manufactured~~September ~~in India by the Indo-Reva Electric Car Company~~30, ~~making~~2013 ~~London~~corresponds awith ~~centerpiece of~~ the ~~electric~~revenues ~~vehicle~~generated ~~(EV)~~from ~~market. The deal was consummated on April 1, 2013 when 1,562,498 shares of GACR common stock was exchanged for 100% of~~ the ~~issued~~operations ~~and outstanding securities~~ of ~~GoinGreen~~our ~~Limited~~subsidiary ~~(an~~Newport Coachworks, ~~England and Wales private limited company)~~Inc.

39Depreciation and Amortization

OnExpenses orrelated ~~about October 29, 2012, Liberty Electric Cars agreed~~ to ~~acquire~~depreciation aand ~~30%~~amortization ~~interest~~were in$38,697 ~~Powabyke~~for the EVthree ~~Limited~~months ~~from~~ended ~~Metroelectric~~September ~~PLC (Metroelectric) of Stanstead Abbotts~~30, ~~Hertfordshire~~2014, ~~United~~compared ~~Kingdom under a Purchase and Management Agreement. The consideration~~ to ~~be paid was 1~~$18,~~050,000~~384 ~~restricted~~for ~~ordinary~~the ~~Green~~three ~~Automotive~~months ~~shares~~ended ~~with~~September ~~an estimated value of £300~~30,~~000~~ or2013 ~~$480,870~~(reclassified). OnThe increase orwas ~~about~~attributable ~~March~~to ~~22,~~investments ~~2013,~~in weplant ~~issued~~and ~~the~~equipment ~~shares~~related to ~~Metroelectric,~~the ~~with~~continuing agrowth ~~market value~~ of ~~$335,895~~Newport ~~on the day of issuance~~Coachworks.

OnGeneral ~~February 17, 2014, we entered into an Acquisition~~ and Stock Exchange Agreement (the “Blackhawk Agreement”) with Blackhawk Manufacturing, Inc., a California corporation (“Blackhawk”), Sanders, Larios, Larios & Luevanos LLC, a California limited liability company (“SLLL”), Alan Servicios S de R.I. de C.V., a Mexican corporation (“Alan Servicios”), Lalusa Investments, a Mexican corporation (“Lalusa”), and Shelmado Transporte, a Mexican corporation (“Shelmado”) (Blackhawk, SLLL, Alan Servicos, Lalusa and Shelmado together are referred to herein as the “BMI Entities”), and the individuals identified on the signature page of the Blackhawk Agreement as shareholders of the BMI Entities (the “BMI Entity Shareholders”), under which we agreed to purchase 100% of the issued and outstanding securities of the BMI Entities (the “BMI Shares”), in exchange for that number of shares of our common stock that has a fair market value of Six Million Dollars ($6,000,000), with the fair market value being the price per share as of February 15, 2014, which was $0.05 cents per share and therefore equals approximately 120,000,000 shares of our common stock (the “Purchase Price”).Administrative

~~Subsequent~~Expenses torelated ~~the closing but prior~~ to ~~the~~general ~~issuance~~and ofadministrative ~~the~~were ~~Blackhawk Shares to the BMI Entity Shareholders~~$331,361 ~~certain of~~ for the ~~BMI~~three ~~Entity~~months ~~Shareholders~~ended ~~met~~September ~~with~~30, ~~Company~~2014, ~~management~~compared ~~and~~to ~~other~~$5,166,470 ~~representatives~~for ~~and presented information about Blackhawk’s financial condition that was materially different from~~ the ~~financial~~three ~~representations~~months ~~and~~ended ~~warranties~~September in30, ~~the Blackhawk Agreement~~2013. ~~These~~ ~~related~~For ~~to, among other matters, Blackhawk’s operating income for~~ the ~~year~~three months ended ~~December~~September 3130, 2013, ~~its projections for calendar year 2014~~$4, ~~its secured and unsecured debt and trade payables~~739,716 ~~and other issues concerning its cash flow and ability to operate the ongoing business. As a result~~ of ~~these disclosures, on May 21, 2014 GAC informed Blackhawk that it rescinded~~ the ~~Blackhawk~~expense ~~Agreement~~was ~~and~~for ~~all~~stock ~~remaining~~based ~~transaction~~compensation. ~~documents,~~Expenses ~~effective~~related ~~immediately,~~to ~~and~~stock ~~all~~based ~~such agreements~~ compensation were ~~terminated. GAC~~$0 ~~did not issue and shall not issue the 120 million shares of its common stock~~ for the ~~Purchase~~three ~~Price.~~months ~~GAC~~ended ~~also~~September ~~has~~30, ~~reserved all other rights and remedies it may have in connection with these former transactions~~2014.

On or about February 25, 2014, the Company entered into an acquisition and stock exchange agreement to purchase Transhock Distribution Limited and AutoParts Warehouse Limited, incorporated in England and Wales, U.K. for cash and stock, including twenty six million (26,000,000) shares of the Company’s common stock to be issued to Derek Neale and David Peter Davies, each 50% owners of Transhock and AutoParts (the “Closing Shares”). Neale and Davies will each receive three million five hundred thousand (3,500,000) shares upon the two (2) year anniversary, and another three million five hundred thousand (3,500,000) each at three (3) years anniversary of the closing, conditionally, if they are still actively engaged with the business operations of Transhock and Autoparts (the “Earnout Shares”). Additionally, Neale and Davies are to each be issued options to purchase five hundred thousand (500,000) shares of the Company’s shares at an exercise price equal to the market price on the day the transaction is closed (the “Closing Options”). Davies and Neale are to receive a Directors and Spouse Salary and Dividend package of seven thousand one hundred twenty five pounds sterling (£7,125) each to be paid up and until the shares can be freely traded on either NASDAQ or the Dow Jones Indexes whereupon the package will be reviewed in the light of business performance and the number of hours directors want to commit to working in the business going forward. Both Neale and Davies are to have seats on to the Liberty Board. The cash consideration for the transaction is to reduce certain Transhock liabilities in relation to (a) a Government business expansion loan which needs to be paid down in the event of a change of ownership and (b) a lower level of invoice financing available in the event the personal guarantees of the two owners are removed. The total amount of the capital required to meet the liabilities is approximately $750,000 in a mixture of cash and new working capital structures. In the event the acquisition is not closed, Neale and Davies will still receive the Closing Shares. The closing was to take place on April 25, 2014. On or about June 17, 2014 the Company signed a Deed of Addendum with Neale and Davies to extend the agreement until July 31, 2014.44

40Table of Contents

~~Subsequently,~~Impairment ~~on or about 3rd July 2014, the Company sought and gained a verbal commitment to delay the acquisition~~ of Transhock, until later in 2014, subject to (a) the completion of the Company’s U.K. re-organization, (b) the determination of the new amount of funding required on closing, the owners having renegotiated their invoice financing terms, and (c) the availability of funds to close the deal.Assets

~~Overview~~Expenses related to Asset Impairment were $373,060 for the three months ended September 30, 2014, compared to $0 for the three months ended September 30, 2013. This expense includes a 100% impairment of ~~Electric~~our ~~Vehicle~~$173,060 investment in Viridian Motors and ~~Luxury~~100% ~~Shuttle~~of ~~Bus~~our ~~Market~~$200,000 investment in World Energy Asset Management.

~~The~~Change market for electric vehicles is growing rapidly, driven primarily by government incentives and the fuel costs for traditional vehicles. With most major OEM’s now launching electric vehicles (EV) the general consensus is that EV’s will eventually replace traditional fossil fuel vehicles, the only question is “how quickly”. Industry analysts Frost and Sullivan’s research (2010) indicated that circa 20% of the market for EV’s will be satisfied by new entrants rather than traditional automotive OEM’s. Indeed, Tesla’s rise to market value ($2.3bn based on the sale of just 1,500 cars worldwide in ~~2011,~~Fair ~~and~~Value ~~$28bn by the end 2013 based on sales~~ of ~~22,450~~Derivative vehicles) shows what new entrants can achieve. Electric cars in all categories are forecasted to reach sales of 3.8m units annually by 2020 (Pike Research 2012), with electric trucks forecasted to reach annual sales of 100,000 units globally (Pike Research 2011) (excluding buses and coaches). The development of infrastructure for charging EV’s lags the introduction of vehicles, and as such, the main initial market will be for EV’s that regularly drive the same or similar routes (delivery vehicles, school buses, shuttle buses etc.). These vehicles, which return to base regularly, and can therefore be charged easily, represent the vanguard of EV adoption. As infrastructure for charging becomes better and more readily available, coupled with a reduction in component costs driven by volume growth and technology development, the adoption of EVs by the public for personal use should increase. The market features two types of products: “ground up” electric vehicles (Renault Zoe, Modec truck, Tesla sports car) and converted product (Smiths Electric Trucks, Azure E Connect). Converted vehicles are quicker to market and remove the need to design an entire vehicle. Adoption of EVs in the business-to-business segment is driven by a number of factors: pollution and emission reduction; lower fuel costs; legislation; incentives; health issues; driver satisfaction; noise reduction and total cost of ownership benefits.Liability

~~The~~During ~~luxury shuttle bus market represents~~ the ~~top~~three ~~20%~~months ofended ~~the~~September overall market for shuttle buses. Typical customers include 5 Star hotels and resorts; luxury touring companies; Limo buses and other high end transport providers. The vehicles in this sector range in capacity from 15 through 52 seats30, ~~and can be powered by Gas~~2014, ~~Diesel,~~we ~~CNG~~had ~~and as~~ a ~~recent~~change in ~~development~~fair byvalue ~~both~~of ~~electric~~derivative ~~and~~liability ~~hydrogen fuel cells. The trend is towards more environmentally friendly products, which saw the introduction a few years ago~~ of ~~clean diesel engines~~$361,135 ~~then~~compared ~~CNG~~to ~~and more recently zero emission solutions. The buses are constructed on~~ a ~~variety~~loss of ~~major OEM chassis (including but not limited to Ford~~$18, ~~Freightliner~~766,197 ~~GM, Mercedes, Navistar etc.). Sales opportunities~~ for ~~these~~the ~~bus~~three ~~types~~months ~~exist~~ended ~~not~~September ~~only in America~~30, ~~but also in Canada and a number of export markets (South America~~2013, with ~~Caribbean,~~the ~~Middle~~significant ~~East,~~difference ~~South~~primarily ~~Africa~~related ~~etc.).~~to ~~Typically~~ the ~~buses~~change ~~feature~~in athe ~~high~~fair ~~number~~value of ~~operator~~our ~~specified~~common ~~options and additions~~stock, ~~ranging from large screen TV’s to bars, bathrooms~~ and ~~luxury seating. Limo buses, which have begun replacing~~ the ~~more~~issuance ~~traditional~~of ~~stretched~~additional convertible ~~Limo,~~debt ~~feature even more extravagant interiors, including disco style music systems, multi bar installations,~~ and ~~bench~~preferred ~~style~~stock ~~seating.~~during ~~Limo buses currently account for 10% of~~ the ~~Luxury~~three ~~shuttle~~months ~~bus~~ended ~~segment~~September ~~but~~30, ~~this is growing as traditional stretched Limos are replaced~~2014.

41Loss on Settlement of Debt

~~Results~~During ~~of Operations for~~ the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2014, ~~and~~we ~~June~~had a loss on settlement of debt of $0 compared to a gain of $0 for the three months ended September 30, 2013.

~~Summary~~Interest ~~of Results of Operations~~Expense

	For the three months ended June 30,
	2014		2013
			(Restated)
Revenues	$	1,575,599	$	429,392
Costs of goods sold		1,452,724		409,165
Gross profit		122,875		20,227
Operating expenses
Depreciation and amortization		45,692		9,206
Loss on disposal of equipment		-		-
Stock based compensation		41,498		-
Stock issued for settlements		-		-
General and administrative		1,121,502		523,551
		1,208,692		532,757
Loss before other expenses		(1,085,817)		(512,530)
Other income (expenses)
Change in fair value of derivative liability		(7,278,229)		(1,114,759)
Stock issued for settlements		-		(1,237,200)
(Loss)/gain on settlement of debt		-		-
Loss on conversion of preferred shares		-		-
Other income/expense		(200,000)		-
Interest expense		(1,137,218)		(137,254)
		(8,615,447)		(2,489,213)
Income/(Loss) before income taxes		(9,701,264)		(3,001,743)

During the three months ended September 30, 2014, we had interest income of $194,581, compared to an interest expense of $28,929 for the three months ended September 30, 2013 (reclassified). The main interest expense in 2014 stemmed from the amortization and reversal of debt discount related to convertible debt issued and converted.

