UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~[X]~~ QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15 (dD) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OF THE ~~the~~SECURITIES ~~quarterly~~EXCHANGE ~~period~~ACT ~~ended:~~OF ~~September 30, 2015~~1934

~~[ ] TRANSITION REPORT~~FOR ~~UNDER SECTION 13 OR 15(d) OF~~ THE ~~SECURITIES~~QUARTERLY ~~EXCHANGE~~PERIOD ~~ACT~~ENDED OFMARCH ~~1934~~31, 2016

~~For~~COMMISSION FILE ~~the transition period from~~NO.: 000-51688

~~Commission file number: 000-51688~~BITZIO, INC.

~~BITZIO, INC.~~ (Exact name of registrant as specified in its charter)

Nevada		16-1734022
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction		(IRS Employer
9625 Cozycroft Avenue, Suite A Chatsworth, CA		91311
of incorporation or organization)		Identification No.)
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number (866) 824-7881

9186 Independence Avenue, Chatsworth, CA		91306
(Address of principal executive offices)		(Zip Code)

(~~Former name, former address and former fiscal year, if changed since last report~~818) 775-0339

~~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~~Registrant’s ~~the~~telephone ~~preceding 12 months (or for such shorter period that the registrant was required to file such reports~~number)~~, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]~~

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

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

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

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

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

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

As of July 7, 2016, there were 7,720,704,217 shares of common stock outstanding.

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

~~Large~~QUARTERLY REPORT ~~accelerated~~ON ~~filer~~FORM ~~[ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company)~~10Q

~~Indicate by check mark whether the~~FOR ~~registrant~~THE isFISCAL aQUARTER ~~shell~~ENDED ~~company~~MARCH ~~(as~~31, ~~defined in Rule 12b-2 of the Act). Yes [ ] No [X]~~2016

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 19, 2015 the number of shares of the registrant’s classes of common stock outstanding was 7,320,754,217.

TABLE OF CONTENTS

		Page Numbers
		Page No
Part I – Financial Information
Part I	Financial Information
	Proviso Regarding Forward-Looking Statements	3
Item 1	Financial Statements	3
Item 1.	Financial Statements (Unaudited)	F-1
	Consolidated Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015	3
	Consolidated Balance Sheets	F-1
	Consolidated Statements of Operations for the Three Months Ended March 31, 2016 (unaudited) and 2015 (unaudited)	4
	Consolidated Statements of Operations	F-2
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 (unaudited) and 2015 (unaudited)	5
	Consolidated Statements of Cash Flows	F-3
	Notes to Consolidated Financial Statements	6
	Notes to Consolidated Financial Statements	F-4
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3	Quantitative and Qualitative Disclosures about Market Risk	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4	Controls and Procedures	32
Item 4.	Controls and Procedures	7
Part II	Other Information
Part II – Other Information
Item 1	Legal Proceedings	33
Item 1.	Legal Proceedings	9
Item 1A	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	9
Item 3	Defaults upon Senior Securities	33
Item 4.	Mine Safety Disclosures	9
Item 4	Mine Safety Disclosures	33
Item 5.	Other Information	9
Item 5	Other Information	33
Item 6.	Exhibits	9
Item 6	Exhibits	34
	Signatures	1035

PART I – FINANCIAL INFORMATION

~~Proviso Regarding~~ITEM ~~Forward-Looking~~1 ~~Statements~~FINANCIAL STATEMENTS

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptionsBITZIO, ~~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 OperationsINC.” ~~Forward-looking~~AND ~~statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.~~SUBSIDIARIES

~~Forward-looking statements are not~~CONSOLIDATED ~~guarantees~~BALANCE 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.SHEETS

~~The~~AS OF ~~results~~MARCH ~~for the period ended September 30~~31, ~~2015~~2016 ~~are~~(UNAUDITED) ~~not~~AND ~~necessarily~~DECEMBER indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 1531, 2015.

	3/31/2016			12/31/2015
ASSETS

Current Assets:
Cash	$	1,152,725		$	1,929,832
Accounts receivable, net of doubtful accounts		364,763			311,763
Deposits, current		—			400,000
Inventories, net		644,371			635,482
Due from affiliates		—			180,865
Loans receivable		160,500			160,500
Prepaid expenses and other assets		27,365			28,558
Total current assets		2,349,724			3,647,000

Other Assets:
Intangible assets, net		128,442			224,589
Fixed assets, net		22,500			23,333
Due from affiliate		474,487			—
Minority investment in subsidiary		3,219,876			3,360,355
Costs in excess of billings		—			9,107
Other receivables		2,940			—
Deposits		69,730			69,730
Total other assets		3,917,975			3,687,113

TOTAL ASSETS		6,267,699			7,334,113

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable		1,913,724			1,866,785
Accrued expenses		1,265,039			1,454,020
Income tax payable		151,020			151,020
Accrued interest payable		288,225			820,654
Accrued interest payable – related party		397,314			378,267
Billings in excess of costs		47,841			—
Notes payable, net		373,367			354,981
Notes payable – related party		310,100			310,100
Current portion of convertible notes, net		854,538			839,718
Current portion of convertible debentures, net		112,909			2,366,426
Current portion of convertible debentures, net – related party		1,656,547			1,652,270
Derivative liabilities		13,012,330			11,185,625
Contingent liability		41,000			41,000
Amounts due to minority shareholders		158,284			158,284
Total current liabilities		20,582,239			21,579,150

Long term Liabilities:
Convertible debentures		956,168			400,586
Convertible debentures – related party		200,000			325,000
Redeemable preferred stock Series C, $0.001 par value; 999 shares authorized; 0 and 999 shares issued and outstanding, respectively		—			—
Total long term liabilities		1,156,168			725,586

Total Liabilities		21,738,407			22,304,736

Redeemable preferred stock Series E, $0.001 par value; 520,000 shares authorized; 320,000 and 0 shares issued and outstanding, redemption amount of $0		25,149			8,767

Stockholders’ Equity (Deficit):
Preferred Series A stock: $0.001 par value; 2,500,000 shares authorized; 2,043,120 and 2,043,120 shares issued and outstanding, respectively		2,043			2,043
Preferred Series B stock: $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding, respectively		—			—
Preferred Series D stock: $0.001 par value; 15,750 shares authorized; in 2016, 0 and 0 shares issued and outstanding, respectively; in 2015, 15,750 and 0 shares issued and outstanding, respectively		—			—
Preferred Series E stock: $0.001 par value; 520,000 shares authorized; 200,000 and 200,000 shares issued and outstanding, respectively		200			200
Preferred Series F stock: $0.001 par value; 800,000 shares authorized; 800,000 and 800,000 shares issued and outstanding, respectively		800			800
Common Stock: $0.0001 par value, 10,000,000,000 authorized; 7,620,754,217 and 7,320,754,217 shares issued and outstanding, respectively		7,620,755			7,320,755
Additional paid in capital		12,349,295			12,463,791
Common stock subscription payable		181,074			181,074
Accumulated deficit		(30,564,047	)		(30,149,913	)
Bitzio, Inc. stockholders’ equity (deficit)		(10,384,731	)		(10,172,485	)

Non-controlling interest		(5,085,977	)		(4,798,138	)

Total stockholders’ equity (deficit)		(15,470,708	)		(14,970,623	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	6,267,699		$	7,334,113

The notes to the Consolidated Financial Statements are an integral part of these statements.

~~ITEM 1~~BITZIO, INC. ~~FINANCIAL~~AND ~~STATEMENTS~~SUBSIDIARIES

~~BITZIO,~~CONSOLIDATED STATEMENTS ~~INC~~OF OPERATIONS (UNAUDITED)

~~Consolidated~~FOR ~~Balance~~THE ~~Sheets~~THREE MONTHS ENDED MARCH 31, 2016 AND 2015

	September 30, 2015			December 31, 2014
	Three Months Ended
	(unaudited)
	3/31/2016			3/31/2015
Assets
Revenue	$	949,802		$	1,038,253
Current Assets
Costs of goods sold		106,385			341,182
Cash and cash equivalents	$	60		$	3,829
Gross profit		843,417			697,071
Accounts receivable, net		6,690			24,538
Operating expenses:
Prepaid expenses and other current assets		215,808			560,631
Sales, general and administrative expenses		1,125,460			1,612,294
Inventory		215,162			219,416
Research and development		—			320,590
Total Current Assets		437,720			808,414
Total operating expenses		1,125,460			1,932,884
Other Assets
Loss from operations		(282,043	)		(1,235,813	)
Intangible assets, net		487,765			589,044
Other Income (Expense):
Fixed assets, net		24,167			2,724
Gain (loss) on extinguishment of debt		2,551,613			(931,434	)
Other receivable		3,540			1,192
Other expense		(75,000	)		—
Notes receivable		25,979			25,979
Amortization of note discount		(646,554	)		—
Total Other Assets		541,451			618,939
Equity loss from investee		(140,479	)		—
Total Assets	$	979,171		$	1,427,353
Foreign currency transaction gain (loss)		(7,806	)		19,992
Liabilities and Stockholders’ Deficit
Change in fair value of derivative instruments		(1,625,532	)		2,832,835
Current Liabilities:
Change in fair value of derivative instruments – affiliate		(204,444	)		(12,833	)
Accounts payable and accrued liabilities		1,282,669			1,290,802
Interest expense		(243,353	)		(926,318	)
Related party payable		169,938			163,666
Interest expense – related party		(17,047	)		(40,472	)
Notes payable, net of discount		354,810			327,681
Total other income (expense), net		(408,602	)		941,770
Convertible notes, net of discount		931,939			756,982
Income (loss) before provision for income taxes		(690,645	)		(294,043	)
Related party convertible notes, net of discount		450,000			150,000
Provision for income taxes		(2,520	)		—
Contingent liabilities		74,000			101,000
Net income (loss)		(693,165	)		(294,043	)
Derivative liability		886,723			3,212,200
Net loss attributable to non-controlling interest		(295,413	)		(300,676	)
Total Current Liabilities		4,150,079			6,002,331
Net income (loss) attributable to Company	$	(397,752	)	$	6,633
Long term notes payable, net of discount		-			-
Preferred Stock dividends		(16,382	)		—
Redeemable preferred stock series C, $0.001 par value; 999 shares authorized; 999 shares issued and outstanding		-			-
Net income (loss) attributable to common shareholders	$	(414,134	)	$	6,633
Total Liabilities		4,150,079			6,002,331
Weighted average common shares outstanding, basic		7,577,897,074			3,718,144,025
Stockholders’ Deficit:
Weighted average common shares outstanding, diluted		7,577,897,074			3,718,144,025
Preferred stock series A, $0.001 par value; 25,000,000 shares authorized; 2,043,120 shares issued and outstanding		2,043			2,043
Earnings (Loss) per Share - Basic:
Preferred stock series B, $0.001 par value; 1,000,000 shares authorized; 1,000,000 and 1,000,000 shares issued and outstanding, respectively		1,000			1,000
Income (loss) from continuing operations	$	(0.00	)	$	(0.00	)
Preferred stock series D, $0.001 par value; 1,000,000 shares authorized; 15,750 and nil shares issued and outstanding, respectively		-			-
Net income (loss) per share – basic	$	(0.00	)	$	(0.00	)
Common stock, $0.001 par value; 10,000 ,000,000 shares authorized; 7,320,754,217 and 2,948,694,586 shares issued and outstanding, respectively		7,320,754			2,948,696
Earnings (Loss) per Share - Diluted:
Additional paid in capital		15,874,782			19,199,481
Income (loss) from continuing operations	$	(0.00	)	$	(0.00	)
Stock to be issued		118,564			120,438
Net income (loss) per share – diluted	$	(0.00	)	$	(0.00	)
Stock subscriptions payable		181,074			181,074
Accumulated deficit		(26,645,556	)		(27,026,191	)
Total Bitzio, Inc. stockholders’ deficit		(3,147,339	)		(4,573,459	)
Non-controlling interest		(23,569	)		(1,519	)
Total stockholders’ deficit		(3,170,908	)		(4,574,978	)
Total Liabilities and Stockholders’ Deficit	$	979,171		$	1,427,353

The ~~accompanying~~ notes to the Consolidated Financial Statements are an integral part of these ~~consolidated financial~~ statements.