~~Operating~~ Loss; ~~Net~~from ~~Loss~~Discontinued Operations

~~Our~~On ~~net~~or ~~loss~~about ~~was~~August ~~($9~~15,~~701~~ 2014,~~264)~~ ~~for~~our ~~the~~United ~~three~~Kingdom ~~months~~based ~~ended~~subsidiaries, including ~~June~~Going ~~30,~~Green ~~2014~~Limited ~~compared~~and toLiberty Electric Cars Limited ($3LEC),~~001~~ along with each of LEC’s wholly owned subsidiaries,~~743~~ (collectively, the U.K. Companies) ceased business operations. As a result, we are reporting the operational results of these subsidiaries under discontinued operations for the three month period ending September 30, 2014. During the three months ended ~~June~~September 30, 2014, ~~2013~~we ~~(restated) These~~incurred net ~~income~~losses ~~figures~~from ~~were~~discontinued ~~largely~~operations of $4,347,499. These losses are attributable to a ~~result~~100% impairment of all ~~non~~UK-~~cash~~based ~~income~~subsidiary ~~due~~companies’ toassets, a ~~change~~full inwrite ~~the~~off ~~fair~~of the value of ~~derivative~~each ~~liabilities~~companies’ ~~primarily~~equity ~~related~~(or todeficit), ~~our~~and the ~~convertible~~net ~~preferred~~earnings ~~stock~~or ~~and~~losses ~~outstanding~~incurred ~~convertible~~by ~~loan~~each. ~~notes,~~We ~~and,~~will ascontinue acarrying ~~result,~~each company’s liabilities on our ~~net~~books ~~loss~~until ofsuch time ~~($9,701,264)~~as the voluntary liquidation currently underway is ~~not~~finalized. ~~indicative~~For ofthe three months ended September 30, 2013, we reclassified the operating results offor ~~our~~the ~~operations~~U.K. ~~and~~Companies ~~should~~under ~~not~~discontinued beoperations, ~~viewed~~which aswas ana ~~indicator~~net loss of ~~our future results~~$325,262.

Our management believes our operating loss of $1,085,817 for the three months ended June 30, 2014, compared to our operating loss of $512,530 for the three months ended June 30, 2013, is an accurate indicator of our current results. We continue to see an improvement in Gross Margin as a consequence of production efficiencies and as revenue continues to grow; we expect this trend in our core activity to continue in future quarters.45

~~Revenue~~Table of Contents

~~Our~~Results ~~revenue~~of ~~from~~Operations ~~the three months ended June 30, 2014 was $1,575,599 compared to $429,392~~ for the ~~three~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, 2014 ~~2013. Our revenue was derived from the operations of our subsidiaries Newport Coachworks, Inc., Liberty Electric Cars Ltd., Liberty Electric Cars Europe Limited~~ and ~~GoinGreen~~September ~~Limited. The growth in the Company’s revenue was largely due to the sale of buses from our Newport Coachworks facility in California, which grew from $223,514 during the three months ended June~~ 30, 2013 ~~to $1,090,571 for the three months ended June 30, 2014.~~

42Summary of Results of Operations

~~Cost of Goods Sold~~(Unaudited)

Our cost of goods sold for the three months ended June 30, 2014 were $1,452,724 compared to $409,165 for the three months ended June 30, 2013 (restated). The cost of goods sold for the three months ended June 30, 2014 was in line with the revenues generated from the operations of our subsidiaries Newport Coachworks, Inc., Liberty Electric Cars Ltd., Liberty Electric Cars Europe Limited and GoinGreen Limited. The cost of sales content varies substantially depending upon whether it is cost related to a bus being manufactured in-house at Newport Coachworks, which has a high material and labor content, or is grant work completed by Liberty Electric Cars Ltd., which has negligible material and no direct labor costs.

	For the nine months ended
	September 30,
	2014			2013
					(restated)

Revenues	$	3,459,607		$	828,888
Costs of goods sold		3,281,507			630,462
Gross profit		178,099			198,426

Operating expenses
Depreciation and amortization		87,069			19,705
Impairment of assets		373,060			—
General and administrative		6,815,927			6,927,683
		7,276,056			6,947,388

Operational income/ (loss)		(7,097,957	)		(6,748,962	)

Other income/(expenses)
Change in fair value of derivative liability		57,095,577			18,850,333
Stock issued for settlements		—			(1,237,200	)
Gain (loss) on settlement of debt		(484,028	)		—
Loss on conversion of preferred shares		—			(36,490	)
Other income/(expense)		460,296			—
Interest income/(expense)		(1,642,960	)		(194,673	)
		55,428,885			17,381,970

Income/(Loss) from continuing operations		48,330,929			10,633,008

Income/(Loss) from discontinued operations		(1,843,600	)		(962,421	)

Earnings before income tax		46,487,329			9,670,587

Income taxes		—			—

Net Income	$	49,487,329		$	9,670,587

~~Depreciation and Amortization~~46

~~Our~~Table ~~expenses~~of related to depreciation and amortization were $45,692 for the three months ended June 30, 2014, compared to $9,206 for the three months ended June 30, 2013. The increase was attributable to investment in plant and equipment related to continuing growth in our Newport Coachworks business.Contents

~~Stock-Based~~On ~~Compensation~~or about August 15, 2014, our United Kingdom based subsidiaries, including Going Green Limited and Liberty Electric Cars Limited (LEC), along with each of LEC’s wholly owned subsidiaries (collectively, the U.K. Companies), ceased business operations. As a result, we are reporting the operational results of the U.K. Companies under discontinued operations. Operational results under discontinued operations includes a 100% impairment of all U.K. Companies’ assets, a full write down of the value of each company’s equity (or deficit), and the net earnings or losses incurred by each. We will continue to carry each company’s liabilities on our books under liabilities from discontinued operations until such time as the voluntary liquidations currently underway are finalized. Additionally, comparative periods, within our financial statements and accompanying notes, have been reclassified to show financial data for our former U.K. Companies under discontinued operations. Such reclassifications had no impact on our previously reported net losses.

~~Our~~Operating ~~expenses~~Loss; ~~related~~Net ~~to stock-based compensation were $41,498 for the three months ended June 30, 2014, compared to $0 for the three months ended June 30, 2013.~~Income

~~General~~Our net income was $46,487,329 for the nine months ended September 30, 2014 compared to net income of $9,670,587 for the nine months ended September 30, 2013 (reclassified). These net income figures were largely a result of non-cash income due to a change in the fair value of derivative liabilities primarily related to our convertible preferred stock, as well as our convertible notes and ~~Administrative~~warrants. ~~Expenses~~Our net loss from discontinued operations was $1,843,600 for the nine months ended September 30, 2014 and $962,421 for the nine months ended September 30, 2013 (reclassified). The reclassification of financial data for our former U.K. Companies as discontinued operations had no impact on our previously reported net losses.

General and administrative expenses were $1,121,502 for the three months ended June 30, 2014, compared to $523,551 for the three months ended June 30, 2013, primarily due to the expenses in the Company and each of the Company’s subsidiaries, as well as increased legal expenses for the Company.Revenue

~~Change~~Our inrevenue ~~Fair~~from ~~Value~~the nine months ended September 30, 2014 was $3,459,607compared to $828,888 for the nine months ended September 30, 2013 (reclassified). Our revenue was derived from the operations of ~~Derivative~~our ~~Liability~~subsidiary Newport Coachworks, Inc. and no longer includes the results of our subsidiaries Liberty Electric Cars Limited and its subsidiaries, and Going Green Limited, which are now recorded under discontinued operations. The growth of Newport Coachwork’s revenue was due to the increase in bus sales.

~~During~~Cost ~~the three months ended June 30, 2014, we had a change in fair value~~ of ~~derivative~~Goods liability of ($7,278,229), compared to ($1,114,759) for the three months ended June 30, 2013, primarily related to the conversion of Series A Preferred Stock to common stock, the issuance of convertible notes and warrants and the declining price of our common stock.Sold

~~Loss~~Our oncost ~~Settlement~~of goods sold for the nine months ended September 30, 2014 were $3,281,507 compared to $630,462 for the same period in 2013 (reclassified). The cost of ~~Debt~~goods sold for the nine month periods was derived from the operations of our subsidiary Newport Coachworks, Inc. and no longer includes the results of our subsidiaries LEC and its subsidiaries, and Going Green, which are now recorded under discontinued operations.

~~During~~Depreciation ~~the three months ended June 30 2014~~ and ~~June 30, 2013, we had no settlement of debt.~~Amortization

~~Interest~~Expenses ~~Expense~~related to depreciation and amortization were $87,069 for the nine months ended September 30, 2014, compared to $19,705 for the nine months ended September 30, 2013 (reclassified). The increase was attributable to investments in plant and equipment related to the continuing growth of Newport Coachworks.

~~During~~General the three months ended June 30, 2014, we had interest expense of $1,121,502 compared to $523,551 for the three months ended June 30, 2013. The main interest expense in 2014 stemmed from interest expenses paid on convertible notes and ~~the~~Administrative ~~amortization and debt discount related to convertible debt issued and converted.~~Expenses

~~Liquidity~~General and ~~Capital~~administrative ~~Resources~~expenses were $6,815,927 for ~~Three~~the ~~Months~~nine months ~~Ended~~ended ~~June~~September 30, 2014, compared to $6,191,202 for the nine months ended September 30, 2013 (reclassified). The largest component of these expenses are stock-based compensation of $5,717,015 for the nine months ended September 30, 2014 and $6,191,202 for the nine months ended September 30, 2013 (reclassified). The 2014 stock expense is due to the issuance of 78,792,270 common shares to settle liabilities and current and accrued consulting expenses, including 4,000,000 shares for $160,000 in accrued fees to our former CEO Ian Hobday, 2,500,000 shares for $100,000 in accrued fees due to Carter Read, President of Newport Coachworks,7,000,000 shares to Big Wave Stock, valued at $280,000 on the issuance date, to settle an outstanding payable of $3,500 for service rendered, two issuances totaling 16,000,000 shares to Bill Hiney, valued at $1,860,000 on their issuance dates, to settle two outstanding payables totaling $8,000 for services rendered, 13,500,000 shares valued at $1,425,000 on the issuance dates to Surf Financial Group to settle outstanding payables of $6,750 for services rendered, 5,000,000 shares, valued at $200,000 on the

~~Introduction~~47

~~During~~Table ~~the three months ended June 30, 2014 and 2013, because~~ of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of June 30, 2014 was $40,810 and our monthly cash flow burn rate is approximately $350,000. As a result, we have significant short term cash needs. Our method for satisfying these needs has been to increase sales, lower costs where possible, and generate proceeds through the sale of our common stock, the issuance of debt, and the issuance of convertible notes. We currently believe it is unlikely that we will be able to satisfy our cash needs for operational purposes from our revenues by the end of 2014.Contents

43issuance date, to Silverton SA to settle a $2,500 payment on an outstanding debt to Roger Knight, an individual, 7,500,000 shares valued at $450,000 on the issuance date to MAFX, Inc. to settle an outstanding payable of $3,750 for services rendered, 27,000,000 shares to settle a $545,049 debt with Ironridge, a lender, and 1,292,270 shares to Burton Neil and Dale Nyhus in connection with GAC’s acquisition of approximately 23% of Virdian Motor Corporation valued at $173,06.

~~Our~~Impairment ~~cash, current assets, total assets, current liabilities, and total liabilities as~~ of ~~June 30, 2014 compared to December 31, 2013, respectively, are as follows:~~Assets

	June 30, 2014		December 31, 2013		Change
Cash	$	40,810	$	61,723	$	(20,913)
Total Current Assets		911,014		1,218,463		(307,449)
Total Assets		1,468,129		1,886,868		(418,739)
Total Current Liabilities		17,642,675		75,345,683		(57,703,008)
Total Liabilities	$	17,936,032	$	75,549,629	$	(57,613,597)

Expenses related to asset impairment were $373,060 for the nine months ended September 30, 2014, compared to $0 for the nine months ended September 30, 2013. This expense includes a 100% impairment of our $173,060 investment in Viridian Motors and 100% impairment of our $200,000 investment in World Energy Asset Management. Not included in Impairment of Assets for the three months ended September 30, 2014, is the $679,163 in asset impairments related to the cessation of business and liquidation of LEC and its subsidiaries, and Going Green, which are recorded under Loss from Discontinued Operations.