~~F-1~~4

BITZIO, INC. AND SUBSIDIARIES

~~Consolidated Statements~~CONSOLIDATED ofSTATEMENTS ~~Operations~~OF CASH FLOWS (UNAUDITED)

~~(Unaudited)~~FOR THE THREE months ended MARCH 31, 2016 AND 2015

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended
	2015			2014			2015			2014
	3/31/2016			3/31/2015
Revenues	$	117,549		$	207,804		$	339,008		$	295,058
CASH FLOWS FROM OPERATING ACTIVITIES
Cost of Good Sold		75,272			48,696			214,800			48,696
Net income (loss)	$	(693,165	)		(294,043	)
Gross Profit		42,277			159,108			124,208			246,362
Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities:
Operating Expenses
Amortization of intangibles		96,980			108,402
Professional fees		22,554			94,842			126,709			456,421
Loss (gain) on extinguishment of debt		(2,551,613	)		931,434
General and administrative		319,779			186,843			1,054,871			407,249
Loss (gain) on foreign currency transaction		7,806			(19,992	)
Total operating expenses		342,333			281,685			1,181,580			863,670
Stock issued for services		84,702			—
Loss from Operations		(300,056	)		(122,577	)		(1,057,372	)		(617,308	)
Change in fair value of derivatives		1,829,976			(2,820,002	)
Other Income (Expense)
Recognition of intrinsic value of beneficial conversion feature		—			348,261
Interest expense		(48,593	)		(270,660	)		(540,415	)		(613,610	)
Amortization of debt discounts on convertible notes		657,406			14,530
Change in derivative liability		96,557			440,137			2,920,445			278,879
Origination interest on convertible notes payable		—			311,349
Foreign currency transaction gain (loss)		(118	)		15,611			13,803			16,729
Equity losses from investee		140,479			—
Loss on extinguishment of debt		-			(39,928	)		(977,876	)		(42,778	)
Changes in operating assets and liabilities:
Total other income (expense)		47,846			145,160			1,415,957			(360,780	)
Accounts receivable		(55,937	)		403,745
Income (Loss) Before Income Taxes		(252,210	)		22,583			358,585			(978,088	)
Prepaid expenses		1,194			68,367
Provision For Income Taxes		-			-			-			-
Deposits		400,000			—
Net Income (Loss) before Non-controlling Interest		(252,210	)		22,583			358,585			(978,088	)
Inventory		(8,889	)		(3,661	)
Net Loss Attributable to Non-controlling Interest		(7,350	)		(14,700	)		(22,050	)		(19,894	)
Billings in excess		56,947			61,114
Net Income (Loss) Attributable to Bitzio, Inc	$	(244,860	)	$	37,283		$	380,635		$	(958,194	)
Deferred revenue		—			44,550
Earnings (Loss) Per Share
Accrued interest		89,715			222,932
Basic	$	(0.00	)	$	0.00		$	0.00		$	0.00
Accrued interest – related party		17,047			6,472
Diluted	$	(0.00	)	$	0.00		$	0.00		$	(0.00	)
Related party payables		308,688			(1,006	)
Earnings (Loss) Per Share attributable to Bitzio shareholders
Accounts payable and accrued expenses		(77,486	)		218,358
Basic	$	(0.00	)	$	0.00		$	0.00		$	(0.00	)
Net cash provided by (used in) operating activities		303,849			(399,189	)
Diluted	$	(0.00	)	$	0.00		$	0.00		$	(0.00	)
CASH FLOW FROM INVESTING ACTIVITIES
Weighted Average Common Shares
Loans to affiliates		(609,566	)		—
Basic		6,638,901,800			888,365,195			5,184,281,206			472,611,362
Cash acquired in acquisition		—			18,029
Diluted		6,638,901,800			2,119,294,695			17,575,497,712			472,611,362
Net cash provided (used in) by investing activities		(609,566	)		18,029
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		—			(8,737	)
Proceeds from convertible notes payable		—			75,000
Repayment of convertible debentures		(471,390	)		(128,869	)
Net cash provided by (used in) financing activities		(471,390	)		(62,606	)
Net increase (decrease) in cash		(777,107	)		(443,766	)
Cash at beginning of period		1,929,832			590,850
Cash at end of period	$	1,152,725		$	147,084

The ~~accompanying~~ notes to the Consolidated Financial Statements are an integral part of these ~~consolidated financial~~ statements.

~~F-2~~5

BITZIO, INC. AND SUBSIDIARIES

~~Consolidated Statements~~NOTES ofTO ~~Cash~~CONSOLIDATED ~~Flows~~FINANCIAL STATEMENTS

~~(Unaudited)~~NOTE 1 BASIS OF PRESENTATION

	Nine Months Ended September 30,
	2015			2014
Cash Flows from Operating Activities
Net Income (Loss)		380,635			(958,194	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Net income attributable to non-controlling interest		(22,050	)		(19,894	)
Depreciation and amortization		365,526			32,500
Common Stock issued for services		81,821			25,063
Loss on extinguishment of debt		977,876			42,778
Loss (Gain) on Foreign currency transaction		(13,803	)		(16,729	)
Gain on contingent liabilities		(27,000	)		-
Amortization of debt discounts on convertible notes		46,297			65,741
Amortization of debt discounts on notes payable		534			-
Origination interest on convertible notes payable		493,026			466,605
Change in derivative liabilities		(2,920,445	)		(278,879	)
Changes in operating assets and liabilities:
Accounts receivable		23,776			(33,107	)
Prepaid expenses and other current assets		355,317			(5,435	)
Inventory		4,254			2,658
Accounts payable and accrued expenses		75,903			384,896
Related party payables		6,272			806
Net cash provided by operating activities		(172,061	)		(291,191	)
Cash Flows from Investing Activities
Cash invested in note receivable		-			(116,382	)
Net cash provided by investing activities		-			(116,382	)
Cash Flows from Financing Activities
Repayments on notes payable		(8,737	)		(94,500	)
Repayments on convertible debenture		-			(52,500	)
Proceeds from notes payable		39,000			70,000
Proceeds from convertible notes payable		120,000			233,000
Proceeds from sale of preferred stock		-			250,050
Net cash provided by financing activities	$	150,263		$	406,050
Net decrease in cash		(21,798	)		(1,523	)
Cash acquired in acquisition		18,029			170
Cash, beginning of period		3,829			3,877
Cash and Cash Equivalents, end of period	$	60		$	2,524
Cash Paid For:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash Financing and Investing Activities
Debt discounts on convertible notes payable	$	240,000		$	107,500
Common stock issued for debt	$	652,973		$	291,801
Common stock issued for acquisition	$	-		$	693,000
Goodwill acquired in acquisition	$	-		$	1,037,864
Related party payable acquired in acquisition	$	-		$	15,673
Account receivable acquired in acquisition	$	-		$	794
Prepaid expense acquired in acquisition	$	10,494		$	22,761
Inventory acquired in acquisition	$	-		$	230,690
PPE acquired in acquisition	$	25,000		$	3,324
Other receivable acquired in acquisition	$	8,276		$	1,192
Account payable and accrued liabilities acquired in acquisition	$	(8,185	)	$	453,122
Note payable acquired in acquisition	$	(14,302	)	$	-
Intangible acquired in acquisition	$	260,689		$	-
Contingent liabilities acquired in acquisition				$	135,000
Note Payable issued for acquisition	$	(300,000	)	$	-

REFERENCES TO THE COMPANY

In this Quarterly Report on Form 10-Q, the terms “we,” “our,” “us,” “Bitzio,” or the “Company” refer to Bitzio, Inc., and its subsidiaries on a consolidated basis. The ~~accompanying~~term “Bitzio, ~~notes~~Inc.” ~~are~~refers anto ~~integral~~Bitzio, ~~part~~Inc. ofon ~~these~~a standalone basis only, and not its subsidiaries. References to “GreenShift Corporation” or “GreenShift” in the consolidated financial statements and in these notes to the consolidated financial statements refer to GreenShift Corporation and its subsidiaries.

FThe balance sheet at December 31, 2015 was derived from audited financial statements(see Note 4, Significant Accounting Policies, below) but does not include all disclosures required by accounting principles generally accepted in the United States of America. The other information in these financial statements is unaudited but, in the opinion of management, reflects all adjustments necessary for a fair presentation of the results for the periods covered. All such adjustments are of a normal recurring nature unless disclosed otherwise. These financial statements, including notes, have been prepared in accordance with the applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. These financial statements should be read in conjunction with the financial statements and additional information as contained in our Annual Report on Form 10-3K for the year ended December 31, 2015.

~~BITZIO,~~CONSOLIDATED FINANCIAL ~~INC.~~STATEMENTS

~~NOTES~~The TOconsolidated ~~CONSOLIDATED~~financial ~~FINANCIAL~~statements ~~STATEMENTS~~include all accounts of the Company, including its wholly-owned subsidiaries, its 51% interest in Cleo VII, Inc. and its 80% interest in GreenShift Corporation and its subsidiaries. All significant intercompany balances and transactions have been eliminated on a consolidated basis for reporting purposes.

~~SEPTEMBER 30,~~USE ~~2015~~OF ESTIMATES IN THE PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 12 –DESCRIPTION ~~ORGANIZATION~~OF BUSINESS

~~Bitzio, Inc. (“the Company”,~~The ~~“we”, “Bitzio”) was originally formed as Rocky Mountain Fudge~~ Company, ~~Inc.~~develops onand ~~January~~commercializes 4,clean ~~1990~~technologies asthat afacilitate ~~Utah corporation. On July 28, 1998,~~ the ~~Company~~more ~~converted~~efficient ~~from~~use aof ~~Utah~~natural ~~corporation to a Nevada corporation~~resources. ~~Effective~~We ~~June~~are ~~10, 2011,~~focused ~~the~~on ~~Company~~doing ~~changed~~so ~~its~~primarily ~~name~~in ~~from~~three ~~Rocky~~sectors: ~~Mountain Fudge Company~~agriculture, ~~Inc.~~energy toand ~~Bitzio~~lifestyle, ~~Inc. Pursuant to this transaction, shares~~ of ~~the Company’s~~which ~~common~~we ~~stock~~were ~~are~~only ~~now~~active ~~trading~~in ~~under~~our ~~the~~agriculture ~~Company’s~~and lifestyle ~~new~~segments ~~trading~~during ~~symbol,~~2015 ~~BTZO~~and 2016.

OnThe Company’s ~~July~~portfolio ~~27,~~of ~~2011,~~patented ~~Bitzio, Inc.~~ and ~~Bitzio,~~ ~~LLC~~patent-pending ~~entered~~technologies ~~into~~covers aoil ~~share~~extraction ~~exchange~~and ~~agreement wherein Bitzio~~refining, ~~Inc.~~renewable ~~issued~~fuels 5and chemicals,~~000,000~~ ~~shares~~solar ofenergy ~~the~~and ~~Company’s~~fuels, ~~common stock~~energy inand ~~exchange~~chemical ~~for 100% of the members’ equity of Bitzio~~detection, ~~LLC.~~wearables ~~Through~~and ~~this~~consumer ~~transaction Bitzio~~products, ~~LLC~~among ~~became~~others. aOur ~~wholly~~plan ~~owned~~to bring ~~subsidiary~~our oftechnologies ~~Bitzio,~~to ~~Inc.~~market ~~The~~involves ~~Company~~utilization ~~discontinued the business operations~~ of ~~Bitzio~~strategically-relevant ~~LLC~~infrastructure atin ~~the~~targeted ~~end of 2013~~channels.

~~NOTE~~We generate 2revenue –today ~~GOING~~from ~~CONCERN~~our efforts in agriculture, where we license commercially-available technologies to U.S. ethanol producers, and provide our licensees with success-driven, value-added services and other solutions based upon our expertise, know-how, technologies, and patent position. We also generate sales in our lifestyle group by producing and selling activewear and other apparel for women and children, an important early-adopter market for wearable technologies that we are developing. During the three months ended March 31, 2016, four customers each provided over 10% of our revenue and 48% of total revenue in the aggregate; during the three months ended March 31, 2015, four customers each provided over 10% of our revenue, including two customers that accounted for more than 50% of sales (See Note 3, Significant Accounting Policies for Revenue Recognition policies, below). In addition, we are evaluating a number of investments and acquisitions in each of our targeted sectors, each with a view toward internalizing additional revenue, management, and infrastructure that we can leverage to bring our technologies to market.

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern, has an accumulated deficit of $26,645,556 and a net working capital deficit of $3,712,359. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.6

InNOTE ~~order~~3 toGOING continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.CONCERN

The accompanying ~~ability~~consolidated offinancial statements have been prepared assuming that the Company towill continue as a going concern. The isCompany ~~dependent~~recorded ~~upon~~a ~~its~~loss ~~ability~~from tooperations ~~successfully~~of ~~accomplish~~$282,043 for the ~~plans~~three ~~described~~months inended ~~the~~March ~~preceding~~31, ~~paragraph~~2016. ~~and eventually~~As ~~secure~~of ~~other~~March ~~sources~~31, of2016, ~~financing~~the Company had $1.2 million in cash, and ~~attain~~current ~~profitable~~liabilities ~~operations.~~exceeded ~~The~~current ~~accompanying~~assets ~~financial~~by ~~statements~~about do$18.1 ~~not~~million, ~~include~~which included derivative liabilities ~~any~~of ~~adjustments~~$13.0 ~~that~~million ~~might~~and be$2.5 ~~necessary~~million ifin ~~the~~convertible ~~Company~~debentures isand ~~unable~~notes. None of these items are required to ~~continue~~be asserviced aout ~~going~~of the ~~concern~~Company’s regular cash flows.

~~NOTE~~Pursuant to 3a –Senior ~~SUMMARY~~ Secured Revolving Credit Facility Agreement (the “Credit Agreement”), under which TCA Global Credit Master OFFund, ~~SIGNIFICANT~~LP ~~ACCOUNTING~~(“TCA”) ~~POLICIES~~may lend to Bitzio up to $5.0 million, GreenShift and each of its subsidiaries, as well as each of the other subsidiaries of Bitzio, has executed a Guaranty Agreement dated December 31, 2015, in favor of TCA. In the Guaranty Agreement, GreenShift and each of its subsidiaries as well as each of the other subsidiaries of Bitzio, guaranteed payment of all amounts due to TCA under the Credit Agreement. By separate agreements, GreenShift and each subsidiary pledged all of its assets to secure the guaranty to TCA.

~~Basis~~These matters raise substantial doubt about the Company’s ability to continue as a going concern. Our ability to satisfy our obligations will depend on our success in obtaining financing, our success in preserving current revenue sources and developing new revenue sources, and our success in negotiating with the creditors. Management’s plans to resolve the Company’s working capital deficit by increasing revenue, reducing debt and exploring new financing options. There can be no assurances that the Company will be able to eliminate its working capital deficit and that the Company’s historical operating losses will not recur. The accompanying financial statements do not contain any adjustments which may be required as a result of ~~Presentation~~this uncertainty.

~~The~~NOTE ~~interim~~4 ~~consolidated~~SIGNIFICANT ~~financial statements~~ACCOUNTING of Bitzio, Inc. (“Bitzio,” “we” or “us”) for the three and nine months ended September 30, 2015 and 2014 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of September 30, 2015 and our results of operations and cash flows for the three-month and nine-month periods ended September 30, 2015 and 2014. The results of operations for the three-month and nine-month periods ended September 30, 2015 are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”). POLICIES

~~Principles of Consolidation~~SEGMENT INFORMATION

~~The consolidated financial statements~~We ~~have~~determined ~~been~~our ~~prepared~~reporting units in accordance with ~~accounting~~FASB ~~principles~~ASC ~~generally~~280, ~~accepted~~“Segment inReporting” ~~the~~(“ASC ~~United~~280”). We ~~States~~evaluate a reporting unit by first identifying its operating segments under ASC 280. We then evaluate each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of ~~America~~a business, we evaluate those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, we determine if the segments are economically similar and, ~~include~~if so, the operating segments are aggregated. We currently have two separate operating ~~Company’s~~segments ~~wholly~~and ~~owned~~reporting ~~subsidiaries~~units. ~~Lexi~~In ~~Luu~~our agriculture segment, Ewe generate revenue by licensing commercially-~~motion~~available technologies to U.S. ethanol producers, ~~Skipjack~~and providing our licensees with success-driven, value-added services and ~~Punkz~~other ~~Gear~~solutions based upon our expertise, know-how, technologies, and ~~its~~patent ~~51%~~position. ~~owned~~We ~~subsidiary~~also ~~Cleo~~generate sales in our lifestyle segment by producing and selling activewear and other apparel for women and children, an important early-adopter market for wearable technologies that we are developing. No ~~All~~sales of any kind occur, and no costs of sales of any kind are incurred, in the absence of a license agreement in our agriculture ~~significant~~segment. ~~intercompany~~A ~~accounts~~single management team that reports to the chief operating decision maker comprehensively manages the entire business in each segment. With the exception of the segment classifications noted above, we do not operate any material separate lines of business or separate business entities with respect to our technologies, products and ~~transactions~~services; ~~have~~nor ~~been~~do ~~eliminated~~we accumulate discrete financial information according to the nature or structure of any specific technology, product and/or service. Instead, management reviews the agriculture and lifestyle segments as distinct operating segments, using financial and other information rendered meaningful only by the fact that such information is presented and reviewed in ~~consolidation~~the aggregate.

~~Use of Estimates~~7

~~The preparation of financial statements~~REVENUE in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions in certain circumstances that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates include, but are not limited to, valuation of intangible assets, goodwill and long-lived asset impairment charges, stock based compensation, loss contingencies and the allowance for doubtful accounts receivable. Actual results could differ from those estimates.RECOGNITION

FIn our lifestyle segment, we recognize revenue when the following conditions are satisfied: (i) delivery of the product has occurred and (ii) collection is reasonably assured. Under each our lifestyle segment, orders are received via national sales representatives, in house wholesale sales departments and various retail platforms. Once the order is received, they are either automatically or manually inputted into our production system. Our production system generates production orders which our production team takes and produces based on the purchase order terms. Revenue is recognized only when the orders have been shipped. Generally, all orders are paid upon shipment via credit card or wire transfer. For a small percentage, the orders are shipped on terms of less than 30 days. Revenue is recognized at the time of shipment and a related receivable is booked. We experience less than 2% of annual sales in returns. For orders where goods are considered damaged, these items are swapped with new merchandise. Under our agriculture segment, GreenShift recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collection is reasonably assured. GreenShift recognizes revenue from licensing of GreenShift’s corn oil extraction technologies when corn oil sales occur. Licensing royalties are recognized as earned by calculating the royalty as a percentage of gross corn oil sales by the ethanol plants. For the purposes of assessing royalties, the sale of corn oil is deemed to occur when shipped, which is when four basic criteria have been met: (i) persuasive evidence of a customer arrangement; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured, and (iv) product delivery has occurred, which is generally upon shipment to the buyer of the corn oil. To the extent revenues are generated from GreenShift’s licensing support services, GreenShift recognizes such revenues when the services are completed and billed. GreenShift provides process engineering services on fixed price contracts. These services are generally provided over a short period of less than three months. Revenue from fixed price contracts is recognized on a pro rata basis over the life of the contract as they are generally performed evenly over the contract period. GreenShift additionally performs under fixed-4price contracts involving design, engineering, procurement, installation, and start-up of oil recovery and other production systems. Revenues and fees on these contracts are recognized using the percentage-of-completion method of accounting. During 2015 and 2016, our percentage-of-completion methods included the efforts-expended percentage-of-completion method and the cost-to-cost method. The efforts-expended method utilizes using measures such as task duration and completion. The efforts-expended approach is used in situations where it is more representative of progress on a contract than the cost-to-cost or the labor-hours method (see below). GreenShift also used the cost-to-cost method which is used to determine the percentage of completion of a project based on the actual costs incurred. Earnings are recognized periodically based upon our estimate of contract revenues and costs in providing the services required under the contract. The percentage of completion method must be used in lieu of the completed contract method when all of the following are present: reasonably reliable estimates can be made of revenue and costs; the construction contract specifies the parties’ rights as to the goods, consideration to be paid and received, and the resulting terms of payment or settlement; the contract purchaser has the ability and expectation to perform all contractual duties; and the contract contractor has the same ability and expectation to perform. Under the completed contract method income is recognized only when a contract is completed or substantially completed. The asset, “costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized.

~~Revenue Recognition~~BASIC AND DILUTED INCOME (LOSS) PER SHARE

~~Revenues~~The ~~are~~Company ~~recognized~~computes ~~from~~its net income or loss per common share under the ~~sale~~provisions of ASC 260, “Earnings per Share,” whereby basic net income or loss per share is computed by dividing the ~~Company’s~~net ~~products~~loss ~~when~~for ~~persuasive~~the ~~evidence~~period by the weighted-average number of anshares ~~arrangement~~of ~~exists,~~common stock outstanding during the ~~product~~period. ~~has~~Our potentially dilutive shares, which include outstanding common stock options, common stock warrants, convertible preferred stock and convertible debentures, have not been ~~delivered~~included in the computation of diluted net income (oss) per share attributable to common stockholders for all periods presented, as the ~~fee~~results iswould ~~fixed~~be orantidilutive. Such ~~determinable~~potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 368,386,157,947 and 109,631,652,924 such potentially dilutive shares excluded for the three months ended March 31, 2016 and 2015. During the ~~collection~~three months ended March 31, 2016, we reported a net loss, and accordingly dilutive instruments were excluded from the net loss per share calculation for such periods. For the three months ended March 31, 2015, the application of the ~~resulting~~if-converted ~~receivable~~method isresulted in ~~reasonably~~an ~~assured~~adjusted loss in the numerator and accordingly we excluded potentially dilutive instruments in the fully diluted income per share calculation.

~~Cash and Cash Equivalents~~8

~~We consider all highly liquid investments~~The ~~with~~following ~~remaining~~is ~~maturities~~a ofreconciliation ~~three months or less at the date~~ of ~~purchase~~weighted tocommon beshares ~~cash~~outstanding ~~and~~used ~~cash~~in ~~equivalents.~~the ~~Cash~~calculation ~~and cash equivalents consist primarily~~ of ~~money~~basic ~~market funds~~ and ~~other~~diluted ~~short-term~~net ~~investments~~income ~~with original maturities of not more than nine months~~per ~~stated~~common ~~at cost, which approximates market value.~~share:

Accounts Receivable and Allowance for Doubtful Accounts

	Three Months Ended 3/31/2016			Three Months Ended 3/31/2015

Net income (loss) attributable to common shareholders	$	(2,573,344	)	$	6,633
Adjustments for dilutive shares:
Interest savings		153,365			352,458
Reversal of derivative gains		(1,367,950	)		(2,821,725	)
Net income (loss) - adjusted		(2,593,269	)		(2,462,634	)
Weighted average shares used for basic net income per common share		7,577,897,074			3,718,144,025
Incremental diluted shares		—			—
Weighted average shares used for diluted net income per common share		7,577,897,074			3,718,144,025
Net income (loss) per common share:
Basic	$	0.00		$	(0.00	)
Diluted	$	0.00		$	(0.00	)

~~Accounts receivable are presented at~~FINANCIAL their face amount, less an allowance for doubtful accounts, on the balance sheets. Accounts receivable consist of revenue earned and currently due from customers. We evaluate the collectability of accounts receivable based on a combination of factors. We recognize reserves for bad debts based on estimates developed using standard quantitative measures that incorporate historical write-offs and current economic conditions. As of September 30, 2015 and December 31, 2014, the outstanding balance allowance for doubtful accounts is zero.INSTRUMENTS

The carrying ~~policy~~values ~~for~~of ~~determining~~accounts ~~past~~receivable, ~~due~~other receivables, accounts payable and accrued expenses approximate their fair values ~~status~~due isto their short term maturities. The carrying values of the Company’s long-term debt approximate their fair values based upon ona comparison of the ~~contractual~~interest ~~payment~~rate and terms of ~~each~~such ~~customer,~~debt ~~which~~to ~~are~~the ~~generally~~rates ~~net~~and 30terms orof ~~net~~debt 60currently ~~days.~~available ~~Once~~to ~~collection~~the Company. ~~efforts~~It bywas not practical to estimate the ~~Company~~fair ~~and~~value ~~its~~of ~~collection~~the ~~agency~~convertible ~~are~~debt. ~~exhausted~~In order to do so, ~~the~~it ~~determination~~would ~~for~~be ~~charging~~necessary ~~off~~to ~~uncollectible~~obtain ~~receivables~~an independent isvaluation of these unique instruments. The cost of that valuation would not be justified in light of the materiality ~~made~~of the instruments to the Company.

~~Inventory~~EQUITY INVESTMENTS

~~The Company’s inventory is stated~~Equity atinvestments ~~the~~in ~~lower~~which ~~of cost or estimated realizable value, with cost primarily determined on a weighted-average cost basis on~~ the ~~first-in, first-out (“FIFO”) method. The~~ Company ~~continuously~~exercises ~~evaluates~~significant ~~the~~influence ~~composition~~but ofdoes ~~its~~not ~~inventory,~~control ~~assessing~~and ~~slow-turning product. Estimated realizable value of inventory~~ is ~~determined~~not ~~based~~the onprimary anbeneficiary ~~analysis~~are ~~of historical sales trends of our individual~~accounted ~~products~~for ~~and~~using ~~a forecast of future demand, giving consideration to~~ the ~~value~~equity ~~of current orders in-house relating to the future sales of inventory~~method. ~~Estimates may differ from actual results due to quantity, quality, and mix of products in inventory, customer demand, and market conditions.~~ The Company’s ~~historical~~share ~~estimates~~ of ~~these~~its ~~costs~~equity ~~and~~method ~~any~~investee’s ~~provisions~~earnings ~~have~~or ~~not~~losses ~~differed~~is ~~materially from~~included actual results. As of September 30, 2015, an inventory reserve had not been deemed necessary, and therefore, not recorded. As of September 30, 2015 and December 31, 2014, inventory consisted of $23,574 and $121,513 in ~~finished goods, $0 and $79,923~~ inother ~~work~~income in ~~process~~the ~~and~~accompanying ~~$191,588~~Consolidated ~~and~~Statements ~~$17,980~~of ~~in raw materials~~Operations.

~~F-5~~RECENT ACCOUNTING PRONOUNCEMENTS

~~Long-lived~~Management does ~~Assets~~not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

~~Long~~In May 2014, the FASB issued ASU 2014-~~lived~~09, ~~assets~~Revenue ~~include~~from ~~equipment~~Contracts with Customers which modifies how all entities recognize revenue and ~~intangible~~various ~~assets~~ other ~~than~~revenue ~~those~~accounting ~~with~~standards ~~indefinite~~for ~~lives~~specialized transactions and industries. WeThis ~~assess~~update ~~the~~is ~~carrying~~a ~~value~~comprehensive ofnew revenue ~~our~~recognition ~~long-lived~~model ~~asset~~that ~~groups~~requires ~~when indicators~~a company to recognize revenue to depict the transfer of ~~impairment~~goods ~~exist~~or ~~and~~services ~~recognize~~to customers in an ~~impairment~~amount ~~loss~~that ~~when~~reflects the ~~carrying~~consideration ~~amount~~to ofwhich athe ~~long-lived~~entity ~~asset~~expects isto ~~not~~be ~~recoverable~~entitled in exchange for those goods or services. ~~when~~In ~~compared~~August to2015, ~~undiscounted~~the ~~cash~~FASB ~~flows~~issued ~~expected~~ASU to2015-14, ~~result~~which ~~from~~deferred the ~~use~~effective date of the ASU to fiscal years beginning after December 15, 2017, and ~~eventual~~interim ~~disposition~~periods within those fiscal years. The Company is currently evaluating the possible impact of ASU 2014-15, but does not anticipate that it will have a material impact on the ~~asset~~Company’s consolidated financial statements.