~~Our~~Change ~~current~~in ~~liabilities~~Fair ~~were~~Value ~~reduced~~of byDerivative ~~$57,703,008 from December 31, 2013 to June 30, 2014 primarily by a $57,915,819 reduction in derivative liabilities.~~Liability

~~Cash~~During ~~Requirements~~the nine months ended September 30, 2014, we had a change in fair value of derivative liability of $57,095,577 compared to $18,850,333 for the nine months ended September 30, 2013, with the significant difference primarily related to the change in the fair value of our common stock and the issuance of additional convertible debt and preferred stock during the nine months ended September 30, 2014.

WeLoss ~~had cash available as of June 30, 2014 of $40,810 and $61,723~~ on ~~December~~Settlement 31, 2013. Based on our revenues, cash on hand and current monthly burn rate, around $350,000, we will need to continue borrowing from our shareholders and other related parties, and/or raise money from the sales of ~~our securities, and/or the issuance of debt to fund operations.~~Debt

InDuring ~~order~~the tonine ~~repay~~months ~~our~~ended ~~obligations~~September in full or in part when due, we will be required to raise significant capital from external sources. There is no assurance, however, that we will be successful in these efforts or that these efforts will not be highly dilutive. As of June 30, 2014, we had ~~outstanding~~loss ~~cash~~on settlement ~~payments~~of ~~due~~debt ~~to our CEO Ian G. Hobday~~ of $~~211~~484,~~318 for unpaid and accrued salary and expenses~~028, ~~covering~~compared ~~the period from July 1, 2012 through~~ to ~~June 30, 2014, including the conversion of~~ $~~160,000~~0 ~~of accrued and unpaid salary to stock during the period ending March 31, 2014; to our former CFO Darren West of $253,500~~ for ~~unpaid and accrued salary and expenses, covering~~ the ~~period~~nine ~~from~~months ~~July~~ended 1,September ~~2012 through to April 31, 2014 including a~~ 30~~-day notice period following his death; to our Global Marketing Director~~, ~~Petra~~2013. ~~Beitl~~The ofloss ~~$260,898, for~~in ~~unpaid~~2014 ~~and~~is ~~accrued~~primarily ~~salary and expenses, covering the period from July 1, 2012 through~~ related to ~~June~~a ~~30,~~settlement ~~2014; to Carter Read, President~~ of ~~our~~a ~~subsidiary~~note ~~Newport~~payable ~~Coachworks,~~by ofissuing ~~$94,000, for~~a ~~unpaid~~new ~~and~~note ~~accrued~~that ~~salary~~includes ~~and~~a ~~expenses, covering the period from November 1, 2012 through to June 30, 2014 and including the~~ conversion offeature ~~$100,000 of~~or ~~accrued~~by ~~and~~issuing ~~unpaid salary to~~ stock ~~during~~with ~~the period ending March 31, 2014; to Peter Leeds,~~ a ~~director~~fair ofvalue higher than the ~~Company~~face ofamount ~~$25,000 for payments made on behalf~~ of the ~~company between June 2013 and June 2014~~note. The ~~Company~~conversion isfeature ~~currently~~was ~~negotiating~~accounted ~~agreements~~for ~~with~~as ~~all~~a ofderivative ~~the~~liability, ~~above named individuals pursuant to~~ which ~~all~~resulted ofin a ~~the~~higher ~~outstanding~~fair ~~accrued~~value ~~salaries, expenses and loans listed above will be cancelled by converting them to restricted Series A Preferred Shares~~ of the ~~Company~~note exchanged.

~~Sources~~Interest ~~and Uses of Cash~~Expense

~~Operations~~During the nine months ended September 30, 2014, we had interest expense of $1,642,960, compared to $190,673 for the nine months ended September 30, 2013 (reclassified). The main interest expense in 2014 stemmed from the amortization and reversal of debt discount related to convertible debt issued and converted.

WeLoss ~~had~~from ~~net~~Discontinued cash (used) by operating activities of ($945,766) for the six months ended June 30, 2014, as compared to ($671,072) for the six months ended June 30, 2013 (restated). For the period in 2014, the net cash used in operating activities consisted primarily of our net income of $46,730,137, adjusted by the change in fair value of derivative liability of ($56,465,415), share based compensation of $5,717,015 depreciation and amortization of $92,290, amortization of debt discount of $1,681,307, shares issued as additional interest of $24,038, and changes to operating assets and liabilities, consisting of: other assets of $3,224, prepaid expenses $525,163, accounts payable and accrued expenses of $343,351, value added taxes of ($83,561), lease payable of $2,095, deferred financing costs of ($36,000), accounts receivable of ($48,227), deferred revenue of ($55,428), inventory of $290,078, and changes in other liabilities of $24,537.Operations

44On or about August 15, 2014, our United Kingdom based subsidiaries, including Going Green Limited and Liberty Electric Cars Limited (LEC), along with each of LEC’s wholly owned subsidiaries, ceased business operations. As a result, we are reporting the operational results of these subsidiaries under discontinued operations for the nine month period ending September 30, 2014. During the nine months ended September 30, 2014, we incurred net losses from discontinued operations of $1,843,600. These losses are attributable to a 100% impairment of all UK-based subsidiary companies’ assets, a full write off of the value of each companies’ equity (or deficit), and the net earnings or losses incurred by each. We will continue carrying each company’s liabilities on our books until such time as the voluntary liquidation currently underway is finalized. For the nine months ended September 30, 2013 (reclassified), the loss from discontinuing operations was $962,421.

~~Investments~~48

WeTable had $(17,000) in net cash used in investing activities for the six months ended June 30, 2014. In the same period in 2013 (restated), we had ($377,236) in net cash used in investing activities, related to purchase of ~~property and equipment of ($17,000), proceeds from disposal of vehicles of $0, and proceeds from disposal of investments of $0.~~Contents

~~Financing~~Liquidity and Capital Resources for the Nine Months Ended September 30, 2014 and 2013

Our net cash provided by financing activities for the six months ended June 30, 2014 was $878,519 compared to $946,030 for the six months ended June 30, 2013. For the first six months of 2014, our financing activities consisted of $930,827 in proceeds from notes payable, $10,707 from payments to reduce a line of credit, $68,015 as payments on notes payable and $5,000 as proceeds from the issuance of common stock. For the same period in 2013, our financing activities consisted of $985,838 in proceeds from notes payable and $39,808 from payments to reduce a line of credit.Introduction

~~Off~~During ~~Balance~~the ~~Sheet~~nine ~~Arrangements~~months ended September 30, 2014 and 2013, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of September 30, 2014 was $44,135 As a result, we have significant short term cash needs. In the past, these needs have been satisfied by generating proceeds from the sales of our securities, primarily through the issuance of convertible notes and our Convertible Preferred Series A Stock. Such means are not currently available to us, as we have fully committed all remaining authorized, but not yet issued shares, through the issuance of irrevocable reserves for some of the issuers of our convertible debt. We currently do not have sufficient capital to satisfy our cash needs for operational purposes, but are actively seeking solutions to secure financing, recapitalize our existing debt and shareholder structures, raise our authorized share limit, and implement a reverse stock split. All of which, will be subject to shareholder approval at a special shareholder meeting, the date of which has not yet been determined.

WeOur ~~have~~cash, nocurrent ~~off~~assets, ~~balance~~total ~~sheet~~assets, ~~arrangements.~~current liabilities, and total liabilities as of September 30, 2014 compared to December 31, 2013 (reclassified), respectively, are as follows:

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

	September 30, 2014		December 31, 2013 (Reclassified)		Change
Cash	$	44,135	$	2,902	$	41,233
Total Current Assets		649,730		1,218,463		(568,733	)
Total Assets		1,021,949		1,886,868		(864,919	)
Total Current Liabilities		17,600,010		75,345,683		(57,745,673	)
Total Liabilities	$	17,622,510	$	75,549,629	$	(57,927,119	)

AsCash a result of our inability to file our Form 10-Q for the period ended June 30, 2014 within the time period required under the Securities Exchange Act of 1934, as amended, we have defaulted on certain covenants under various loan documents with some of our lenders. We have informed each of the default and requested a waiver from the default, which was conditionally granted. With this filing, we have cured our outstanding defaults related to this late filingRequirements

~~ITEM~~We ~~4 Controls~~had cash available as of September 30, 2014 of $44,135 and ~~Procedures~~$2,902 on December 31, 2013 (reclassified). Based on our revenues, earnings, cash on hand and operational needs, we will need to continue borrowing from our shareholders and other related parties, and/or raise capital from the sales of our securities, to fund operations.

~~(a) Evaluation~~Sources ofand ~~Disclosure~~Uses ~~Controls~~of ~~and Procedures~~Cash

We maintain disclosure controls and procedures (as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.Operations

AsWe ~~required~~had bynet ~~Rule~~cash ~~13a-15~~used ~~under~~by ~~the~~operating ~~Exchange~~activities ~~Act,~~of ~~our management~~$957,033 ~~including~~for ~~our~~the nine ~~Chief~~months ~~Executive~~ended ~~Officer~~September ~~and~~30, ~~Chief~~2014, ~~Financial~~as ~~Officer~~compared ~~(one~~to ~~individual)~~$737,952 ~~evaluated~~for the ~~effectiveness~~nine ofmonths ~~the~~ended ~~design~~September ~~and~~30, ~~operation~~2013 of(reclassified). ~~our~~For the ~~disclosure~~period ~~controls~~in ~~and~~2014, ~~procedures~~the asnet ofcash ~~June~~used ~~30,~~in ~~2014.~~operating ~~Based~~activities onconsisted ~~that~~primarily ~~evaluation,~~of our ~~Chief~~net ~~Executive~~income ~~Officer~~of ~~and~~$46,487,329, ~~Chief~~adjusted ~~Financial~~by the ~~Officer~~change ~~concluded~~in ~~that~~fair asvalue of ~~June~~derivative ~~30,~~liability ~~2014~~of ($57,095,577), ~~and~~share asbased compensation of ~~the~~$5,717,015, ~~date~~depreciation ~~that~~and ~~the~~amortization of ~~evaluation~~$147,069, amortization of ~~the~~debt ~~effectiveness~~discount of ~~our~~$1,671,252, ~~disclosure~~and ~~controls~~changes in operating assets and ~~procedures~~liabilities, ~~was~~consisting ~~completed~~of: other assets of ($5,138), ~~our~~prepaid ~~disclosure~~expenses ~~controls~~$545,409, ~~and~~accounts ~~procedures~~payable ~~were~~and ~~not~~accrued ~~effective~~expenses toof ~~satisfy~~$1,775,678, ~~the~~accounts ~~objectives~~receivable ~~for~~of ~~which~~($800), and ~~they~~inventory ~~are~~of ~~intended~~($422,311).

~~(b) Management’s Report on Internal Controls over Financial Reporting~~Investments

~~Our~~We ~~management~~had isnet ~~responsible~~cash ~~for~~used ~~establishing~~in ~~and~~investing ~~maintaining~~activities ~~effective~~of ~~internal~~$17,000 ~~control~~for ~~over~~the nine ~~financial~~months ~~reporting~~ended ~~(as~~September ~~defined~~30, in2014 ~~Rule 13a-l5~~(freclassified), ofcompared ~~the~~to ~~Securities~~$544,389 ~~Exchange~~for ~~Act). Management assessed~~ the ~~effectiveness~~nine ofmonths ~~the~~ended ~~Company’s~~September ~~internal control over financial reporting as of June~~ 30, ~~2014~~2013. In ~~making this assessment, management used~~ the nine ~~criteria~~months ~~set~~ended ~~forth~~September by30, 2013, the ~~Committee~~net ofcash ~~Sponsoring~~used ~~Organizations~~in ofinvesting ~~the~~activities ~~Treadway~~related ~~Commission~~mainly ~~(“COSO”).~~to ~~Based~~purchase onof ~~that~~property ~~assessment,~~and ~~management believes that, as~~ equipment of ~~June 30~~$587, ~~2014~~411, ~~the~~offset ~~Company’s~~by ~~internal~~proceeds ~~control~~from ~~over~~disposal ~~financial~~of ~~reporting~~vehicles ~~was~~of ~~ineffective based on the COSO criteria~~$28,126 ~~due~~and toproceeds ~~the~~from ~~following~~acquisition ~~material~~of ~~weaknesses listed below~~$14,896.