~~Indicators~~In February of2015, ~~impairment~~the ~~include~~FASB ~~significant underperformance~~issued ~~relative~~ASU No. 2015-02, Consolidation (Topic 810): Amendments to ~~historical~~the Consolidation Analysis, or ~~projected~~ASU ~~future~~No. 2015-02. ~~operating~~The ~~results,~~amendments ~~significant~~of ~~changes~~ASU No. 2015-02 were issued in ~~our~~an ~~use~~effort ofto ~~the~~minimize ~~assets~~situations orunder previously existing guidance in ~~our~~which ~~business~~a ~~strategy,~~reporting ~~loss~~entity ofwas orrequired ~~changes~~to inconsolidate ~~customer~~another ~~relationships~~legal ~~and~~entity ~~significant~~in ~~negative~~which ~~industry~~that orreporting ~~economic~~entity ~~trends.~~did ~~When~~not have: (1) ~~indications~~the ofability ~~impairment~~through ~~arise~~contractual ~~for~~rights ato ~~particular~~act ~~asset~~primarily oron ~~group~~its ofown ~~assets,~~behalf; we(2) ~~assess~~ownership of the ~~future~~majority ~~recoverability~~ of the ~~carrying~~legal entity’s ~~value~~voting ofrights; or (3) the ~~asset~~exposure ~~(or~~to ~~asset~~a ~~group)~~majority ~~based~~of onthe anlegal ~~undiscounted~~entity’s ~~cash~~economic ~~flow~~benefits. ~~analysis~~ASU No. If2015-02 ~~carrying~~affects ~~value~~reporting entities ~~exceeds~~that ~~projected,~~are ~~net,~~required ~~undiscounted cash~~to ~~flows,~~evaluate anwhether ~~additional~~they ~~analysis~~should isconsolidate ~~performed~~certain legal entities. All legal entities are subject to ~~determine~~reevaluation under the ~~fair~~revised ~~value~~consolidation ofmodel. ~~the~~The ~~asset~~guidance ~~(or~~in ~~asset~~ASU ~~group),~~No. ~~typically~~2015-02 ais ~~discounted cash~~effective ~~flow~~for ~~analysis~~periods beginning after December 15, ~~and~~2015. anEarly ~~impairment~~adoption ~~charge~~is permitted. The Company is ~~recorded~~currently ~~for~~evaluating the ~~excess~~possible impact of ~~carrying~~ASU ~~value~~2014-15, ~~over~~but ~~fair~~does not ~~value~~anticipate that it will have a material impact on the Company’s consolidated financial statements.

~~Property and equipment~~9

~~Property~~ASU 2015-03 and ~~equipment~~ASU 2015-15 — In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU No. 2015-03. The amendments of ASU No. 2015-03 were issued to reduce complexity in the balance sheet presentation of debt issuance costs. ASU No. 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are ~~recorded~~not affected by the amendments in this standard. Additionally, atin ~~historical~~August ~~cost~~2015, ~~less~~the ~~accumulated~~FASB ~~depreciation~~issued ASU No. 2015-15, ~~unless~~Interest ~~impaired~~- Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, or ASU No. ~~Depreciation~~2015-15, isas ~~charged~~ASU No. 2015-03 did not specifically address presentation or subsequent measurement of debt issuance costs related to ~~operations~~line-of-credit arrangements. ASU No. 2015-15 allows an entity to continue to defer and present debt issuance costs ratably over the ~~estimated~~term ~~useful~~of the line-of-credit ~~lives~~arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The guidance in ASU No. 2015-03 and ASU No. 2015-15 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted this standard at January 1, 2016, as required by the guidance. In accordance with the guidance, $2,890,282 of unamortized debt issuance costs, associated with the Company’s debt, were reclassified from other assets, ~~using~~as previously reported on the ~~straight-line~~Consolidated ~~method~~Balance Sheet as of December 31, 2015, to convertible notes. Debt issuance costs in excess of the note principal in the amount of $646,975 were reclassified from other assets, as previously reported on the Consolidated Balance Sheet as of December 31, 2015, to accumulated deficit due to the retrospective application of the accounting change. The table below summarizes the impact of the retrospective application described above on financial information previously reported on the Company’s Form 10-K for the annual period ended December 31, 2015:

Upon retirement or sale, the historical cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized.

	Original			Adjustments			As Adjusted

Statement for of Operations for the Year Ended 12/31/15:

Interest expense – financing cost	$	—		$	(646,975	)	$	(646,975	)
Total other income (expense), net		18,215,015			(646,975	)		17,568,040
Income (loss) before provision for income taxes		16,533,004			(646,975	)		15,886,029
Net income (loss)		16,386,527			(646,975	)		15,739,552
Net income (loss) attributable to Company		13,254,268			(646,975	)		12,607,293
Net income (loss) attributable to common shareholders		13,009,764			(646,975	)		12,362,789

Earnings (loss) per Share – Basic
Income (loss) from continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net income (loss) per share – basic	$	(0.00	)	$	(0.00	)	$	(0.00	)

Earnings (loss) per Share – Diluted
Income (loss) from continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net income (loss) per share – diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)

~~Expenditures~~In July 2015, the FASB issued ASU-2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The amendments of ASU NO. 2015-11 were issued in an effort to change the measurement principle for ~~repairs~~inventory from the lower of cost or market to lower of cost and ~~maintenance~~the net realizable value. The guidance in ASU NO. 2015-11 is effective for periods beginning after December 15, 2016. ~~are~~Early ~~charged~~adoption tois ~~expense~~permitted. asThe ~~incurred~~Company is currently evaluating the possible impact of ASU 2015-11, but does not anticipate that it will have a material impact on the Company’s consolidated financial statements.

~~Intangible~~In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the possible impact of ASU 2016-02, but does not anticipate that it will have a material impact on the Company’s consolidated financial statements.

WeIn March ~~evaluate~~2016, the ~~recoverability~~FASB ofissued ~~intangible assets~~ASU ~~periodically~~2016-07 (Topic 323), Investments – Equity Method and ~~take~~Joint ~~into~~Ventures. ~~account~~The ~~events~~new orguidance ~~circumstances~~eliminates the requirement that ~~warrant~~when ~~revised~~an ~~estimates~~investment qualifies for use of ~~useful~~the ~~lives~~equity method as a result of an increase in the level of ownership interest or ~~that~~degree ~~indicate~~of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that ~~impairment~~the ~~exists~~investment had been held. The ~~All~~guidance ofis ~~our~~effective ~~intangible~~for ~~assets~~fiscal ~~are~~years, ~~subject~~beginning toafter ~~amortization~~December 15, 2016. ~~Intangible~~Early ~~assets~~adoption ~~are~~is ~~amortized~~permitted. onThe aCompany ~~straight-line~~is currently ~~basis~~evaluating ~~over~~the ~~their~~possible ~~useful~~impact ~~lives~~of ASU 2016-07, but does not anticipate that it will have a material impact on the Company’s consolidated financial statements.

~~Shipping and Handling Costs~~10

~~For~~NOTE ~~product~~5 ~~sales,~~FAIR ~~shipping~~VALUE ~~and handling costs are included as a component of general and administrative expenses. For the nine months ended September 30, 2015 and 2014, such expenses totaled $14,645 and $0, respectively.~~DISCLOSURES

~~Advertising~~Effective July ~~Expense~~1 2009, the Company adopted ASC 820, Fair Value Measurements and Disclosures. This topic defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This guidance supersedes all other accounting pronouncements that require or permit fair value measurements. The Company accounted for the convertible debentures in accordance with ASC 480, Distinguishing Liabilities from Equity, as the conversion feature embedded in the convertible debentures could result in the note principal and related accrued interest being converted to a variable number of the Company’s common shares.

~~The~~Effective July 1 2009, the Company ~~expenses~~adopted ~~marketing~~ASC 820-10-55-23A, ~~promotions~~Scope Application to Certain Non-Financial Assets and Certain Non-Financial Liabilities, delaying application for non-financial assets and ~~advertising~~non-financial ~~costs~~liabilities as ~~incurred~~permitted. ~~For~~ASC 820 establishes a framework for measuring fair value, and expands disclosures about fair value measurements. In January 2010, the ~~nine~~FASB ~~months~~issued an ~~ended~~update ~~September~~to 30ASC 820, ~~2015~~which ~~and~~requires ~~2014~~additional disclosures about inputs into valuation techniques, ~~such~~disclosures ~~costs~~about ~~totaled~~significant transfers ~~$33~~into or out of Levels 1 and 2,~~738~~ and ~~$138~~disaggregation of purchases,~~367~~ sales, issuances, and settlements in the Level 3 roll ~~respectively~~forward disclosure. ~~Such~~ASC ~~costs~~820 ~~are~~establishes ~~included~~a infair ~~general~~value ~~and~~hierarchy ~~administrative~~that ~~expense~~prioritizes in the ~~accompanying~~inputs ~~consolidated~~to ~~statements~~valuation oftechniques ~~operations.~~used to measure fair value into three levels as follows:

Business Acquisitions

Level 1	quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active exchange-traded securities and exchange-based derivatives

Level 2	inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges

Level 3	unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded, non-exchange-based derivatives and commingled investment funds, and are measured using present value pricing models.

~~Business~~The fair ~~acquisitions~~value ~~are~~of ~~accounted~~certain of the embedded conversion liabilities was determined using the present value model calculating fair value ~~for~~based ~~under~~on the ~~purchase~~conversion ~~method~~discount ofas ~~accounting.~~well ~~Under~~as ~~that~~the ~~method,~~present ~~assets~~value based on term and ~~liabilities~~bond ofrate. During the ~~business~~three ~~acquired~~months ~~are~~ended ~~recorded at~~March ~~their~~31, ~~estimated~~2015, ~~fair~~following ~~values~~assumptions aswere used: (1) conversion discounts of ~~the~~10%; ~~date~~(2) term of ~~the~~less ~~acquisition,~~than ~~with~~one ~~any~~year ~~excess~~to of7 ~~the~~years ~~cost~~and (3) bond rate of 10%. Fluctuations in the ~~acquisition~~conversion ~~over~~discount percentage have the ~~estimated fair~~greatest effect on the value of the ~~net~~conversion ~~tangible~~liabilities valuations ~~and~~during ~~intangible~~each ~~assets~~reporting ~~acquired~~period. ~~recorded~~During asthe ~~goodwill.~~three Wemonths ~~make~~ended ~~significant~~March ~~judgments~~31, ~~and~~2016, the following assumptions in ~~determining~~were ~~the~~used: ~~fair~~(1) conversion ~~value~~discounts of ~~acquired~~10%; ~~assets~~(2) ~~and~~term ~~assumed~~of ~~liabilities,~~less ~~especially~~than ~~with~~one ~~respect~~year to ~~acquired~~6 ~~intangibles~~years and (3) bond rate of 10%. ~~Using~~Fluctuations in the conversion ~~different~~discount ~~assumptions~~percentage inhave ~~determining~~the ~~fair~~greatest ~~value~~effect ~~could~~on ~~materially~~the ~~impact~~value of the ~~purchase~~conversion ~~price~~liabilities ~~allocation~~valuations ~~and~~during ~~our~~each ~~financial~~reporting ~~position~~period. ~~and~~As ~~results~~the ofconversion ~~operations.~~discount ~~Results~~percentage increases for each of ~~operations~~the ~~for~~related ~~acquired~~conversion ~~businesses~~liabilities ~~are~~instruments, ~~included~~the change in the value ~~financial~~of ~~statements~~the ~~from~~conversion liabilities increases, therefore increasing the ~~date~~liabilities on the Company’s balance sheet. The ofhigher ~~acquisition~~the conversion discount percentage, the higher the liability. A 10% change in the conversion discount percentage would result in more than a $755,462 change in our Level 3 fair value.

~~Accumulated~~The fair ~~Other~~value ~~Comprehensive~~of embedded conversion feature of 320,000 shares of Series E Preferred Stock determined using a Black-Scholes Simulation. ~~Income~~This model requires the input of highly subjective assumptions, including the expected price volatility, which is based on the historical volatility of a peer group of publicly traded companies. Changes in the subjective input assumptions can materially affect the estimate of fair value of the warrants and the Company’s results of operations could be impacted.

Comprehensive loss includes net loss as currently reported under U.S. GAAP and other comprehensive loss. Other comprehensive loss considers the effects of additional economic events, such as foreign currency translation adjustments, that are not required to be recorded in determining net loss, but rather are reported as a separate component of stockholders’ equity (deficit). Currently the Company has no other comprehensive income.11

~~Stock~~The following ~~Based~~assumptions ~~Compensation~~were used in calculations of the Black-Scholes model for the three months ended March 31, 2016 and 2015:

We measure and recognize stock based compensation expense using a fair value based method for all share based awards made to employees and nonemployee directors, including grants of stock options and other stock based awards. The application of this standard requires significant judgment and the use of estimates, particularly with regard to Black Scholes assumptions such as stock price volatility and expected option lives to value equity based compensation. We recognize stock compensation expense using a straight-line method over the vesting period of the individual grants.

	For the Three Months Ended March 31, 2016			For the Three Months Ended March 31, 2015
Annual dividend yield		-	%		-	%
Expected life (years)		1.00			-
Risk-free interest rate		0.65	%		-	%
Expected volatility		334	%		-	%

~~F-6~~The following table presents the embedded derivative, the Company’s only financial assets measured and recorded at fair value on the Company’s Consolidated Balance Sheets on a recurring basis and their level within the fair value hierarchy during the three months ended March 31, 2016:

Income Taxes

Embedded derivative liabilities as of March 31, 2016
Level 1	$	—
Level 2		—
Level 3		13,012,330
Total	$	13,012,330

~~We utilize the balance sheet method~~The offollowing ~~accounting~~table ~~for income taxes. Accordingly~~reconciles, wefor ~~are required to estimate our income taxes in each of~~ the ~~jurisdictions~~period inended ~~which we~~March ~~operate as part of the process of preparing our financial statements. This process involves estimating our actual current tax exposure~~31, ~~including assessing the risks associated with tax audits~~2016, ~~together with assessing temporary differences resulting from~~ the ~~different~~beginning ~~treatment~~and ofending ~~items~~balances for ~~tax~~financial ~~and~~instruments ~~accounting purposes. These differences result in deferred tax assets and liabilities. Due to the evolving nature and complexity of tax rules, it is possible~~ that ~~our estimates of our tax liability could change in~~ ~~the~~are ~~future,~~recognized ~~which~~at ~~may~~fair ~~result~~value in ~~additional~~the ~~tax~~consolidated ~~liabilities and adversely affect our results of operations,~~ financial ~~condition and cash flows.~~statements:

Basic and Diluted Net Loss per Common Share

Balance of embedded derivative as of December 31, 2015	$	11,185,625
Additions related to embedded conversion features of convertible debt issued		—
Change in fair value of conversion features		2,082,507
Gain on extinguishment related to conversion features		(252,531	)
Reductions in fair value due to principal conversions		(3,271	)
Balance at December 31, 2015	$	13,012,330

~~Basic~~NOTE ~~and~~6 diluted net loss per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. Our potentially dilutive shares, which include outstanding common stock options, common stock warrants, convertible preferred stock and convertible debentures, have not been included in the computation of diluted net loss per share attributable to common stockholders for all periods for which there is a net loss, as the results would be antidilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 12,391,216,506 such potentially dilutive shares excluded for the three months ended September 30, 2015.INVENTORIES

~~Concentration~~Under our agriculture segment, GreenShift maintains an inventory of ~~Credit~~equipment ~~Risk~~and components used in systems designed to extract corn oil from licensed ethanol production facilities. The inventory, which consists of equipment and component parts, is held for sale to GreenShift’s licensees on an as needed basis. Inventories are stated at the lower of cost or market, with cost being determined by the specific identification method. Inventories at March 31, 2016 and December 31, 2015 were $455,000.

~~Financial~~Under our ~~instruments~~lifestyle ~~that~~segment, ~~potentially subject~~the usCompany’s toinventory ~~concentrations~~is stated at the lower of ~~credit~~cost ~~risk~~or ~~consist~~estimated realizable value, with cost primarily determined on a weighted-average cost basis on the first-in, first-out (“FIFO”) method. The Company continuously evaluates the composition of ~~cash~~its inventory, assessing slow-turning product. Estimated realizable value of inventory is determined based on an analysis of historical sales trends of our individual products and ~~cash~~a ~~equivalents~~forecast of future demand, giving consideration to the value of current orders in-house relating to the ~~extent~~future ~~balances~~sales ~~exceed~~of ~~limits~~inventory. Estimates may differ from actual results due to ~~that~~quantity, ~~are~~quality, ~~insured~~and bymix ~~the~~of ~~Federal~~products ~~Deposit~~in ~~Insurance~~inventory, ~~Corporation~~customer demand, and ~~accounts~~market ~~receivable~~conditions. The Company’s historical estimates of these costs and any provisions have not differed materially from actual results. As of March 31, 2016 and December 31, 2015, inventory consisted of $171,086 and $154,688 in finished goods, $16,801and $7,515 in work in process, and $1,484 and $18,279 in raw materials.

~~Derivative Liabilities~~NOTE 7 GOODWILL AND INTANGIBLE ASSETS

In ~~connection~~ ~~with~~November 2013, the Company entered into a Distribution Agreement with E-motion Apparel, Inc., which designs women’s ~~Convertible~~apparel and ~~Notes~~accessories. ~~beginning~~The inagreement ~~November~~grants ~~2013,~~Bitzio the ~~Company~~exclusive ~~became~~worldwide ~~contingently~~right ~~obligated~~ to ~~issue~~distribute ~~shares in~~E-motion ~~excess~~Apparel’s ofproducts using the 10E-motion ~~billion~~Apparel ~~authorized~~trademarks, bycopyrights ~~shareholders~~and trade dress. ~~Consequently~~The agreement also provides that Bitzio will make a five year non-interest-bearing $75,000 ~~the~~working ~~ability~~capital loan to ~~settle~~E-motion ~~these~~Apparel, ~~obligations~~and ~~with~~will ~~shares~~pay ~~would be~~a ~~unavailable~~license ~~causing~~fee ~~these~~of ~~obligations~~$300,000 to ~~potentially~~E-motion beApparel. ~~settled~~The inDistribution Agreement ~~cash.~~was ~~This~~replaced ~~condition~~by ~~creates~~the aacquisition ~~derivative~~agreement ~~liability~~on July 18, 2014.

The Company has a sequencing policy regarding share settlement wherein instruments with the earliest issuance date would be settled first. The sequencing policy also considers contingently issuable additional shares, such as those issuable upon a stock split, to have an issuance date to coincide with the event giving rise to the additional shares.12

~~Using this~~On ~~sequencing~~July ~~policy~~16, ~~all~~2014, ~~instruments~~the ~~convertible~~Company ~~into~~acquired 100% of the stock of Lexi Luu Designs, Inc. (“LL”), in exchange for 500,000,000 shares of Company common stock, ~~including~~plus ~~warrants~~a ~~and~~subordinate ~~the~~term ~~conversion~~note ~~feature~~in the amount of ~~notes~~$300,000 payable from LL on or before December 31, ~~issued~~2017, ~~subsequent~~subject to ~~November~~compliance 18with applicable provisions of the Company’s senior loan agreements. We accounted for the transaction as an equity purchase. $183,629 ~~2013~~of ~~are~~the ~~derivative~~purchase price paid was allocated among the assets and liabilities and the difference was allocated to intangible assets in the amount of $690,629. As of March 31, 2016 and December 31, 2015, the net carrying amount is $100,284 and $186,376, respectively. The associated intangible asset is being amortized over a life of 2 years.

~~The Company~~On ~~also~~July ~~has~~18, ~~certain~~2014, ~~notes~~the ~~payable~~Company ~~with~~acquired ~~elements~~100% ~~that~~of ~~qualify~~the asstock ~~derivatives.~~of ~~The~~E-motion ~~warrants~~Apparel, ~~have~~Inc. ~~anti-dilution~~(“EA”), ~~clauses~~in ~~that~~exchange ~~prevent~~for 350,000,000 ~~calculation~~shares of ~~the~~Company ~~ultimate~~common ~~number~~stock, plus a subordinate term note in the amount of ~~shares~~$300,000 ~~that~~payable ~~may~~from beEA ~~issued~~on ~~upon~~or ~~exercise~~before December 31, 2017, ~~and~~subject ~~two~~to compliance with applicable provisions of the ~~notes~~Company’s ~~payable~~senior ~~had~~loan aagreements. ~~variable~~We ~~conversion~~accounted for the transaction ~~feature~~as ~~that~~an ~~similarly~~equity ~~prevented~~purchase. $26,235 of the ~~calculation~~purchase ofprice paid was allocated among the ~~number~~assets and liabilities and the difference was allocated to intangible assets in amount of ~~shares~~$74,235. ~~into~~As ~~which~~of ~~they~~March ~~were~~31, ~~convertible~~2016 and December 31, 2015, the net carrying amount is $10,982 and $20,236. The associated intangible asset is being amortized over a life of 2 years.

~~The Company~~Under ~~values~~our ~~these~~agriculture ~~warrants~~segment, GreenShift accounts for its intangible assets pursuant to ASC 350-20-55-24, “Intangibles – Goodwill and ~~notes~~Other”. ~~payable~~Under ~~using~~ASC 350, intangibles with definite lives continue to be amortized on a straight-line basis over the ~~binomial~~lesser ~~lattice~~of ~~method~~their estimated useful lives or contractual terms. ~~The~~Intangibles ~~resulting~~with ~~liability~~indefinite islives ~~valued~~are evaluated at ~~each~~least annually ~~reporting~~for impairment by comparing the asset’s estimated fair value with its carrying value, based on cash flow methodology. ~~date~~Intangibles ~~and~~with definite lives are subject to impairment testing in the ~~change~~event of certain indicators. Impairment in the ~~liability~~carrying value of an asset is ~~reflected~~recognized aswhenever ~~change~~anticipated infuture ~~derivative~~cash ~~liability~~flows in(undiscounted) from an asset are estimated to be less than its carrying value. The amount of the ~~statement~~impairment recognized is the difference between the carrying value of ~~operations~~the asset and its fair value.

~~Fair~~The Company’s ~~Value~~intangible ~~Measurements~~assets at March 31, 2016 and December 31, 2015, respectively, include the following:

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

	3/31/2016			12/31/2015
License fees	$	150,000		$	150,000
Patent		50,000			50,000
Website		45,076			45,076
Customer relation		764,864			764,864
Accumulated amortization		(881,498	)		(785,351
Intangible assets, net	$	128,442		$	224,589

	Level 1:	Quoted market prices in active markets for identical assets or liabilities.
	Level 2:	Observable market-based inputs or inputs that are corroborated by market data.
	Level 3:	Unobservable inputs that are not corroborated by market data.

Amortization of intangible assets is computed using the straight-line method and is recognized over the estimated useful lives of the intangible assets. Amortization of intangible assets was $95,346 and $94,298 for the three months ended March 31, 2016 and 2015, respectively. Estimated amortization expense for future years is as follows:

Recent Accounting Pronouncements

2016	$	113,667
2017		3,202
2018		3,202
2019		3,202
2020		3,202
Thereafter		1,967
Total	$	128,442

~~ASU~~NOTE ~~2015-03:~~8 InPROPERTY ~~April~~AND 2015 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03 to simplify the presentation of debt issuance costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and premiums. The ASU also requires that the amortization of debt issuance costs be reported as interest expense. For public companies, this ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 (early adoption is permitted). The adoption of this ASU will impact the presentation of the Company’s financial statements in future periods should it be successful in raising funds.EQUIPMENT

~~F-7~~Depreciation expense for the three months ended March 31, 2016 and 2015 was $833 and $2,725, respectively. Property, plant and equipment consisted of the following:

ASU No. 2014-09: In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current generally accepted accounting principles (“GAAP”) and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement. However, it believes that there will be no material effect on the financial statements.

	3/31/16			12/31/15
Furniture and fixtures	$	1,404		$	1,404
Machinery and equipment		27,967			27,967
Computer equipment		1,504			1,504
Sub-total		30,875			30,875
Less accumulated depreciation		(8,285	)		(7,542	)
Total	$	22,500		$	23,333

ASU No. 2014-15: In August 2014, FASB issued ASU No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements – Liquidation Basis of Accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU. However, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.13

~~ASU~~NOTE ~~No.~~9 ~~2014-08:~~DEBT In April 2014, FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in the ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. It also addresses sources of confusion and inconsistent application related to financial reporting of discontinued operations guidance in U.S. GAAP.OBLIGATIONS

~~Under the new guidance, only disposals~~The ~~representing~~following ais ~~strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have~~ a ~~major~~summary ~~effect~~of on the ~~organization~~Company’s ~~operations~~financing ~~and~~arrangements ~~financial~~as ~~results. Examples include a disposal~~ of aMarch ~~major geographic area~~31, ~~a major line of business, or a major equity method investment.~~2016:

In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations.

	3/31/2016
Current portion of long term debt:
Current portion of notes payable		410,129
Current portion of notes payable – related party		310,100
Note discounts		(36,762	)
Total current portion of long term debt	$	683,467

Current portion of convertible debt:
TCA Global Credit Master Fund, L.P., 11% interest, conversion at 85% of market	$	2,828,184
David Moran & Siobhan Hughes, 6% interest, conversion at 90% of market		2,399
Susan Schneider, 6% interest, conversions at 90% of market		10,510
TRK Management LLC, 6% interest, no conversion discount		100,000
Minority Interest Fund (II), LLC, 6% interest, conversion at 90% of market		1,489,283
Long Side Ventures, 6% interest, conversion at 90% of market		85,000
Related Party Debenture, 6% interest, no conversion discount		42,264
Abrams, 8% interest, no conversion discount		40,000
FLUX Carbon Starter Fund LLC, 6% interest, no conversion discount		255,000
Five Nine Group LLC, 6% interest, no conversion discount		250,000
Cantrell Winsness Technologies, LLC, 2% interest, conversion at 100% of market		125,000
Settlement Contingency Debentures		200,000
Note discount		(2,803,646	)
Total current portion of convertible debt	$	2,623,994

Long term convertible debt:
Gerova Asset Backed Holdings, LP, 2% interest, no conversion discount	$	175,000
Cantrell Winsness Technologies, LLC, 2% interest, conversion at 100% of market		200,000
Long Side Ventures, 6% interest, conversion at 90% of market		220,977
EXO Opportunity Fund, LLC, 6% interest, conversion at 90% of market		4,500,000
Note discount		(3,939,809	)
Total long term convertible debt	$	1,156,168

~~The~~A total ~~new~~of ~~guidance~~$10,523,617 ~~also~~in ~~requires~~principal ~~disclosure of~~from the ~~pre-tax~~convertible ~~income~~debt ~~attributable~~noted toabove ais ~~disposal~~convertible ofinto athe ~~significant~~common ~~part~~stock of anthe ~~organization~~Company. ~~that~~The following ~~does~~chart ~~not~~is ~~qualify~~presented ~~for~~to ~~discontinued operations~~assist ~~reporting.~~the ~~This~~reader ~~disclosure~~in ~~will~~analyzing ~~provide~~the ~~users~~Company’s ~~with~~ability ~~information~~to ~~about~~fulfill ~~the~~its ~~ongoing~~fixed ~~trends~~debt inservice arequirements (net ~~reporting~~of ~~organization~~note discounts) as of March 31, 2016 and the Company’s ~~results~~ ~~from~~ability ~~continuing~~to ~~operations.~~meet such obligations:

The amendments in ASU No. 2014-08 enhance convergence between GAAP and the International Financial Reporting Standards (IFRS). Part of the new definition of discontinued operation is based on elements of the definition of discontinued operations in IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations.

Year	Amount
2016	$	6,022,869
2017		125,000
2018		5,095,977
2019		—
2020		—
Thereafter		—
Total minimum payments due under current and long term obligations	$	11,243,846

~~The amendments in ASU No. 2014-08 are~~TCA ~~effective~~CREDIT beginning the first quarter of 2015 for public organizations with calendar year ends. For most nonpublic organizations, it becomes effective for financial statements with fiscal years beginning on or after December 15, 2014. Early adoption is permitted.LINE

~~NOTE~~On December 431, –2015, ~~PROPERTY~~Bitzio ~~AND~~and ~~EQUIPMENT~~each of its subsidiaries entered into a Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”) with TCA Global Credit Master Fund, LP (“TCA”). Pursuant to the Credit Agreement, TCA loaned $2,900,000 to Bitzio on December 31, 2015. The Credit Agreement contemplates that the lending limit may be increased to $5,000,000, on Bitzio’s request and at TCA’s discretion, provided that amount of loans outstanding under the Credit Agreement will be capped based upon lending ratios specified in the Credit Agreement. A total of $2,500,000 from the amount loaned on December 31, 2015 was used by Bitzio to purchase the Series G shares from GreenShift, as described above (see Note 11, Shareholder’s Equity, below).