4549

~~Insufficient~~Table ~~segregation~~ of duties in our finance and accounting functions due to limited personnel. We internally performed all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact these duties were performed by limited personnel (one person), a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.Contents

Insufficient corporate governance policies. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result we may be delayed in our ability to calculate certain accounting provisions. While we believe these provisions are accounted for correctly in the attached unaudited financial statements our lack of internal controls could lead to a delay in our reporting obligations. We were required to provide written documentation of key internal controls over financial reporting beginning with our fiscal year ending December 31, 2009. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.Financing

~~Effective~~Our ~~controls~~net ~~over~~cash ~~the~~provided ~~control~~by ~~environment~~financing ~~were~~activities ~~not~~for ~~maintained. Specifically,~~the anine ~~formally~~months ended ~~adopted~~September ~~written~~30, ~~code~~2014 ofwas ~~business~~$1,003,456 ~~conduct~~compared ~~and~~to ~~ethics that governs our employees~~$1, ~~officers~~305,617 ~~and~~for ~~directors~~the ~~was~~nine ~~not~~months inended ~~place. Additionally~~September 30, ~~management~~2013. ~~has~~For ~~not~~the ~~developed~~period ~~and~~in 2014, ~~effectively communicated to~~ our ~~employees~~financing ~~its~~activities ~~accounting~~consisted ~~policies~~primarily ~~and~~of ~~procedures. This~~$1,085,682 ~~has~~from ~~resulted~~proceeds infrom ~~inconsistent~~notes ~~practices. Further~~payable, ~~our~~$14,134 ~~Board~~from ofborrowings ~~Directors~~on ~~does~~line of ~~not~~credit ~~currently~~and ~~have~~$109,860 aas ~~director~~payments ~~that~~on ~~qualifies~~notes aspayable. anFor ~~audit~~the ~~committee~~period ~~financial~~in ~~expert~~2013, asproceeds ~~defined~~from infunds ~~Item~~received ~~407(d)(5)(ii)~~from ofFMS ~~Regulation~~amounted ~~S-K. Since~~to $907,839, ~~these~~our ~~entity~~financing ~~level~~activities ~~programs~~consisted ~~have~~of a$467,406 ~~pervasive~~proceeds ~~effect~~from ~~across~~notes ~~the organization~~payable, ~~management~~offset ~~has~~by ~~determined~~$69,628 ~~that~~in ~~these~~payments ~~circumstances~~to ~~constitute~~reduce aour line ~~material~~of ~~weakness.~~credit

~~Failure~~Off toBalance ~~properly~~Sheet account for our revenue and assets. We do not have formal procedures in place to regularly review our revenue recognition and impairment of long-lived assets. As a result, in the past, we did not originally correctly record our revenue and test the impairments of long-lived assets, which caused us to have a high number of audit adjustments proposed by our independent auditor, particularly in our fiscal year ended December 31, 2012. If we did not adjust these errors based on the proposals by our independent auditor the magnitude of the resulting misstatements in our financial statements could reasonably be expected to have been material. As a result, we are currently looking to hire additional personnel with U.S. GAAP experience to assist in the preparation of our financial statements.Arrangements

~~These~~We ~~control~~have ~~deficiencies~~no ~~could~~off ~~result~~balance insheet ~~a material misstatement to our interim or annual financial statements that possibly would not be prevented or detected~~arrangements.

~~When~~ITEM we3. ~~are~~Quantitative ~~financially able, we intend to take appropriate~~ and ~~reasonable~~Qualitative ~~steps~~Disclosures toAbout ~~make~~Market the necessary improvements to remediate these deficiencies and we intend to consider the results of our remediation efforts and related testing as part of our next assessment of the effectiveness of our internal control over financial reporting.Risk

~~(c) Changes~~As ina ~~Internal~~smaller ~~Control~~reporting ~~over~~company, ~~Financial~~we ~~Reporting~~are not required to provide the information required by this Item.

OnITEM ~~March 29, 2014, Darren West, our then-Chief Financial Officer, passed away~~4. ~~Mr.~~ ~~West’s~~Controls passing was a change in our internal control over financial reporting during the period ended March 31, 2014, which may have materially affected our internal control over financial reporting. In an effort to minimize the impact of Mr. West’s passing and ~~until we hire a permanent Chief Financial Officer we are working with a consultant in order to assist with the preparation of our financial statements.~~Procedures

46(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (das defined in Rule 13a-l5(e) ~~Officer~~ under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s ~~Certifications~~rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

~~Appearing~~As asrequired anby ~~exhibit~~Rule to13a-15 ~~this~~under ~~quarterly~~the ~~report~~Exchange onAct, ~~Form~~our ~~10-Q~~management, including ~~are “Certifications” of~~ our Chief Executive Officer and Chief Financial Officer., ~~The~~evaluated ~~Certifications~~the ~~are~~effectiveness ~~required~~of ~~pursuant~~the todesign ~~Sections~~and ~~302~~operation of ~~the~~our disclosure ~~Sarbanes-Oxley~~controls ~~Act~~and ofprocedures ~~2002~~as ~~(the~~of ~~“Section~~September ~~302~~30, ~~Certifications”)~~2014. ~~This~~Based ~~section~~on ofthat ~~the~~evaluation, ~~quarterly~~our ~~report~~Chief onExecutive ~~Form~~Officer ~~10-Q~~and ~~contains~~Chief ~~information~~Financial Officer ~~concerning~~concluded ~~the~~that ~~Controls~~as ~~Evaluation~~of ~~referred~~September to30, in2014, and as of the ~~Section~~date ~~302~~that ~~Certifications.~~the ~~This~~evaluation ~~information~~of ~~should~~the beeffectiveness ~~read~~of inour ~~conjunction~~disclosure controls ~~with~~and ~~the~~procedures ~~Section~~was ~~302~~completed, ~~Certifications~~our ~~for~~disclosure acontrols ~~more~~and ~~complete~~procedures ~~understanding~~were ofnot effective to satisfy the ~~topics~~objectives ~~presented~~for which they are intended.

47(b) Management’s Report on Internal Controls over Financial Reporting

~~PART~~Our IImanagement –is ~~OTHER~~responsible ~~INFORMATION~~for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-l5(f) of the Securities Exchange Act). Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment, management believes that, as of September 30, 2014, the Company’s internal control over financial reporting was ineffective based on the COSO criteria, due to the following material weaknesses listed below.

~~ITEM~~Insufficient ~~1 Legal~~segregation ~~Proceedings~~of duties in our finance and accounting functions due to limited personnel. We internally performed all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact these duties were performed by limited personnel (one person), a lack of review was created over the financial reporting process that might result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.

On February 10, 2014, Mr. Ray Mariorenzi filed a lawsuit against our Company and an additional defendant alleging breach of an oral contract. The lawsuit is entitled Ray Mariorenzi v. Global Market Advisors, Inc. and Green Automotive Company Corporation, Superior Court of the State of California for the County of Orange, Central Justice Center - Case No. 30-2014-00704187, and in the complaint Mr. Mariorenzi alleges that at a meeting in March, 2012, he made an oral agreement with an officer and director of Global Market Advisors, Inc. for the purpose of Mr. Mariorenzi performing consulting services to benefit Green Automotive Company and that such services would be provided from March 2012 through end of 2013. In the Complaint, Mr. Mariorenzi alleges he performed the services but has not been completely compensated for such services and, as a result, claims he is owed $123,500 and 5,750,000 shares of our common stock from the defendants. We were served on or about February 27, 2014. We filed an Answer, with a general denial, on April 16, 2014. The Court set a Case Management Conference for June 10, 2014, and a court date has been set for 2015. We intend to vigorously defend against the unsubstantiated claims in the Complaint.50

~~Our~~Table predecessor, Go Green USA, LLC (“Go Green”) was a party defendant, along with other defendants in a civil action filed in Marshall County, West Virginia by Glen Dale Motor Co. and Tomsic Motor Co, Civil Action No. 11-C-104 H. The basis for this action was a claim by the plaintiffs that the defendants breached a dealer agreement entered into by and between the plaintiffs and the defendants by accepting a franchise fee and payment for vehicles (totaling approximately $250,000) from the plaintiffs but failing to deliver any of the purchased vehicles to the plaintiffs. This undefended and previously unknown action resulted in a default judgment and related judgment order in the amount of $3,717,615 with interest accruing at 7% per annum from and after February 13, 2012. There is no active effort to enforce this action against Go Green and we believe there are numerous defenses to the asserted judgment and any such enforcement effort. Moreover, the existence of the liability pre-existed our acquisition of Go Green and its existence was not disclosed as a part of the acquisition. Management has not accrued for this event in the financial statements as its not determinable whether we are liable for this case. We expect that if we are properly served and are a proper party to the litigation that the expected loss could be zero to $3,717,615.Contents

InInsufficient ~~the~~corporate ~~fall~~governance ofpolicies. ~~2013,~~We byhave ~~prearrangement,~~not ~~Ironridge~~documented our ~~Global~~internal ~~Partners,IV, Ltd~~controls. ~~(“Ironridge”)~~We ashave ~~plaintiff~~limited ~~filed~~policies aand ~~complaint~~procedures ~~against~~that ~~Green~~cover ~~Automotive Company (“GAC” or~~ the ~~“Company”)~~recording asand ~~defendant~~reporting ~~in Superior Court, County~~ of ~~Los~~financial ~~Angeles,~~transactions and ~~California~~accounting ~~(the “Superior Court”) alleging that the Company owed Ironridge $545,049~~provisions.08 asAs a result, ofwe ~~certain~~may ~~trade~~be ~~debt~~delayed ofin ~~GAC~~our ~~that~~ability ~~Ironridge arranged~~ to ~~purchase. On~~calculate ~~December~~certain 2,accounting ~~2013~~provisions. ~~GAC~~While ~~and~~we ~~Ironridge~~believe these ~~entered~~provisions ~~into~~are aaccounted ~~stipulation~~for ~~(the~~correctly ~~“Stipulation”)~~in ~~for~~ the ~~settlement~~attached ofaudited ~~Ironridge’s~~financial ~~complaint~~statements ~~pursuant~~our tolack ~~which~~of ~~Ironridge~~internal ~~would~~controls ~~forgive~~could ~~the~~lead to ~~indebtedness~~a delay in ~~exchange~~our ~~for~~reporting ~~which~~obligations. ~~GAC~~We ~~would~~were ~~issue~~required ato ~~certain~~provide ~~number~~written documentation of ~~shares~~key tointernal ~~Ironridge~~controls ~~calculated~~over infinancial reporting ~~accordance~~beginning with aour ~~formula~~fiscal ~~set~~year ~~forth~~ending ~~in the Stipulation. On~~ December 431, ~~2013~~2009. ~~counsel~~Management ~~for~~evaluated ~~Ironridge and GAC appeared before~~ the ~~Hon.~~impact ~~Deirdre~~of ~~Hill,~~our ~~Judge~~failure ~~(Judge~~to ~~Hill)~~have inwritten documentation ~~the~~of ~~Superior~~our ~~Court,~~internal controls and ~~the Court approved the Stipulation under~~ procedures ~~authorized~~on inour ~~Section~~assessment ~~25107~~ of ~~the~~our ~~California~~disclosure ~~Corporations~~controls ~~Code~~ and inprocedures ~~accordance~~and ~~with~~has aconcluded that ~~transaction exemption under Section 3(a)(10) of~~ the ~~Securities~~control ~~Act~~deficiency ofthat ~~1933~~resulted ~~(the~~represented ~~“Securities~~a ~~Act”)~~material ~~described immediately below~~weakness.