~~Property and equipment consisted of the following as of September 30, 2015 and December 31, 2014:~~14

	September 30, 2015			December 31, 2014
Machinery and equipment	$	29,471		$	4,470
Computer and Furniture		1,404			1,404
Less: accumulated depreciation	$	(6,708	)		(3,150	)
Total	$	24,617		$	2,724

The $2.9 million loan made on December 31, 2015 is, and any future loan will be, reflected in a Senior Secured Revolving Convertible Promissory Note (the “TCA Note”), which has a maturity date of December 31, 2016. The TCA Note bears interest at 11% per annum. In the event of a default under the TCA Note or with the consent of Bitzio, TCA may convert portions of principal and interest due under the TCA Note into shares of Bitzio common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of Bitzio common stock during the five trading days preceding conversion; provided, however, that no conversion is permitted that will result in the Note-holder becoming the beneficial owner of more than 4.99% of Bitzio’s outstanding common stock. The Credit Agreement required that Bitzio pay an advisory fee to TCA in the amount of $3,200,000. Payment was made on December 31, 2015 by the issuance of 320,000 shares of Series E Preferred Stock to TCA. To secure its obligations under the Note and Credit Agreement, Bitzio pledged to TCA all of its assets, as did each of Bitzio’s subsidiaries. As of March 31, 2016, the balance of unamortized debt discount is $2,803,464. During three months ended March 31, 2016, the Company recorded amortization of debt discount of $86,636. During Q1 2016, Bitzio paid down $71,816 in principal on TCA Note and $85,258 in interest. During the same period Bitzio accrued $123,155 in interest and fees.

~~F-8~~FACTOR FUND DEBENTURE

~~NOTE~~On August 5, –2014, ~~ACQUISITIONS~~the Company issued a $650,000 convertible debenture to 112359 Factor Fund LLC (“Factor Fund”) for $325,000 in cash, paid between August 2014 and May 2015. The debenture carried interest at 8% per annum, and converted into Company common stock at a conversion price equal to 100% of the average of the five (5) lowest closing market prices for the common stock for the sixty trading days preceding conversion, but may not convert into a number of shares that would result in the holder owning beneficially more than 9.99% of the Company’s outstanding shares. On February 26, 2015, Factor Fund assigned the balance due under the foregoing debenture in two equal $325,000 portions to its members, Five Nine Group LLC (“Five Nine”) and FLUX Carbon Starter Fund LLC (“FCSF”). On the same date, the Company additionally issued convertible debentures with a principal balance of $534,888 to Factor Fund in exchange for debentures issued to Factor Fund in prior periods. The issued amount was then assigned in two equal portions to Factor Fund’s members, Five Nine and FCSF. A total of $592,444 was due as of February 26, 2015, to each Five Nine and FCSF as a result of the foregoing transactions. Of the amount assigned to FCSF, $108,560 of principal plus $16,440 of interest was transferred to Long Side Ventures LLC (“LSV”). The holder of each debenture may convert the principal and interest accrued on the A&R Debentures into common stock at a conversion price equal to 100% of the average of the five (5) lowest closing market prices for the common stock for the sixty trading days preceding conversion, but may not convert into a number of shares that would result in the holder owning beneficially more than 4.99% of the Registrant’s outstanding shares. The Company accounted for the foregoing transfers as an extinguishment of debt and recorded a loss on extinguishment of $938,489 during the three months ended March 31, 2015.

~~On February 26, 2015, Lexi Luu entered~~YA ~~into~~GLOBAL ~~and closed under a securities purchase agreement to acquire 100% of all outstanding shares of Skipjack Dive and Dancewear~~INVESTMENTS, ~~Inc.~~ ~~(Skipjack acquisition), in exchange for a 2% subordinate secured term note in the aggregate principal amount of $100,000~~L. ~~The note has a maturity date of September 30, 2015, and is convertible at the rate of $0~~P.~~10 per share into 1,000,000 shares of common stock of the Company. This note is due on demand as of September 30, 2015.~~

On December ~~March 3~~31, 2015, ~~Lexi~~YA ~~Luu~~Global ~~entered into~~Investments, LP (“YA Global”) and ~~closed~~GreenShift ~~under~~entered into a ~~securities~~Settlement ~~purchase~~Agreement ~~agreement~~ pursuant to ~~acquire~~which ~~100%~~YAGI ofsplit ~~all~~its outstanding ~~shares~~debt ofinto ~~Punkz~~two ~~Gear~~debentures, ~~Inc.~~a ~~(Punkz~~$14,196,897 ~~Gear acquisition)~~debenture and a $5,000,000 debenture; and then accepted, in ~~exchange~~satisfaction ~~for~~of a$14,196,897 2%of ~~subordinate~~principal ~~secured~~and ~~term~~interest ~~note~~accrued inon ~~the~~debentures ~~aggregate~~previously ~~principal~~issued ~~amount~~by GreenShift, a cash payment of $~~200~~2,000,000, and the execution of a participation agreement by GreenShift and its affiliates. The ~~note~~$5 ~~has~~million adebenture was assigned ~~maturity~~to EXO Opportunity Fund LLC (“EXO”) on the same date. ofThe ~~September~~participation 30agreement provides that, ~~2015~~for an indefinite term, GreenShift and isits ~~convertible~~subsidiaries atwill ~~the~~pay ~~rate~~to YA Global an amount equal to 15% of ~~$0.10~~all ~~per~~payments ~~share~~received ~~into~~by 2the Company from any new licensees issued in connection with its intellectual properties,~~000~~ including any amounts awarded in the Company’s pending and future infringement matters,~~000~~ ~~shares~~net of ~~common~~any ~~stock~~legal of fees and expenses incurred in obtaining the ~~Company.~~settlement ~~This~~or ~~note~~award. isThe balance due onto ~~demand~~YA Global, including all convertible debt, was paid and satisfied in full as a result of ~~September~~the ~~30,~~foregoing ~~2015~~transactions.

~~For~~On the ~~Skipjack~~same ~~Dive~~date, ~~and~~GreenShift ~~Dancewear~~deposited $400,000 ~~Inc. and~~in ~~Punkz~~cash ~~Gear,~~into ~~Inc.~~escrow ~~acquisitions~~in ~~the~~anticipation ~~accounting~~of ~~for~~settling ~~the~~an ~~business~~additional ~~combination~~$2,939,000 isin ~~based~~principal and oninterest ~~provisional~~due ~~amounts~~from ~~and~~GreenShift ~~the~~to ~~allocation~~ various assignees of ~~the~~YAGI ~~excess~~(“YAGI ~~purchase~~Assignees”). ~~price~~The isrelevant ~~not~~agreement ~~final,~~provided that the ~~amounts~~YAGI ~~allocated~~Assignees tohad ~~intangibles,~~until ~~are~~March ~~subject~~31, 2016, to ~~change~~accept ~~pending~~their ~~the~~respective ~~completion~~ share of ~~final~~the ~~valuations~~ settlement amount. As of ~~certain~~March ~~assets~~31, ~~and~~2016, the ~~liabilities.~~Company ~~The~~paid ~~statements~~a total of ~~operations~~$379,574 ~~reflect~~to ~~the~~all ~~results~~but three of ~~Skipjack~~the ~~Dive and~~YAGI ~~Dancewear~~Assignees, ~~Inc.~~in ~~and~~settlement ~~Punkz~~of ~~Gear~~about $2,914,000 ~~Inc.~~in debt elimination, and ~~since~~a ~~the~~gain ~~date~~on extinguishment of ~~acquisition~~debt of $2,551,613.

~~The total purchase price for the Skipjack acquisition was allocated as follows:~~15

Assets
Cash		1,502
Other assets		10,494
Intangible assets-Customer relationships		84,751
Property and equipment		25,000
Liabilities
Accounts payable and accrued liabilities		(7,445	)
Due to shareholder		(14,302	)
Net assets acquired	$	100,000

The terms of the $5 million debenture assigned to EXO and the $25,000 balance due to the YA Global assignees noted above are nearly identical. Each debenture bears interest at 6% per annum, and each holder has the right, but not the obligation, to convert any portion of the debenture into GreenShift’s common stock at a rate equal to 90% of the lowest daily volume weighted average price of GreenShift’s common stock during the 20 consecutive trading days immediately preceding the conversion date. The debentures mature on December 31, 2017. The debentures also contain a “buy-in” provision in regards to potential cash-settled portion of any conversion.

~~The~~GreenShift accounted ~~total~~for ~~purchase~~the ~~price~~foregoing ~~for~~debentures in accordance with ASC 815, Derivatives and Hedging, as the ~~Punkz~~conversion feature embedded ~~Gear~~in ~~acquisition~~each ~~was~~debenture ~~allocated~~could asresult ~~follows:~~in the note principal being converted to a variable number of GreenShift’s common shares.

Assets
Cash		16,526
Other assets		8,276
Intangible assets-Customer relationships		175,938
Liabilities
Accounts payable and accrued liabilities		(740	)
Net assets acquired	$	200,000

GreenShift determined the aggregate value of the YAGI Assignee debentures at December 31, 2015, to be $2,518,167 which represented the aggregate face value of the debentures of $1,445,266 plus the present value of the conversion feature. During the three months ended March 31, 2016, GreenShift negotiated settlements with ten of the YAGI Assignee debentures which resulted in a $252,531 reduction of the fair value of the conversion liability for the period. In addition, the value was reduced $3,271 due to conversions during the period. The carrying value of the YAGI Assignee debentures was $14,341 as of March 31, 2016, including principal of $12,909 and the value of the conversion liability. The present value of the liability for the conversion feature has reached its estimated settlement value of $1,432 as of March 31, 2016. Interest expense of $193 for these obligations was accrued for the three months ended March 31, 2016.

The Company ~~customer~~is ~~relationships~~prohibited ~~will~~under beits loan agreements from issuing common shares at prices lower than those afforded to EXO in the absence ~~amortized~~of ~~over~~EXO’s ~~their~~prior ~~estimated~~consent. ~~useful~~The ~~lives~~EXO Debenture provides for adjustments to the conversion price to the extent that the Company issues equity at a lower price in the future. As a result, in any such event, EXO would have the right to receive common shares upon conversion of 2the EXO Debenture at rates equal to the relevant lower rates. A note discount of $5,000,000 and a derivative liability of $7,484,632 were recorded at the time of the assignment. The Company accounted for the EXO Debenture in accordance with 815-40, Derivatives and Hedging, as the conversion feature embedded in the EXO Debenture could result in the note principal being converted to a variable number of the Company’s common shares. The balance of the EXO Debenture (net of the $3,939,809 related note discount) was $560,191 at March 31, 2016. At March 31, 2016, the Company valued the conversion features using a Black-Scholes model with a weighted probability calculation of the conversion price reset feature and the following assumptions: dividend yield of zero, years to maturity of 1.75 years, discount rate of 0.14 percent, and annualized volatility of 323%. During the three months ended March 31, 2016, the change in the fair value of the derivative resulted in an accounting loss of $3,450,457. As of March 31, 2016, the fair value of the derivative liability was $10,186,626.

~~NOTE 6 – INTANGIBLE ASSETS~~OTHER DEBENTURES

~~Intangible~~As of ~~Assets~~December 31, 2010, the Company had convertible debentures payable to Minority Interest Fund (II), LLC (“MIF”) in an aggregate principal amount of $3,988,326 (the “MIF Debentures”). Effective October 1, 2015, MIF assigned $557,500 of its convertible debt to EXO (the “EXO Debenture”). As of December 31, 2015, MIF assigned $100,000 of its balance to TRK Management LLC. During the three months ended March 31, 2016, $18,546 in principal was converted into common stock. As of March 31, 2016, the balances of the TRK, and MIF Debentures were $100,000 and $1,489,283, respectively.

OnDuring the ~~July~~year 16ended December 31, ~~2014~~2015, wethe ~~entered~~Company ~~into~~issued a ~~sales~~ ~~purchase agreement in 100% acquisition of all outstanding shares of Lexi Luu. Designs. Bitzio paid 500~~$400,000~~,000~~ ~~restricted common~~convertible ~~shares~~debt ~~for this acquisition. Lexi Luu shareholders are able~~ to ~~earn~~Cantrell anWinsness ~~additional $300~~Technologies,~~000~~ inLLC ~~restricted common shares~~(“CWT” ~~over~~and the ~~course~~“CWT ofDebenture”) ~~years~~ in anexchange ~~earn~~for ~~out~~all ~~upon~~amounts ~~hitting~~accrued ~~certain~~under ~~revenue~~the ~~benchmarks.~~technology Weagreement ~~accounted~~and ~~for~~CWT’s interest in the ~~transaction~~Series asF anPreferred ~~equity purchase~~Stock. OfCWT ~~the~~shall ~~purchase~~have ~~price~~the ~~paid~~right, asbut ofnot ~~July~~the 16obligation, ~~2014~~to ~~($183,629)~~convert ~~was~~any ~~allocated~~portion ~~among~~of the ~~assets~~convertible ~~and liabilities and difference~~debenture ~~was~~into ~~taken~~the toCompany’s ~~intangible~~common ~~assets~~stock inat ~~amount~~$0.001 ofper ~~$690,629~~share. AsThe ofCWT ~~September~~Debenture ~~30,~~matures ~~2015~~December 31, 2018. During the ~~net~~three ~~carrying~~months ended ~~amount~~March is31, ~~$273~~2016,~~414.~~ ~~This~~the ~~intangible assets~~Company ~~will~~paid beCWT ~~amortized~~a ~~over~~total ~~life~~ of ~~2 years~~$75,000. ~~estimated~~The ~~remaining~~balance ~~amortization~~of ~~expense~~the ~~for~~CWT ~~2015~~Debenture ~~and~~was ~~2016 are~~ $87325,~~038~~000 ~~and~~at ~~$186~~March 31,~~376 respectively~~ 2016.