~~Ordinarily~~Effective ~~the~~controls ~~shares~~over the ~~Company~~control ~~would~~environment ~~have~~were ~~issued~~not ~~to Ironridge would have been restricted~~maintained. Specifically, ~~and~~a ~~Ironridge~~formally ~~would~~adopted ~~not~~written ~~have~~code ~~been~~of ~~able~~business toconduct ~~sell~~and ~~them~~ethics inthat ~~the~~governs ~~open~~our ~~market~~employees, ~~without~~officers, ~~(i)~~and ~~the~~directors was ~~effectiveness~~not ofin aplace. ~~registration~~Additionally, ~~statement~~management ~~for~~has ~~the~~not ~~shares~~developed ~~under~~and ~~the~~effectively ~~Securities~~communicated ~~Act~~to ofour ~~1933~~employees asits ~~amended~~accounting ~~(the~~policies and ~~“Securities~~procedures. ~~Act”),~~This orhas ~~(ii)~~resulted ~~the~~in ~~availability~~inconsistent ofpractices. ~~an exemption from registration under the Securities Act~~Further, ~~such~~our asBoard ~~Rule~~of ~~144.~~Directors ~~Ironridge~~does ~~and~~not ~~the~~currently ~~Company~~have ~~agreed~~a director that ~~Ironridge~~qualifies ~~would~~as ~~prepare~~an ~~documentation~~audit tocommittee ~~invoke~~financial aexpert ~~transactional~~as ~~exemption~~defined ~~under~~in ~~Section~~Item 3407(ad)(105) ~~of the Securities Act which permits certain original~~ (~~new~~ii) ~~share issuances by a reporting company issuer to be exempt from the Securities Act registration requirements if the conditions~~ of ~~the~~Regulation ~~Section 3(a)(10) exemption are met~~S-K. ~~Among~~ Since these ~~conditions~~entity islevel programs ~~the~~have ~~approval by~~ a ~~Court~~pervasive ~~with~~effect ~~proper~~across ~~standing of~~ the ~~fairness of the issuances to~~organization, ~~among~~management ~~others,~~has ~~the~~determined ~~issuer~~that ~~and~~these ~~the~~circumstances ~~recipient~~constitute ~~of the shares, after the conduct of~~ a ~~fairness hearing~~material weakness.

48These control deficiencies could result in a material misstatement to our interim or annual financial statements that possibly would not be prevented or detected.

~~Accordingly,~~When ~~the~~we ~~Stipulation~~are ~~described~~financially ~~earlier~~able, ~~was~~we ~~submitted~~intend to ~~the~~take ~~Court~~appropriate and reasonable ~~the~~steps ~~Court~~to ~~approved~~make the ~~Stipulation.~~necessary Asimprovements ~~a result GAC was required~~ to ~~issue~~remediate ~~unrestricted~~these ~~free-trading~~deficiencies ~~shares~~and ofwe ~~its~~intend ~~common stock~~ to ~~Ironridge.~~consider ~~Under~~ the ~~Stipulation~~results ~~the~~of ~~initial~~our remediation ~~issuance~~efforts ~~was~~and ~~7,700,000~~related ~~free-trading~~testing ~~shares.~~as ~~Judge~~part ~~Hill~~of ~~retained~~our ~~jurisdiction~~next ~~over~~assessment of the ~~parties~~effectiveness ~~for~~of ~~all~~our ~~purposes~~internal ~~related~~control toover ~~the Stipulation~~financial reporting.

After the initial issuance GAC issued a total of 27 million additional free trading shares to Ironridge under the Stipulation formula. On or about March 28, 2014, however, Ironridge demanded GAC issue an additional 43 million free-trading shares based on Ironridge’s calculations under the Stipulation. Ironridge’s calculation depends on its interpretation of certain clauses in the Stipulation and the allegation that GAC delayed the timely issuance of shares to which Ironridge was entitled and has thus increased the base amount of shares owed under the Stipulation. The initial Ironridge demand for 43 million shares has increased to 55 million additional shares (~~the “Additional Shares”~~c), Changes ~~and may increase further based on remarks~~ in ~~the~~Internal ~~Ironridge~~Control ~~papers~~over ~~described~~Financial ~~below. GAC has disputed the demand and has refused to issue the Additional Shares.~~Reporting

OnThere ~~April~~were ~~16,~~no ~~2014~~material ~~Ironridge~~changes ~~brought an ex parte proceeding before Judge Hill to compel GAC to issue the Additional Shares under the Stipulation. GAC filed its answering papers~~ in ~~opposition~~our tointernal ~~the~~controls ~~Ironridge~~over ~~motion,~~financial reporting ~~and~~during the ~~Court~~three ~~scheduled~~months aended ~~hearing~~September ~~for May 14~~30, 2014.

~~On May 14, 2014 counsel for the Company and counsel for Ironridge Global Partners IV, Ltd.~~ (~~“Ironridge”~~d) ~~appeared before the Hon. Deirdre Hill, Judge (“Judge Hill” or the “Court”) for a hearing in connection with Ironridge~~ Officer’s motion for an order of the Court directing the Company to issue 55 million free-trading shares (the “Additional Shares”) of the Company’s common stock pursuant to a stipulation entered into before Judge Hill and approved by the Court on December 4, 2014 (the “Stipulation”). The Company opposed Ironridge’s application and refused to issue the Additional Shares.Certifications

AtAppearing ~~the~~as ~~conclusion~~an ofexhibit ~~the~~to ~~hearing,~~this ~~the~~quarterly ~~Court~~report ~~denied~~on ~~Ironridge’s~~Form ~~request~~10-Q ~~for~~are “Certifications” ~~the issuance~~ of ~~the~~our ~~Additional~~Chief ~~Shares~~Executive ~~without~~and ~~prejudice~~Financial Officer. ~~Since~~The ~~the~~Certifications ~~conclusion~~are required pursuant to Sections 302 of the ~~hearing~~Sarbanes-Oxley ~~and~~Act of 2002 (the ~~entry~~“Section 302 Certifications”). This section of the ~~Court’s~~quarterly ~~order~~report ~~denying~~on ~~Ironridge’s~~Form 10-Q ~~application,~~contains ~~Ironridge~~information ~~has~~concerning ~~not~~the ~~made~~Controls ~~any~~Evaluation ~~further~~referred ~~demands~~to onin the ~~Company~~Section to302 ~~issue~~Certifications. ~~Additional~~This ~~Shares~~information ~~under~~should be read in conjunction with the ~~Stipulation~~Section or302 ~~otherwise~~Certifications for a more complete understanding of the topics presented.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.51

~~ITEM~~Table ~~1A Risk~~of ~~Factors~~Contents

AsPART aII ~~smaller~~– ~~reporting~~OTHER ~~company, we are not required to provide the information required by this Item.~~INFORMATION

ITEM ~~2 Unregistered~~1. ~~Sales~~Legal ~~of Equity Securities and Use of Proceeds~~Proceedings

~~During~~Our predecessor, Go Green USA, LLC (“Go Green”) was a party defendant, along with other defendants in a civil action filed in Marshall County, West Virginia by Glen Dale Motor Co. and Tomsic Motor Co, Civil Action No. 11-C-104 H. The basis for this action was a claim by the plaintiffs ~~three~~that ~~months~~the ~~ended~~defendants ~~June~~breached 30a dealer agreement entered into by and between the plaintiffs and the defendants by accepting a franchise fee and payment for vehicles (totaling approximately $250,000) ~~2014~~from the plaintiffs but failing to deliver any of the purchased vehicles to the plaintiffs. This undefended and previously unknown action resulted in a default judgment and related judgment order in the amount of $3,717,615 with interest accruing at 7% per annum from and after February 13, 2012. There is no active effort to enforce this action against Go Green or GAC. We have not accrued for this event in the financial statements. However, we ~~issued~~believe that if we are properly served and are a proper party to the ~~following~~litigation, ~~unregistered~~that ~~securities:~~a pay out from the judgement could be up to $3,717,615, plus accumulative interest.

On orFebruary ~~about~~10, ~~April~~2014, 2Mr. Ray Mariorenzi filed a lawsuit against alleging breach of an oral contract. The lawsuit is entitled Ray Mariorenzi v. Global Market Advisors, ~~2014~~Inc. ~~the~~and Green Automotive Company ~~issued~~Corporation, 1Superior Court of the State of California for the County of Orange,~~200~~ Central Justice Center - Case No. 30-2014-00704187,~~000~~ ~~unrestricted~~and ~~shares~~in ofthe ~~its~~complaint ~~common~~Mr. ~~stock~~Mariorenzi toalleges ~~JMJ~~that ~~Financial~~at meeting in ~~connection~~March, 2012, he made an oral agreement with ~~the~~an ~~repayment~~officer and director of ~~convertible~~Global ~~debt~~Market inServices, Inc. for the ~~amount~~purpose of ~~$16,920~~Mr. ~~issued~~Mariorenzi ~~more~~performing ~~than~~consulting services ~~six~~to ~~months~~benefit ~~prior.~~Green ~~These~~Automotive ~~shares~~Company ~~were~~and ~~exempt~~that such services would be provided from ~~registration~~March ~~under~~2012 ~~Section~~through ~~4(a)(2)~~end of 2013. In the Complaint, ~~Securities~~Mr. ~~Act~~Mariorenzi ofalleges ~~1933~~he performed the services but has not been completely compensated for such services and, as ~~amended~~a result, (claims he is owed $123,500 and 5,750,000 shares of our common stock from the ~~“Securities~~defendants. ~~Act”)~~We aswere ~~transactions~~served byon or about February 27, 2014. Pursuant to an ~~issuer~~arrangement ~~not~~with ~~involving~~Plaintiff’s counsel, we filed an Answer, with a ~~public~~general ~~offering~~denial, on April 16, 2014.

49We began to wind down Footloose 4X4 Limited (“Footloose”), based in Newton Abbot, Devon, United Kingdom. Footloose, a subsidiary of Liberty Electric Company Limited (“LEC”), was never a part of the GAC group, thus its financial operations were not consolidated into our financials. A formal petition to liquidate Footloose was presented on July 3, 2014 and a formal Resolution for Voluntary Winding-up was granted August 27, 2014. Legal representation of the s was facilitated by Everys Solicitors, an insolvency practitioner firm based in the United Kingdom (U.K.).

On or about ~~April~~July 228, 2014, ~~the~~we ~~Company~~contacted ~~issued 4~~Lameys,~~821,925~~ ~~unrestricted~~an ~~shares~~insolvency ofpractitioner firm ~~its~~based ~~common~~in ~~stock~~the toUnited LGKingdom ~~Capital~~(U.K.), infor ~~connection~~advice ~~with~~on the ~~repayment~~disposition of ~~convertible~~the ~~debt~~liabilities inand ~~the~~assets ~~amount~~ of ~~$51,500~~our ~~issued~~subsidiaries ~~more~~organized and ~~than~~operated ~~six months prior plus $2,745.67~~ in ~~accrued~~the ~~interest~~U.K. ~~These~~Lameys ~~shares~~was ~~were~~subsequently ~~exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering~~retained.

On or about ~~April~~August 915, 2014, the Company’s ~~issued~~subsidiaries ~~1,631,280 unrestricted shares of its common stock to Auctus Private Equity Fund~~ based in ~~connection with~~ the ~~repayment of convertible debt in the amount of $17,750 issued more than six months prior plus $1,645~~U.~~92 in accrued interest~~K., ~~These~~including ~~shares~~Going ~~were~~Green ~~exempt~~Limited ~~from~~and ~~registration~~Liberty ~~under~~Electric ~~Section~~Cars 4Limited (aLEC)~~(2)~~, ofalong ~~the~~with ~~Securities~~each ~~Act~~of asLEC’s ~~transactions~~wholly byowned subsidiaries, anceased ~~issuer~~business ~~not involving a public offering~~operations.

OnBetween orAugust ~~about~~26 ~~April~~and 9September 11, 2014 ~~the Company issued 1~~,~~600,000~~ ~~unrestricted~~Lameys ~~shares~~caused notices of ~~its~~a ~~common~~creditors ~~stock~~committee meeting to ~~JMJ~~be ~~Financial~~sent into ~~connection with~~ the ~~repayment~~following subsidiaries of ~~convertible~~GAC: ~~debt~~Going inGreen ~~the~~Limited ~~amount~~and ofLiberty ~~$22~~Electric Cars Limited (LEC),~~560~~ ~~issued~~and ~~more~~to ~~than~~LEC’s ~~six~~subsidiaries ~~months~~LEC ~~prior.~~2 ~~These~~Limited ~~shares~~(LEC2), ~~were~~LEC ~~exempt~~Europe ~~from~~Limited ~~registration~~(LEC-EU) ~~under~~and ~~Section~~OEC 4International Limited (aOEC)~~(2)~~. ofOEC ~~the~~is ~~Securities~~wholly ~~Act~~owned asby ~~transactions~~LEC, bybut anwas ~~issuer~~consolidated ~~not~~into ~~involving~~the aGAC ~~public~~group ~~offering~~as the transaction was never completed.

OnThe orpurpose ~~about~~of ~~April~~the ~~11,~~meetings held in late September 2014 awas ~~holder~~to conduct voluntary liquidations of ~~Series~~these Acompanies ~~Preferred~~in ~~shares~~accordance with Section 98 of the ~~Company~~U.K. ~~converted~~Insolvency ~~125~~Act of 1986. At the meetings,~~000~~ ~~Series~~a creditors’ Avoluntary ~~Preferred~~liquidation ~~Stock~~of ~~into~~these 66companies was agreed upon. Under the procedure,~~875~~ Lameys supervised and conducted a sale,~~000~~ ~~restricted~~or ~~shares~~other dispositions, of the ~~Company’s~~assets ~~common~~of ~~stock~~the U.K. ~~The~~subsidiaries. ~~shares~~Lameys ~~issued~~then ~~for~~uses the ~~Series~~proceeds Afrom ~~Preferred~~asset ~~stock~~dispositions ~~represented~~to pay ~~11.05%~~outstanding liabilities of the ~~Company’s~~subsidiaries ~~shares~~in ~~issued~~a manner determined and ~~outstanding~~approved by the creditors. As a result, we expect the U.K. subsidiaries to be released of all financial liabilities to their creditors, through proceeds from the liquidated assets or elimination as permitted by operation of ~~April~~U.K. 11law, ~~2014~~subject to a final review by U.K.’s Insolvency Services anticipated to be completed two to three months after each company’s files are presented to Insolvency Services by Lameys.

On or about April 14, 2014, the Company issued 212,500 restricted shares of common stock in exchange for a cash investment of $8,500. These shares were exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.52

OnTable ~~or about April 22, 2014 the Company issued 1,585,930 unrestricted shares~~ of its common stock to JMJ Financial in connection with the repayment of convertible debt in the amount of $22,742.23 issued more than six months prior. These shares were exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.Contents

On or about ~~May~~September 2310, 2014, ~~the~~we ~~Company~~entered ~~issued~~into ~~540,000~~a ~~unrestricted~~settlement ~~shares~~agreement with ofthe ~~its~~SEC, ~~common~~wherein ~~stock~~we agreed to ~~Gel~~pay ~~Properties~~a inpenalty ~~connection~~fine ~~with~~of ~~the~~$50,000 ~~repayment~~for offailing ~~convertible~~to ~~debt~~disclose incertain ~~the~~issuances ~~amount~~ of ~~$4,472~~unregistered ~~issued~~securities between ~~more~~December ~~than~~2013 ~~six~~and ~~months~~July ~~prior.~~2014, ~~These~~and ~~shares~~to ~~were~~disclose ~~exempt~~the ~~from~~existence ~~registration~~of ~~under~~the ~~Section~~related ~~4(a)(2)~~financing agreements. As of the ~~Securities~~date ~~Act as~~of ~~transactions~~this filing, by$40,000 anof ~~issuer~~the ~~not~~penalty ~~involving~~payable aremains ~~public offering~~outstanding.

OnIn orthe ~~about~~ordinary ~~May~~course 28of business, we ~~2014~~are afrom ~~holder~~time ofto ~~Series~~time Ainvolved ~~Preferred~~in ~~shares~~various ofpending ~~the~~or ~~Company~~threatened ~~converted~~legal ~~5,000~~actions. ~~Series~~The Alitigation ~~Preferred~~process ~~Stock~~is ~~into~~inherently ~~2,289,220~~uncertain and ~~restricted~~it ~~shares~~is possible that the resolution of ~~its~~such ~~common~~matters ~~stock.~~might ~~These~~have ~~shares~~a ~~were~~material ~~exempt~~adverse ~~from~~effect ~~registration~~upon ~~under~~our ~~Section~~financial ~~4(a)(2)~~condition and/or results of operations. However, in the ~~Securities~~opinion ~~Act~~ of our management, other than as ~~transactions~~set byforth anherein, ~~issuer~~matters currently pending or threatened against us are not ~~involving~~expected to have a ~~public~~material ~~offering~~adverse effect on our financial position or results of operations.

OnITEM or about May 30, 2014 the Company issued 900,000 unrestricted shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $7,453 issued more than six months prior1A. ~~These~~Risk ~~shares were exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.~~Factors

OnAs ora ~~about~~smaller ~~June~~reporting 3company, ~~2014~~we ~~the~~are ~~Company~~not ~~issued~~required ~~1,578,767 unrestricted shares of its common stock~~ to ~~Gel~~provide ~~Properties in connection with~~ the information ~~repayment~~required ~~of convertible debt in the amount of $13,075 issued more than six months prior. These shares were exempt from registration under Section 4(a)(2) of the Securities Act as transactions~~ by anthis ~~issuer not involving a public offering~~Item.

OnITEM ~~or about June 5, 2014 the Company issued 4,262,943 unrestricted shares of its common stock to Redwood Management in connection with the payment of accrued interest in the amount of $29,840~~2.~~60.~~ ~~These~~Unregistered ~~shares~~Sales ~~were exempt from registration under Section 4(a)(2)~~ of ~~the~~Equity Securities ~~Act as~~and ~~transactions~~Use byof ~~an issuer not involving a public offering.~~Proceeds

50During the three months ended September 30, 2014, we issued the following unregistered securities:

OnCommon or about June 6, 2014 the Company issued 3,474,337 unrestricted shares of its common stock to LG Capital Funding in connection with the repayment of convertible debt in the amount of $26,058 issued more than six months prior plus $1,057.53 in accrued interest. These shares were exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.Stock

On or about ~~June~~July 10, 2014, ~~the~~we ~~Company~~ issued 2,~~000~~818,~~000~~337 ~~unrestricted~~ shares of ~~its~~our common stock to ~~Gel~~JMJ ~~Properties~~Financial in connection with the repayment of convertible debt in the amount of $2124,~~827~~012.23. These shares were issued without a restrictive legend under Rule 144 of Section 4(1) of the Securities Act of 1933, as amended, since the debt being converted was more than six months ~~prior~~old. These issuance of the shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as transactions by an issuer not involving a public offering.

On or about ~~June~~July 1214, 2014, ~~the~~we ~~Company~~ issued 18,~~700~~608,~~000~~322 ~~unrestricted~~ shares of ~~its~~our common stock to ~~JMJ~~Redwood ~~Financial~~Fund II, LLC in connection with the repayment of convertible debt in the amount of $1560,~~810~~000. These shares were issued without a restrictive legend under Rule 144 of Section 4(1) of the Securities Act of 1933, as amended, since the debt being converted was more than six months old. These issuance of the shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as transactions by an issuer not involving a public offering.

On or about ~~June~~July 1715, 2014, ~~the~~we ~~Company~~ issued ~~290~~2,~~753~~500,000 ~~unrestricted~~ shares of ~~its~~our common stock to ~~Gel~~GEL Properties, LLC in connection with the of repayment of convertible debt in the amount of $3 $20,~~173~~459. These shares were issued without a restrictive legend under Rule 144 of Section 4(1) of the Securities Act of 1933, as amended, since the debt being converted was more than six months ~~prior~~old. These issuance of the shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act ”) as transactions by an issuer not involving a public offering.

On or about ~~June~~July 1721, 2014, we issued 7,246,377 shares of our common stock to Redwood Fund II, LLC in connection with the ~~Company~~repayment ~~issued~~of ~~400~~convertible debt in the amount of $50,000, ~~restricted~~of which $10,000 was for accrued interest. These shares towere issued without a ~~creditor~~restrictive legend under Rule 144 of ~~former~~Section ~~CFO~~4(1) ~~Darren~~of ~~West.~~the InSecurities ~~exchange~~Act of 1933, ~~the~~as ~~accrued~~amended, ~~salary~~since ~~due~~the ~~Darren~~debt ~~West~~being converted was ~~reduced~~more ~~$17~~than six months old. These issuance of the shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933,~~000~~ as amended (the “Securities Act”) as transactions by an issuer not involving a public offering.

On or about ~~June~~July 1829, 2014, ~~the~~we ~~Company~~ issued 3554,~~342,831unrestricted~~820 shares of ~~its~~our common stock to LGGEL ~~Capital~~Properties, ~~Funding~~LLC in connection with the repayment of convertible debt in the amount of $25 4,~~000~~541. These shares were issued without a restrictive legend under Rule 144 of Section 4(1) of the Securities Act of 1933, as amended, since the debt being converted was more than six months ~~prior plus $71~~old.23 inThese ~~accrued~~issuance ~~interest.~~of ~~These~~the shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act ”) as transactions by an issuer not involving a public offering.

On or about June 18, 2014 the Company issued 2,200,000 unrestricted shares of its common stock to Gel Properties in connection with the repayment of convertible debt in the amount of $19,361 issued more than six months prior. These shares were exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.53

OnTable ~~or about June 19, 2014 the Company issued 8,571,428 unrestricted shares~~ of its common stock to Redwood Fund III in connection with the repayment of convertible debt in the amount of $60,000 issued more than six months prior. These shares were exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering.Contents

On or about ~~June~~September 2412, 2014, ~~the~~we ~~Company~~ issued 23,~~000~~894,~~000~~867 ~~restricted~~ shares of ~~its~~ our common stock ~~for~~to ~~advisory~~Black ~~services~~Mountain ~~rendered~~Equities in ~~2013~~connection with the repayment of convertible debt in the amount of $30,653, of which $1,653 was for accrued interest. These shares were ~~exempt~~issued without a restrictive legend under Rule 144 of Section 4(1) of the Securities Act of 1933, as amended, since the debt being converted was more than six months old. These issuance of the shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as ~~transactions~~amended (the “Securities Act”) as transactions by an issuer not involving a public offering.

On or about ~~June~~September 2723, 2014, ~~the~~we ~~Company~~ issued 7912,~~462,686~~569 ~~unrestricted~~ shares of ~~its~~ our common stock to ~~Redwood~~Union ~~Fund~~Capital, ~~III~~LLC in connection with the repayment of convertible debt in the amount of $505,~~000~~201, of which $202 was for accrued interest. These shares were issued ~~more~~without ~~than~~a ~~six~~restrictive ~~months~~legend ~~prior~~under ~~plus~~Rule ~~$10~~144 of Section 4(1) of the Securities Act of 1933,~~000~~ inas ~~accrued~~amended, ~~interest~~since the debt being converted was more than six months old. These issuance of the shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as ~~transactions~~amended (the “Securities Act”) as transactions by an issuer not involving a public offering.

On or about ~~June~~September 2726, 2014, ~~the~~we ~~Company~~ issued ~~640~~384,~~736~~615 ~~unrestricted~~ shares of ~~its~~our common stock to ~~Gel~~Blue ~~Properties~~Citi in connection with the repayment of convertible debt in the amount of $51,~~639~~000. These shares were issued without a restrictive legend under Rule 144 of Section 4(1) of the Securities Act of 1933, as amended, since the debt being converted was more than six months ~~prior~~old. These issuance of the shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as transactions by an issuer not involving a public offering.

~~For~~On ~~the~~or ~~three~~about ~~month~~September ~~period June~~ 30, 2014, we issued 5,044,110 shares of our common stock to Black Mountain Equities in connection with the ~~Company~~repayment ~~issued~~of aconvertible ~~total~~debt in the amount of ~~119~~$20,~~580~~176,~~336~~ of which 1,176 was for accrued interest. These shares were issued without a restrictive legend under Rule 144 of ~~its~~Section ~~common~~4(1) ~~stock~~of the Securities Act of 1933, ~~representing~~as 18amended, since the debt being converted was more than six months old.6% These issuance of the ~~Company’s~~shares ~~issued~~were ~~and~~exempt from ~~outstanding~~registration ~~shares~~under asSection 4(a)(2) of ~~June~~the 30Securities Act of 1933, ~~2014~~as amended (the “Securities Act”) as transactions by an issuer not involving a public offering.

51Preferred Stock

~~ITEM~~On ~~3 Defaults~~September ~~Upon~~11, ~~Senior~~2014, ~~Securities~~we issued an aggregate of 35,562,651 shares of our Series Y Convertible Preferred Stock to eight different individuals and entities in exchange for the same individuals and entities cancelling an aggregate of 35,605,119 shares of our common stock, pursuant to a board resolution on August 21, 2014. Series Y Convertible Preferred shares are convertible into common shares of the company’s common stock on a one for one basis, at such time as the Company’s authorization limit is increased and sufficient shares are available. The exchange of the 35,562,651 common shares into the same number of Series Y Convertible Preferred Stock was executed so that we could increase the number of issuable shares available to us, as all of our common shares that were not issued and outstanding at the time the time of the exchange, were reserved for convertible note holders.