OnDuring the ~~July~~year 18ended December 31, ~~2014~~2012, wethe ~~entered~~Company ~~into~~incurred ~~a sales~~$175,000 ~~purchase~~in ~~agreement~~convertible indebt ~~100%~~to ~~acquisition~~Gerova ofAsset ~~all~~Back ~~outstanding~~Holdings, ~~shares~~LP of(“Gerova” and ~~E-motion~~the ~~Apparel.~~“Gerova ~~Designs~~Debenture”). ~~Bitzio~~Gerova ~~paid~~shall ~~350,000,000~~have ~~restricted common~~the ~~shares~~right, ~~for~~but ~~this~~not ~~acquisition.~~the ~~E-motion~~obligation, ~~Apparel shareholders are able~~ to ~~earn~~convert anany ~~additional~~portion ~~$300,000~~of inthe ~~restricted common~~convertible ~~shares~~debenture ~~over~~into the ~~course~~Company’s ofcommon ~~years~~stock inat ana ~~earn~~rate ~~out~~equal ~~upon~~to ~~hitting~~100% ~~certain~~of ~~revenue~~the ~~benchmarks.~~closing Wemarket ~~accounted~~price for the ~~transaction~~Company’s ~~as an~~common ~~equity~~stock ~~purchase.~~for Of the ~~purchase~~day ~~price~~preceding ~~paid~~the asconversion ofdate. ~~July~~The ~~18,~~Gerova ~~2014~~Debenture ~~($26,235)~~matures ~~was~~December ~~allocated~~31, ~~among~~2018. ~~the~~Gerova ~~assets~~delivered ~~and~~a ~~liabilities~~release ~~and difference~~in ~~was~~favor ~~taken~~of tothe ~~intangible~~Company ~~assets~~ in ~~amount~~respect of ~~$74,235.~~any Asand ofall ~~September~~amounts ~~30,~~that ~~2015,~~may ~~the~~have ~~net~~been ~~carrying~~due ~~amount~~under isthe ~~$29,592.~~Company’s ~~This~~former ~~intangible~~guaranty agreement ~~assets~~with ~~will~~Gerova. beThe ~~amortized~~balance ~~over~~of ~~life~~the ofGerova 2Debenture ~~years~~was $175,000 ~~estimated~~at ~~remaining~~March ~~amortization~~31, 2016. Interest expense of $873 for ~~2015~~these ~~and~~obligations was ~~2016~~accrued ~~are~~for ~~$9,356~~the ~~and~~three ~~$20~~months ended March 31,~~236 respectively~~ 2016.

In the Skipjack acquisition (see note 5), of the purchase price paid as of February 26, 2015 ($15,249) was allocated among the assets and liabilities and difference was taken to intangible assets in amount of $84,751. As of September 30, 2015, the net carrying amount is $59,674. This intangible assets will be amortized over life of 2 years, estimated remaining amortization expense for 2015, 2016, and 2017 are $10,681 and $42,492, and $6,501 respectively.16

~~F-9~~Effective December 31, 2015, Minority Interest Fund (II), LLC assigned $100,000 of its convertible debt to TRK Management, LLC (“TRK” and the “TRK Debenture”). TRK shall have the right, but not the obligation, to convert any portion of the accrued interest into the Company’s common stock at 100% of the market price for the Company’s common stock at the time of conversion. The balance of the TRK Debenture was $100,000 at March 31, 2016. Interest expense of $1,496 for these obligations was accrued for the three months ended March 31, 2016.

InNOTE ~~the~~10 ~~Punkz~~GUARANTY acquisition (see note 5), of the purchase price paid as of March 3, 2015 ($24,062) was allocated among the assets and liabilities and difference was taken to intangible assets in amount of $175,938. As of September 30, 2015, the net carrying amount is $125,085. This intangible assets will be amortized over life of 2 years, estimated remaining amortization expense for 2015, 2016, and 2017 are $22,173, and $88,210, and $14,702 respectively.AGREEMENT

~~Amortization~~On December 31, 2015, Bitzio entered into a $2.9 million loan transaction with TCA Global Credit Master Fund, LP (“TCA”), pursuant to which Bitzio drew $2.5 million for use in its acquisition of ~~intangible~~100,000 ~~assets~~shares isof the Company’s Series G Preferred ~~computed~~Stock ~~using~~(see Note 11, Shareholders’ Equity, below). The TCA loan was made pursuant to a Senior Secured Revolving Credit Facility Agreement (the ~~straight-line~~“Credit ~~method~~Agreement”), under which TCA may lend to Bitzio up to $5.0 million. The Company and each isof ~~recognized~~its ~~over~~subsidiaries, ~~the~~as ~~estimated~~well ~~useful~~as ~~lives~~each of the ~~intangible~~other ~~assets.~~subsidiaries ~~Amortization~~of Bitzio, has executed a Guaranty Agreement in favor of TCA ~~expense~~on ~~was~~December ~~$104~~31,~~877~~ 2015. FCC, the Company, and $0each ~~for~~of its subsidiaries, as well as each of the ~~nine~~other ~~months~~subsidiaries ~~ended~~of ~~September~~Bitzio, 30has executed a Guaranty Agreement dated December 31, 2015, in favor of TCA, pursuant to which the Company and ~~2014~~its subsidiaries guaranteed payment of all amounts due to TCA under the Credit Agreement. By separate agreements, ~~respectively~~the Company and each subsidiary pledged all of its assets to secure the guaranty to TCA.

~~Estimated~~NOTE ~~amortization~~11 ~~expense~~STOCKHOLDERS’ ~~for the intangible assets for the next five years consists of the following:~~EQUITY

Year ending December 31,
2015	$	129,248
2016		337,314
2017		21,203

PREFERRED STOCK

~~NOTE 7~~The Company –is authorized to issue 25,000,000 shares of preferred stock, of which 2,500,000 shares are designated as Series A Convertible ~~RELATED~~Preferred ~~PARTY~~Stock, ~~TRANSACTIONS~~1,000,000 shares are designated as Series B Convertible Preferred Stock, 999 shares are designated as Series C Preferred Stock, 520,000 shares of Series E Preferred Stock, and 800,000 shares of Series F Preferred Stock, par value of $0.001.

~~Related~~SERIES B ~~party~~PREFERRED ~~payables~~STOCK

AtAs of ~~September~~the 30three months ended March 31, 2016 and 2015, there were 0 and 1,000,000 shares of Series B Preferred Stock issued and outstanding. Each holder of the Series B Shares will participate in any dividend payable to the holders of the common stock on an as-converted basis. The holders of the Series B Shares have voting rights equivalent to the number of shares of common stock into which the Series B Shares are convertible, or 19.8% (in the aggregate) of the Company’s common stock outstanding after the conversion, measured on the date of conversion. In the event of liquidation, following the sale or disposition of all or substantially all of the Company’s assets, holders of Series B Shares shall be entitled to receive $51.50 per preferred share. The Series B Shares are also redeemable at the rate of $1.50 per share. On November 18,~~717~~ ~~was~~2013 ~~due~~the Company sold 500,000 shares of Series B Preferred Stock to ~~chief~~112359 ~~financial~~Factor ~~officer~~Fund, LLC (“Factor Fund”) for ana ~~advance~~total ~~loan~~of $250,000. During the year ended December 31, 2014, Factor Fund purchased 500,000 additional shares of Series B Preferred Stock for $250,000. In February 2015, Factor Fund assigned its interest in the Series B Shares to its former members, FLUX Carbon Starter Fund LLC (“FCSF”) and Five Nine Group LLC (“59G”). FCSF and 59G later surrendered their respective interests in the Series B Shares on December 31, 2015 (see Note 9, Debt Obligations, above).

~~At September 30, 2015, $123,000 was~~SERIES ~~due~~C ~~for~~PREFERRED services rendered by a company owned by Bitzio’s former chief executive officer. During 2013, the Company borrowed $150,000 from related party through a convertible promissory note bearing interest at 10% with a maturity date of January 1, 2014. The note contains a conversion feature wherein the note may be converted to shares of the Company’s common stock at the lower of $0.05 per common share or 20% discount to market for last 30 trading days prior to the conversion. As of September 30, 2015, the Company had principal outstanding in the note of $150,000, and accrued interest of $41,221.STOCK

OnAs of ~~February~~December 2631, ~~2015,~~2014 ~~the~~there ~~Company~~were ~~entered into~~999 ~~and~~shares ~~closed~~of ~~under~~Series aC ~~securities~~Preferred ~~purchase~~Stock ~~agreement~~issued toand ~~acquire~~outstanding. ~~100%~~Holders of the ~~outstanding~~Series ~~shares~~C ofShares will ~~Skipjack~~not ~~Dive~~participate ~~and~~in ~~Dancewear~~any dividend payable to the holders of the common stock, ~~Inc.,~~ inbut ~~exchange~~have ~~for~~voting arights 2%equivalent ~~subordinate~~to ~~secured~~the ~~term~~product obtained ~~note~~by individing (a) the ~~aggregate~~number ~~principal~~of ~~amount~~votes that the holders of ~~$100,000~~all ~~owed~~voting tosecurities ~~chief~~other ~~executive officer.~~than ~~The~~Series ~~note~~C ~~has~~Shares aoutstanding on ~~maturity~~the record date offor ~~September~~the ~~30,~~stockholder ~~2015,~~action ~~and~~are isentitled ~~convertible~~to atcast by (b) nine hundred ninety-eight (998), with the ~~rate~~result that all 999 shares of ~~$0.10~~Series ~~per~~C ~~share~~Shares ~~into~~together will have 50.1~~,000,000 shares~~% of ~~common~~the ~~stock~~voting power of the Company. AsIn ofthe ~~September~~event ~~30,~~of ~~2015~~liquidation, following the ~~Company~~sale ~~had~~or ~~principal~~disposition ~~outstanding~~of inall or substantially all of the ~~note~~Company’s assets, holders of Series B Shares shall be entitled to receive $~~100~~0.01 per preferred share. The Series C Shares were deemed to have been automatically redeemed as of November 29,~~000~~ 2015, for no additional consideration.

On March 3, 2015, the Company entered into and closed under a securities purchase agreement to acquire 100% of the outstanding shares of Punkz Gear, Inc., in exchange for a 2% subordinate secured term note in the aggregate principal amount of $200,000 owed to chief executive officer. The note has a maturity date of September 30, 2015, and is convertible at the rate of $0.10 per share into 2,000,000 shares of common stock of the Company. As of September 30, 2015, the Company had principal outstanding in the note of $200,000.17

~~NOTE~~SERIES E 8PREFERRED ~~– CONVERTIBLE NOTES PAYABLE~~STOCK

~~Exchange~~On December 31, 2015, the Company filed with the Nevada Secretary of ~~Convertible~~State ~~Debentures~~a Certificate of Designation designating 520,000 shares of preferred stock as Series E Preferred Stock. Each outstanding share of Series E Preferred Stock will have a preference on liquidation of Ten Dollars ($10). The holder of a share of Series E Preferred Stock will have the right to convert the Ten Dollar value of the share into common stock at a conversion price equal to 85% of the average closing bid price for Bitzio common stock during the five trading days preceding conversion, except that no conversion is permitted that will result in the holder becoming the beneficial owner of more than 4.99% of Bitzio’s outstanding common stock. Holders of Series E Preferred Stock have no voting rights by reason of those shares, nor do they have any right to participate in any dividends paid by Bitzio. On December 31, 2015, the Company issued EXO Opportunity Fund LLC (“EXO”) 200,000 shares of Series E Preferred Stock in exchange for beneficial rights to 187,029 shares of GreenShift Series D Preferred Stock as part of the transactions related to the GreenShift merger. On December 31, 2015 the Company issued TCA Global Credit Master Fund, LP, for advisory fees, 320,000 shares of Series E Preferred Stock with a stated value at $3,200,000, for which the underlying conversion feature was valued as a derivative liability at a value greater than this amount of $3,435,737, with the excess treated as preferred dividends. The discount on this redeemable preferred stock of approximately $3.2 million will be amortized using the interest method through December 31, 2016, the earliest redemption date. In the event that TCA does not realize net proceeds from the sale of these Series E preferred shares or the common shares upon conversion of the preferred shares (the “Advisory Fee shares”) equal to the $3,200,000 fee value by the maturity date of the credit facility, these Advisory fee shares will become subject to mandatory redemption by TCA. TCA may convert portions of principal and interest due under the TCA Note into shares of Bitzio common stock at a conversion price equal to 85% of the lowest daily volume weighted average price of Bitzio common stock during the five trading days preceding conversion provided, however, that no conversion is permitted that will result in the Note-holder becoming the beneficial owner of more than 4.99% of Bitzio’s outstanding common stock.