~~During~~The Series Y Convertible Preferred Shares issued went to certain of our officers and directors, family members of one of the ~~period~~directors, ~~covered~~and one acquaintance of one of the directors, namely: Ian Hobday (4,000,000 shares of Series Y Preferred Stock in exchange for cancelling 4,000,000 shares of our common stock), Hobbers Inc. (an entity controlled by ~~this~~Ian ~~report~~Hobday, ~~there~~6,438,823 ~~were~~shares noof ~~events~~Series Y Preferred Stock in exchange for cancelling 6,438,823 shares of our common stock),Peter Leeds (3,280,392 shares of Series Y Preferred Stock in exchange for cancelling 3,280,392 shares of our common stock, of which ~~are~~400,000 ~~required~~were issued to beAnita ~~reported~~Corey ~~under~~at ~~this~~Peter ~~Item~~Leeds request; the difference 2,880,392 was issued to Peter Leeds), Anita Corey, 63,436 shares of Series Y Preferred Stock in exchange for 63,436 shares of our common stock), Beatrice G. Leeds (a relative of Peter Leed’s, 200,000 shares of Series Y Preferred Stock in exchange for cancelling 200,000 shares of our common stock), Phillip C. Leeds (a relative of Peter Leed’s, 290,000 shares of Series Y Preferred Stock in exchange for cancelling200,000 shares of our common stock), David Leeds (a relative of Peter Leed’s, 290,000 shares of Series Y Preferred Stock in exchange for cancelling 290,000 shares of our common stock),and Carter Read (21,000,000 shares of Series Y Preferred Stock in exchange for cancelling 21,000,000 shares of our common stock). The shares were restricted in accordance with Rule 144.The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 since the investor was either accredited or sophisticated and familiar with our operations.

~~ITEM 4 Mine Safety Disclosures~~54

~~During~~Table ~~the~~of ~~period covered by this report there were no events which are required to be reported under this Item.~~Contents

ITEM ~~5 Other~~3. ~~Information~~Defaults Upon Senior Securities

OnAs ~~March~~a 29September 30, 2014 and currently, at the time of filing this report, we are in default of covenants of our ~~Chief~~Series ~~Financial~~A ~~Officer~~Preferred Shares and ~~Secretary,~~covenants ~~Mr.~~of ~~Darren~~our ~~West~~outstanding convertible notes, ~~passed~~both of ~~away~~which stipulate that we must maintain sufficient shares for both to convert their securities into common shares under the conversion terms specified by their respective agreements. On ~~March~~As 31of September 30, 2014, ~~our~~and ~~Board~~as of ~~Directors~~the ~~appointed~~date ~~Mr.~~of ~~Ian Hobday~~filing, ~~our~~we ~~current~~have ~~Chief~~insufficient ~~Executive~~authorized shares ~~Officer,~~from which to satisfy Preferred A stockholders and convertible note holders’ conversion rights. Other defaults include the ~~positions~~late filing of ~~interim~~our ~~Chief~~SEC ~~Financial~~Form ~~Officer~~10-Q ~~and~~for ~~interim~~the ~~Secretary.~~period Weending ~~plan~~September to30,2014, ~~hire~~the alate ~~new~~filing ~~Chief~~of ~~Financial~~our ~~Officer~~SEC ~~and~~Form ~~Secretary~~10-K asfor ~~soon~~the asperiod ending ~~possible~~December 31, 2014, and ~~until~~the ~~then~~late ~~are~~filing ~~working~~of ~~with~~our aSEC ~~consultant~~Form to10-Q ~~provide~~for athe ~~full~~periods ~~spectrum~~ending ofMarch ~~financial~~31, ~~support~~2015 ~~services~~and June 30, 2015.

ITEM ~~6 Exhibits~~4. Mine Safety Disclosures

3.1 (1)		Articles of Incorporation of Green Automotive Company, filed June 3, 2011
3.2 (1)		Articles of Merger of Green Automotive Company, filed October 19, 2011
3.3 (1)		Articles of Merger between Green Automotive Company and Matter of Time I Co., filed December 13, 2012
3.4 (1)		Amended and Restated Bylaws of Green Automotive Company
10.1 (1)		Advisory Agreement by and between Green Automotive Company and Global Market Advisors, Inc. dated July 19, 2010
10.2 (1)		Credit Agreement by and between Green Automotive Company and Global Trade Finance, Inc. dated January 1, 2012
10.3 (1)		Settlement, General Release and Conversion Agreement by and between Green Automotive Company and Global Trade Finance, Inc. dated June 30, 2012
10.4 (1)		Assignment Agreement by an between Green Automotive Company and Investment Finance IFC Ltd. Dated January 27, 2012
10.5 (1)		Merger Agreement and Plan of Reorganization by and between Green Automotive Company and Matter of Time I Co. dated February 10, 2012 and completed December 12, 2012.
10.6 (1)		Stock Exchange Agreement by and between Green Automotive Company and Liberty Electric Cars Ltd. Dated June 28, 2012
10.7 (1)		Amendment No. 1 to Stock Exchange Agreement by and between Green Automotive Company and Liberty Electric Cars Ltd. Dated December 4, 2012
10.8 (1)		Stock Purchase Agreement by and between Green Automotive Company and First Market Services dated June 29, 2012
10.9 (1)		Acquisition and Stock Exchange Agreement by and between Green Automotive Company and Newport Coachworks, Inc. dated October 12, 2012
10.10 (1)		Amended and Restated Independent Contractor Agreement by and between Liberty Electric Cars Ltd. and Ian Hobday dated December 4, 2012
10.11 (1)		Amended and Restated Independent Contractor Agreement by and between Liberty Electric Cars Ltd. and Darren West dated December 4, 2012
10.12 (1)		Employment Agreement by and between Newport Coachworks, Inc. and Carter Read dated October 2012
10.13 (1)		Distribution Agreement by and between Newport Coachworks, Inc. and Don Brown Bus Sales, Inc. dated November 1, 2012
10.14 (1)		Employment Agreement with Mark Aubry dated December 17, 2012
10.15 (1)		Stock Purchase Agreement by and between Green Automotive Company and First Market Services dated November 20, 2012
10.16 (1)		Stock Purchase Agreement by and between Green Automotive Company and Mark E. Crone and Bosch Equities, LP dated September 1, 2011

During the period covered by this report there were no events which are required to be reported under this Item.

52ITEM 5. Other Information

10.17 (1)		Exchange Agreement by and between Green Automotive Company and Investment Finance Company IFC Limited dated March 31, 2012
10.18 (2)		Investment Agreement with Kodiak Capital Group, LLC dated March 14, 2013
10.19 (2)		Registration Rights Agreement with Kodiak Capital Group, LLC dated March 14, 2013
10.20 (3)		Acquisition and Stock Exchange Agreement by and between Green Automotive Company, Liberty Electric Cars Ltd. and GoinGreen Limited dated February 28, 2013
10.21 (4)		Securities Purchase Agreement with Auctus Private Equity Fund, LLC, dated August 26, 2013
10.22 (4)		Promissory Note issued to Auctus Private Equity Fund LLC, dated August 26, 2013
10.23 (4)		Securities Purchase Agreement with LG Capital Funding, LLC, dated August 21, 2013
10.24 (4)		Promissory Note issued to LG Capital Funding, LLC, dated August 21, 2013
10.25 (5)		Services Agreement by and between Navistar, Inc. and Liberty Electric Cars Ltd. dated May 3, 2011
10.26 (6)		Summary of Amendment to D Distribution Agreement by and between Newport Coachworks, Inc. and Don Brown Bus Sales, Inc. dated November 1, 2012
10.27 (7)		Acquisition and Stock Exchange Agreement by and between Green Automotive Company, the BMI Entities and the BMI Entity Shareholders dated February 17, 2014
10.28 (7)		Amendment No. 1 to the Blackhawk Agreement dated February 20, 2014
10.29 (7)		Amendment No. 2 to the Blackhawk Agreement dated March 4, 2014
10.30 (7)		Amendment No. 3 to the Blackhawk Agreement dated March 17, 2014
10.31 (7)		Amendment No. 4 to the Blackhawk Agreement dated April 14, 2014
10.32 (7)		Consulting Agreement with Floyd Sanders dated April 8, 2014
10.33 (7)		Consulting Agreement with Sergio Larios dated April 8, 2014
10.34 (7)		Consulting Agreement with Carlos Larios dated April 8, 2014
10.35 (7)		Consulting Agreement with Lin Austin dated April 8, 2014
21.1*		List of Subsidiaries
31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer
32.1*		Section 1350 Certification of Chief Executive Officer
32.2*		Section 1350 Certification of Chief Accounting Officer
101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

Disposition of Our United Kingdom-based Subsidiaries’ Assets, Liabilities and Operations

*We ~~Filed~~began ~~herewith~~to wind down Footloose 4X4 Limited (Footloose), a subsidiary of Liberty Electric Company Limited (LEC), based in Newton Abbot, Devon, United Kingdom at the end of 2013. A formal petition to liquidate Footloose was presented on July 3, 2014 and a formal Resolution for Voluntary Winding-up was granted August 27, 2014. Legal representation of the liquidation was facilitated by Everys Solicitors, an insolvency practitioner firm based in the United Kingdom (U.K.). As Footloose was never formalized as part of the GAC group, its financial operations were never consolidated into our financials.

**On ~~XBRL~~or ~~(Extensible~~about ~~Business~~July ~~Reporting~~28, ~~Language)~~2014, ~~information~~we iscontacted ~~furnished~~Lameys, ~~and~~an ~~not~~insolvency ~~filed~~practitioner firm orbased ain ~~part~~the ofUnited aKingdom ~~registration~~(U.K.), ~~statement or prospectus~~ for ~~purposes~~advice ofon ~~Sections 11~~the ordisposition 12 of the ~~Securities~~liabilities ~~Act~~and assets of ~~1933,~~Going asGreen ~~amended,~~Limited isand Liberty ~~deemed~~Electric ~~not~~Cars ~~filed~~Limited ~~for~~(LEC), ~~purposes~~along ofwith ~~Section 18~~each of ~~the~~LEC’s ~~Securities~~wholly ~~Exchange~~owned ~~Act of 1934~~subsidiaries, asexcluding ~~amended~~Footloose, each organized and ~~otherwise~~operated isin ~~not~~the ~~subject~~U.K. toLameys ~~liability~~was subsequently retained under ~~these~~the ~~sections~~terms and conditions described below.

~~(1)~~The ~~Incorporated~~decision byto ~~reference~~pursue ~~from~~liquidation ~~our~~for ~~Current~~each ~~Report~~of these companies was based on ~~Form~~management’s 8-assessment of its U.K. ~~filed~~operations ~~with~~and the ~~Commission~~working oncapital ~~December~~requirements ~~20,~~to ~~2012~~maintain these operations.

~~(2)~~On ~~Incorporated~~or byabout ~~reference~~August ~~from~~15, ~~our~~2014, ~~Current~~the ~~Report~~Company’s onsubsidiaries ~~Form~~based in 8-the U.K., ~~filed~~including Going Green Limited and Liberty Electric Cars Limited (LEC), along with ~~the~~each ~~Commission~~of onLEC’s ~~March~~wholly 19owned subsidiaries, ~~2013~~ceased business operations.

~~(3)~~On ~~Incorporated~~August by21, ~~reference~~2014 ~~from~~Director ~~our~~Nicholas ~~Current~~Hewson ~~Report~~resigned onas ~~Form~~a ~~8-K~~director of ~~filed~~Green Automotive with ~~the~~his ~~Commission~~resignation effective that day. Mr. Hewson’s resignation was not related to any disagreement with us on ~~August~~any 15matter relating to our operations, ~~2013~~policies and practices. Mr. Hewson, who resides in the United Kingdom and is retired, informed the board that the geographic separation caused by our decision to liquidate the U.K. businesses and resulting shift of focus to U.S. operations – namely Newport Coachworks, made Mr. Hewson’s ability to devote the time required to perform his oversight functions as a director more difficult. We accepted Mr. Hewson’s resignation and expressed appreciation for the services he performed as a director.

Between August 26 and September 11, 2014, Lameys caused notices of creditors committee meetings to be sent to the following subsidiaries of GAC: Going Green Limited and Liberty Electric Cars Limited (4LEC), ~~Incorporated~~and byto ~~reference~~LEC’s ~~from~~subsidiaries ~~our~~LEC ~~Registration~~2 ~~Statement~~Limited on(LEC2), ~~Form~~LEC SEurope Limited (LEC-~~1/A~~EU) ~~filed~~and ~~with~~OEC ~~the~~International ~~Commission~~Limited (OEC). onOEC ~~November~~is 12wholly owned by LEC, ~~2013~~but was never included within the GAC group of companies.

~~(5) Incorporated by reference from our Amended Current Report on Form 8-K/A filed with the Commission on June 17, 2013.~~55

~~(6)~~Table ~~Incorporated~~of ~~by reference from our Amended Current Report on Form 8-K/A filed with the Commission on November 29, 2013.~~Contents

~~(7)~~The ~~Incorporated~~purpose byof ~~reference~~the creditors committee meetings held in late September 2014 was to conduct voluntary liquidations of these companies in accordance with Section 98 of the U.K. Insolvency Act of 1986. At the meetings, a creditors’ voluntary liquidation of these companies was agreed upon. Under the procedure, Lameys supervised and conducted a sale, or other dispositions, of the assets of the U.K. subsidiaries. Lameys will use the proceeds from ~~our~~these ~~Current~~asset dispositions ~~Report~~to onpay ~~Form~~outstanding 8-liabilities of the subsidiaries in a manner determined and approved by the creditors. As a result, we believe the U.K. ~~filed~~subsidiaries ~~with~~will be released of all financial liabilities to their creditors, through proceeds from the ~~Commission~~liquidated assets onor ~~April~~elimination 17as permitted by operation of U.K. law, ~~2014~~subject to a final review by U.K.’s Insolvency Services anticipated to be completed two to three months after each company’s files are presented to Insolvency Services by Lameys.

53Included in the liabilities summarized by Lameys, were payables due to former CFO Darren West (deceased) and CEO Ian Hobday in the amounts of £198,106 and £145,949, respectively. As their working relationship with us was governed by consulting agreements with Liberty Electric Company, and not GAC, our liability to them ended with the voluntary insolvency of LEC, which was initiated by Mr. Hobday. A claimed payable of $260,898 due to Petra Beitl, as stated in our 10-Q filed for the period ending June 30, 2014, was not listed amongst LEC’s creditors by Lameys. However, as Ms. Beitl’s consulting agreement was with LEC, any outstanding payable to her ended with the voluntary insolvency of LEC.

~~SIGNATURES~~With creditors’ approval, on or about August 27, 2014, former LEC and Going Green staff members, led by Clive Southwell, a director of the U.K. businesses at the time LEC and Going Green ceased operations, along with financial support from former GAC director Nicholas Hewson and our then CEO Ian Hobday, purchased the assets of Going Green through a company they organized, Clean Transport and Technology Limited (CTT) for a purchase price of £22,800 (£19,000 plus £3,280 value added tax (VAT)) and the assets of LEC2 for £7,200 (£6,000 plus £1,200 VAT) for a total of £30,000. The assets of LEC2 consisted primarily of spare parts and batteries, and the assets of Going Green consist primarily of parts, equipment and used vehicles. The sale proceeds were paid to Lameys and the sales were approved at the respective creditors’ committee meetings when they were held. The proceeds are to be distributed to the creditors of the respective subsidiaries upon or before final settlement of the liquidation procedures. We were advised by Lameys that the likelihood of an objection to this transaction was minimal since the value of the transaction was supported by independent valuation of the assets obtained by Lameys prior to accepting the purchase price into escrow.

~~Pursuant~~Ian G. Hobday, our then CEO and a director of LEC, LEC2 and LEC-EU at the time these companies ceased operations, made an investment of £5,000 in CTT in the form of a loan to assist CIT in the ~~requirements~~acquisition of the ~~Securities~~assets. ~~Exchange~~Mr. ~~Act~~Hobday’s investment comprised 16.67% of ~~1934~~the liquidated assets’ purchase price. Similarly, Mr. ~~the~~Nicholas ~~registrant~~Hewson, ~~has~~a ~~duly~~former ~~caused~~director ~~this~~of ~~report~~GAC to(Mr. beHewson ~~signed~~resigned onas ~~its~~one ~~behalf~~of our directors effective August 21, 2014), made an equity investment of £5,000 in CTT. Mr. Hewson’s investment comprised 16.67% of the liquidated assets’ purchase price. Collectively, the investments by Mr. Hobday and Mr. Hewson comprised 33.33% of the ~~undersigned~~liquidated ~~thereunto~~assets’ ~~duly~~purchase ~~authorized~~price (including Value Added Tax (VAT)). The terms and exact dates of Mr. Hobday and Mr. Hewson’s investments were not disclosed to us.

	Green Automotive Company a Nevada corporation
Dated: September 4, 2014		/s/ Ian G. Hobday
	By:	Ian G. Hobday
	Its:	Chief Executive Officer

Lameys commenced final documentation and submitted its recommendations to the U.K.’s “Insolvency Services” for final review and approval. Insolvency Services then conducted both an investigative and administrative review process.

~~EXHIBIT~~The ~~INDEX~~final disposition of LEC is subject to receiving payment of £15,000 (approximately $24,350) from us. The payment amount is for funds received by GAC when we sold LEC’s investment in Powabyke. The proceeds of that sale should have gone to LEC, but instead we received those funds. Because LEC was in liquidation at the time Powabyke was sold, all LEC funds (and all funds owed LEC) were under the control of the liquidator and should have been forwarded to LEC. Thus, GAC must return the received proceeds (£15,000) by rendering payment to the liquidator.

~~Exhibit No.~~56

~~Document~~Table of Contents

~~31.1~~Series Y Preferred Stock

~~Certification~~On ~~Pursuant~~September to2, ~~Rule~~2014, ~~13a-14(~~we filed a) Certificate of Designation with the ~~Securities~~Nevada ~~Exchange~~Secretary ~~Act~~of State in connection with the creation of ~~1934,~~a class of shares designated by our Board of Directors as ~~Adopted~~the “Series ~~Pursuant~~Y Preferred Shares” with the characteristics described below. The purpose of the Series Y Preferred Shares is to ~~Section~~create ~~302~~additional authorized shares of common stock by permitting the ~~Sarbanes~~return –of ~~Oxley~~issued ~~Act~~and outstanding shares of ~~2002~~common stock held our management and others to the treasury for cancellation and to be available for original issuance. In return for the submission of the shares of common stock for cancellation, each participating shareholder shall receive an identical number of restricted Series Y Preferred Shares. The total number of issued and outstanding shares of common stock that may be subject to this arrangement is forty million (40,000,000) shares of common stock and an equivalent number of Series Y Preferred Shares. A total of 35,415,592 shares of common stock have been returned for cancellation and an equivalent number of restricted shares of Series Y Preferred Stock have been issued to the participants.

~~31.2~~57

~~Certification~~Table ~~Pursuant to Rule 13a-14(a)~~ of ~~the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes – Oxley Act of 2002.~~Contents

~~32.1~~ITEM 6, Exhibits

Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.

3.1 (1)		Articles of Incorporation of Green Automotive Company, filed June 3, 2011
3.2 (1)		Articles of Merger of Green Automotive Company, filed October 19, 2011
3.3 (1)		Articles of Merger between Green Automotive Company and Matter of Time I Co., filed December 13, 2012
3.4 (1)		Amended and Restated Bylaws of Green Automotive Company
10.1 (1)		Advisory Agreement by and between Green Automotive Company and Global Market Advisors, Inc. dated July 19, 2010
10.2 (1)		Credit Agreement by and between Green Automotive Company and Global Trade Finance, Inc. dated January 1, 2012
10.3 (1)		Settlement, General Release and Conversion Agreement by and between Green Automotive Company and Global Trade Finance, Inc. dated June 30, 2012
10.4 (1)		Assignment Agreement by an between Green Automotive Company and Investment Finance IFC Ltd. Dated January 27, 2012
10.5 (1)		Merger Agreement and Plan of Reorganization by and between Green Automotive Company and Matter of Time I Co. dated February 10, 2012 and completed December 12, 2012.
10.6 (1)		Stock Exchange Agreement by and between Green Automotive Company and Liberty Electric Cars Ltd. Dated June 28, 2012
10.7 (1)		Amendment No. 1 to Stock Exchange Agreement by and between Green Automotive Company and Liberty Electric Cars Ltd. Dated December 4, 2012
10.8 (1)		Stock Purchase Agreement by and between Green Automotive Company and First Market Services dated June 29, 2012
10.9 (1)		Acquisition and Stock Exchange Agreement by and between Green Automotive Company and Newport Coachworks, Inc. dated October 12, 2012
10.10 (1)		Amended and Restated Independent Contractor Agreement by and between Liberty Electric Cars Ltd. And Ian Hobday dated December 4, 2012
10.11 (1)		Amended and Restated Independent Contractor Agreement by and between Liberty Electric Cars Ltd. And Darren West dated December 4, 2012
10.12 (1)		Employment Agreement by and between Newport Coachworks, Inc. and Carter Read dated October 2012
10.13 (1)		Distribution Agreement by and between Newport Coachworks, Inc. and Don Brown Bus Sales, Inc. dated November 1, 2012
10.14 (1)		Employment Agreement with Mark Aubry dated December 17, 2012
10.15 (1)		Stock Purchase Agreement by and between Green Automotive Company and First Market Services dated November 20, 2012
10.16 (1)		Stock Purchase Agreement by and between Green Automotive Company and Mark E. Crone and Bosch Equities, LP dated September 1, 2011
10.17 (1)		Exchange Agreement by and between Green Automotive Company and Investment Finance Company IFC Limited dated September 30, 2012
10.18 (2)		Investment Agreement with Kodiak Capital Group, LLC dated March 14, 2013
10.19 (2)		Registration Rights Agreement with Kodiak Capital Group, LLC dated March 14, 2013
10.20 (3)		Acquisition and Stock Exchange Agreement by and between Green Automotive Company, Liberty Electric Cars Ltd. and Going Green Limited dated February 28, 2013
10.21 (4)		Securities Purchase Agreement with Auctus Private Equity Fund, LLC, dated August 26, 2013
10.22 (4)		Promissory Note issued to Auctus Private Equity Fund LLC, dated August 26, 2013
10.23 (4)		Securities Purchase Agreement with LG Capital Funding, LLC, dated August 21, 2013
10.24 (4)		Promissory Note issued to LG Capital Funding, LLC, dated August 21, 2013
10.25 (5)		Services Agreement by and between Navistar, Inc. and Liberty Electric Cars Ltd. dated May 3, 2011
10.26 (6)		Summary of Amendment to D Distribution Agreement by and between Newport Coachworks, Inc. and Don Brown Bus Sales, Inc. dated November 1, 2012
10.27 (7)		Acquisition and Stock Exchange Agreement by and between Green Automotive Company, the BMI Entities and the BMI Entity Shareholders dated February 17, 2014
10.28 (7)		Amendment No. 1 to the Blackhawk Agreement dated February 20, 2014
10.29 (7)		Amendment No. 2 to the Blackhawk Agreement dated March 4, 2014
10.30 (7)		Amendment No. 3 to the Blackhawk Agreement dated March 17, 2014
10.31 (7)		Amendment No. 4 to the Blackhawk Agreement dated April 14, 2014
10.32 (7)		Consulting Agreement with Floyd Sanders dated April 8, 2014
10.33 (7)		Consulting Agreement with Sergio Larios dated April 8, 2014
10.34 (7)		Consulting Agreement with Carlos Larios dated April 8, 2014
10.35 (7)		Consulting Agreement with Lin Austin dated April 8, 2014

~~32.2~~58

~~Certification~~Table ~~Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906~~ of ~~the Sarbanes – Oxley Act of 2002.~~Contents

21.1*		List of Subsidiaries
31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer
32.1*		Section 1350 Certification of Chief Executive Officer
32.2*		Section 1350 Certification of Chief Accounting Officer

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on December 20, 2012.

(2) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 19, 2013.

(3) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on August 15, 2013.

(4) Incorporated by reference from our Registration Statement on Form S-1/A filed with the Commission on November 12, 2013.

(5) Incorporated by reference from our Amended Current Report on Form 8-K/A filed with the Commission on June 17, 2013.

(6) Incorporated by reference from our Amended Current Report on Form 8-K/A filed with the Commission on November 29, 2013.

(7) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 17, 2014.

Table of Contents

SIGNATURES

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

	Green Automotive Company a Nevada corporation


Dated: January 15, 2016		/s/ Ben Rainwater
	By:	Ben Rainwater
	Its:	CEO

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