~~Immediately~~The $2.9 ~~subsequent~~million loan made on December 31, 2015 is, and any future loan will be, reflected in a Senior Secured Revolving Convertible Promissory Note (the “TCA Note”), which has a maturity date of December 31, 2016. The TCA Note bears interest at 11% per annum. The Credit Agreement required that Bitzio pay an advisory fee to ~~its~~TCA ~~purchase~~in the amount of $3,200,000. Payment was made on December 31, 2015 by the issuance of ~~500~~320,000 shares of Series BE Preferred Stock onto ~~November~~TCA. 18On December 31, ~~2013~~2015, ~~112359~~the ~~Factor~~Company ~~Fund~~filed with the Nevada Secretary of State a Certificate of Designation designating 520,000 ~~LLC~~shares ~~(“Factor~~of ~~Fund”~~preferred stock as Series E Preferred Stock. Each outstanding share of Series E Preferred Stock will have a preference on liquidation of Ten Dollars ($10). ~~entered~~The holder of a share of Series E Preferred Stock will have the right to convert the Ten Dollar value of the share into ~~assignment~~common ~~agreements~~stock ~~with~~at ~~seven~~a conversion ~~holders~~price equal to 85% of ~~eight~~the ~~convertible~~average ~~promissory~~closing ~~notes~~bid ~~issued~~price byfor Bitzio common stock during the ~~Registrant~~five trading days preceding conversion, except that no conversion is permitted that will result in ~~2012~~the ~~and~~holder ~~2013~~becoming the beneficial owner of more than 4.99% ~~The~~of ~~aggregate~~Bitzio’s outstanding common stock. Holders of Series E Preferred Stock have no voting rights by reason of those shares, nor do they have any right to participate in any dividends paid by Bitzio. On December 31, 2015, the ~~principal~~Company ~~balance~~issued ~~and~~EXO ~~accrued~~Opportunity Fund ~~interest~~LLC on(“EXO”) 200,000 shares of Series E Preferred Stock in exchange for beneficial rights to 187,029 shares of GreenShift Series D Preferred Stock. On December 31, 2015 the ~~notes~~Company issued TCA Global Credit Master Fund, LP, 320,000 shares of Series E Preferred Stock with a stated value at $3,200,000, for which the underlying conversion feature was valued as a derivative liability at a value greater that this amount of $~~779~~3,~~591~~435,737 ~~and~~with ~~all~~the excess treated as preferred dividends. The discount on this redeemable preferred stock of approximately $3.2 million will be amortized through December 31, 2016, the ~~notes~~earliest ~~were~~redemption date. ~~past~~A ~~due~~Preferred Dividend of $235,737 was immediately recognized at the time of the transaction. To secure its obligations under the Note and Credit Agreement, Bitzio pledged to TCA all of its assets, as did each of Bitzio’s subsidiaries. The agreements ~~otherwise~~with TCA provide TCA with the right to seek redemption of its Series E shares by the Company in the event of default. ~~The~~In ~~assignment~~the ~~agreements~~event of ~~provided~~a ~~that~~default ~~Factor~~under ~~Fund~~the ~~transferred~~TCA Note or with the ~~500~~consent of Bitzio,~~000~~ ~~shares~~TCA may convert portions of ~~Series~~principal Band ~~Preferred~~interest due under the ~~Stock~~TCA Note into shares of Bitzio common stock at a conversion price equal to 85% of the ~~note~~lowest ~~holders,~~daily ~~and~~volume weighted average price of Bitzio common stock during the ~~note~~five ~~holders~~trading ~~assigned~~days preceding conversion; provided, however, that no conversion is permitted that will result in the ~~eight~~Note-holder ~~notes~~becoming tothe ~~Factor~~beneficial ~~Fund~~owner of more than 4.99% of Bitzio’s outstanding common stock.

Immediately thereafter, Factor Fund entered into eight Exchange Agreements with the Registrant. The Exchange Agreements provided that Factor Fund would surrender the eight convertible promissory notes and receive in exchange eight Amended and Restated Convertible Debentures (“A&R Debentures”). The principal amount of each A&R Debenture equaled approximately 128.3% of aggregate principal and accrued interest surrendered in exchange for the A&R Debenture. The primary terms of the A&R Debentures are18

●The fair ~~Interest~~value ~~will~~of ~~accrue on~~ the ~~principal~~embedded ~~balance~~conversion atfeatures ~~the lesser~~ of 8%320,000 ~~per~~shares ~~annum~~of orSeries ~~the~~E ~~applicable~~Preferred ~~federal~~Stock ~~rate.~~was ●determined ~~Principal~~using ~~and~~a ~~interest are due on December 31, 2015~~Black-Scholes Simulation. ●This ~~The~~model ~~Company~~requires ~~may prepay~~ the ~~A&R~~input ~~Debentures~~of athighly ~~any~~subjective ~~time~~assumptions, ~~but~~including ~~must~~the ~~issue,~~expected asprice ~~a prepayment penalty~~volatility, ~~common~~which ~~stock~~is based ~~with a market value equal to 5% of the principal amount prepaid. ● The holder may convert the principal and interest accrued~~ on the ~~A&R~~historical ~~Debentures~~volatility ~~into~~of ~~common stock at~~ a ~~conversion~~peer ~~price~~group ~~equal~~of topublicly ~~100%~~traded ofcompanies. ~~the~~Changes ~~average~~in of the ~~five~~subjective ~~(5)~~input ~~lowest~~assumptions ~~closing~~can materially ~~market~~affect ~~prices for~~ the ~~common~~estimate ~~stock~~of ~~for~~fair ~~the~~value ~~thirty trading days preceding conversion, but may not convert into a number~~ of ~~shares that would result in~~ the ~~holder~~warrants ~~owning~~and ~~beneficially more than 4.99% of~~ the ~~Registrant~~Company’s ~~outstanding~~results ~~shares. ● The holder may not sell the shares issued on conversion at a rate that exceeds 20%~~ of ~~the~~operations ~~average~~could ~~monthly~~be ~~trading volume for the Company’s Common Stock~~impacted.

~~F-10~~The following assumptions were used in calculations of the Black Scholes model for the three months ended March 31, 2016 and 2015:

The Company determined per ASC 470-50-40-10a, that the fair value of the embedded conversion option in the reissued convertible notes as a result of the change in conversion price and term, increased by more than 10% from the original notes. Therefore, debt extinguishment accounting rules apply. Accordingly, the reissued convertible notes payable were initially recorded at fair value, with a loss on extinguishment of debt of $220,408 for the difference in the fair value of the new notes compared to the carrying value of the old notes.

	For the Three Months Ended March 31, 2016			For the Three Months Ended March 31, 2015
Annual dividend yield		-	%		-	%
Expected life (years)		0.75			-
Risk-free interest rate		0.59	%		-	%
Expected volatility		162	%		-	%

~~During the nine months ended September~~SERIES ~~30,~~F ~~2015~~PREFERRED $82,500 of principal was converted into 825,000,000 shares of the Company’s common stock. On February 26, 2015, the balance of the note of $534,888 was transferred to several note holders as following:STOCK

	●	$267,444 was transferred to Five Nine Group LLC, During the nine months ended September 30, 2015 $108,560 of principal was converted into 1,085,559,500 shares of the Company’s common stock.
	●	$267,444 was transferred to Flux Carbon Starter Fund LLC, of which $108,560 principal balance plus $16,440 accrued interest was transferred to Long Side Ventures LLC on June 4, 2015. During the nine months ended September 30, 2015 $65,592 of principal of Flux Carbon Starter Fund LLC was converted into 655,916,797 shares of the Company’s common stock, and $40,000 of principal of Long Side Ventures LLC was converted into 400,000,000 shares of the Company’s common stock.

On December 31, 2015, the Company filed with the Nevada Secretary of State a Certificate of Designation designating 800,000 shares of preferred stock as Series F Preferred Stock. Each outstanding share of Series F Preferred Stock may be converted by the holder into shares of Bitzio common stock. The conversion ratio is such that the full 800,000 Series F shares convert into common shares representing 80% of the fully diluted common shares outstanding after the conversion (which includes all common shares outstanding plus all common shares potentially issuable upon the conversion of all derivative securities not held by the holder). The holder of Series F shares may cast the number of votes at a shareholders meeting or by written consent that equals the number of common shares into which the Series F shares are convertible on the record date for the shareholder action. In the event the Board of Directors declares a dividend payable to Bitzio common shareholders, the holders of Series F shares will receive the dividend that would be payable if the Series F shares were converted into Bitzio common shares prior to the dividend. In the event of a liquidation of Bitzio, the holders of 800,000 Series F shares will receive a preferential distribution equal to 80% of the net assets available for distribution to the shareholders.

~~All primary terms of the A&R Debentures~~COMMON ~~stayed unchanged except the following:~~STOCK

●During the ~~The~~three ~~holder~~months ~~may~~ended ~~convert~~March 31, 2016, the ~~principal~~Company issued 300,000,000 common shares for salaries. During the three months ended March 31, 2015, the Company issued 1,351,750,001 shares upon conversion of $114,106 in debt payable, and ~~interest~~cancelled ~~accrued~~157,500,000 shares onfor 175,500 shares of preferred stock series D. During the ~~A&R~~three ~~Debentures~~months ~~into~~ended March 31, 2016 and 2015, an additional 625,000 and 19,375,000 shares common stock atto abe ~~conversion~~issued ~~price~~for ~~equal~~services toprovided ~~100%~~in amounts of $63 and $1,938, respectively, were included in additional paid in capital in the ~~average~~financial ofstatements. During the ~~five~~three ~~(5)~~months ~~lowest~~ended ~~closing~~March ~~market~~31, ~~prices~~2016 ~~for~~and 2015, the Company agreed to issue a third party 1,800,000 and 1,800,000 shares of common stock for ~~the~~service ~~sixty~~rendered ~~trading~~in ~~days~~amount ~~preceding~~of ~~conversion~~$9,000 ~~but~~and ~~may~~$9,000 and ~~not~~accrued ~~convert~~4,375,000 ~~into~~and a51,875,000 ~~number~~shares of ~~shares~~common ~~that~~stock ~~would~~based ~~result~~on employment agreement in amount of $313 and $22,875 As of March 31, 2016 and December 31, 2015, the ~~holder~~Company ~~owning~~recorded ~~beneficially~~common ~~more~~stock ~~than~~to ~~4.99%~~be issued of ~~the~~$183,251 ~~Registrant’s~~and ~~outstanding~~$204,188, representing 30,220,812 and 327,795,812 shares of common stock issuable for services, which is included in additional paid in capital.

~~The Company accounted for the transfer as an extinguishment of debt and recorded a loss on extinguishment of $509,476.~~19

OnNOTE ~~May~~12 5,COMMITMENTS ~~2014,~~AND the Company issued an 8% convertible promissory note in the aggregate principal amount of $32,500 to an accredited investor. The note has a maturity date of February 9, 2015. The note is convertible into shares of our common stock at a conversion price of 59% of the average of the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date. During the nine months ended September 30, 2015, the Company recorded an interest expense of $1,635. The Company accounted for the conversion feature as a derivative valued at $36,411, of which $32,500 was recorded as a debt discount to be amortized over the life of the note. The remaining $3,911 was expensed immediately to interest expense. As of September 30, 2015, the note and accrued interest was fully repaid.CONTINGENCIES

On August 5, 2014 the Registrant entered into a Securities Purchase Agreement with 112359 Factor Fund, LLC (“Factor Fund”), pursuant to which the Registrant sold to Factor Fund a Secured Convertible Debenture. The Securities Purchase Agreement provides that Factor Fund will make ten payments, commencing with a payment of $80,000 on August 5, 2014, followed monthly by eight payments of $25,000 each and one $20,000 payment (i.e. total payments of $300,000). In exchange for each payment, an obligation in the principal amount equal to twice the payment will accrue and be represented by the Debenture. In addition, a premium of $50,000 will be added to the initial obligation, resulting in a total principal obligation accruing over the next year of $650,000. The primary terms of the Debentures are:INFRINGEMENT

●On October ~~Interest~~13, ~~will~~2009, ~~accrue~~the onU.S. ~~the~~Patent ~~principal~~and ~~balance~~Trademark atOffice ~~the~~(“PTO”) ~~lesser~~issued U.S. Patent No. 7,601,858, titled “Method of 8%Processing ~~per~~Ethanol ~~annum~~Byproducts orand Related Subsystems” (the ~~applicable~~’858 ~~federal~~Patent) ~~rate.~~to ●GS ~~Principal~~CleanTech ~~and~~Corporation, ~~interest~~a onwholly-owned subsidiary ~~each~~of ~~tranche~~GreenShift ~~will~~Corporation. beOn ~~due~~October on27, 2009, the ~~second~~PTO ~~anniversary~~issued U.S. Patent No. 7,608,729, titled “Method of Freeing the ~~payment~~Bound ~~date~~Oil ~~for~~Present ~~that~~in ~~tranche.~~Whole ●Stillage ~~The~~and ~~Registrant~~Thin ~~may~~Stillage” ~~prepay~~(the ’729 Patent) to GS CleanTech. Both the ~~principal~~’858 Patent ~~amount~~and ofthe ’729 Patent relate to the ~~Debenture~~Company’s corn oil extraction technologies. GS CleanTech Corporation, inour wholly-owned ~~whole~~subsidiary, orsubsequently filed legal actions in ~~part,~~multiple atjurisdictions ~~any~~alleging ~~time~~infringement ~~without~~by ~~penalty,~~various persons and entities. ~~interest~~Multiple ~~that~~additional ~~has~~related ~~accrued~~suits onand ~~the~~countersuits ~~prepaid~~were ~~amount~~filed. ~~will~~On beMay ~~waived~~6, 2010, we submitted a “Motion to Transfer Pursuant to 28 U.S.C. ●§ ~~The~~1407 ~~holder~~for ~~may~~Consolidated ~~convert~~Pretrial Proceedings” to the ~~principal~~United ~~and~~States ~~interest~~Judicial ~~accrued~~Panel on Multidistrict Litigation (the ~~Debenture~~“Panel”) ~~into~~located ~~common~~in ~~stock~~Washington, atD.C. aIn ~~conversion~~this ~~price~~motion, ~~equal~~we moved the Panel to ~~100%~~transfer and consolidate all pending suits involving infringement of our patents to one federal court for orderly and efficient review of all pre-trial matters. On August 6, 2010, the ~~average~~Panel ordered the consolidation and transfer of all pending suits in the ~~five~~U.S. District Court, Southern District of Indiana for pretrial proceedings (5the “MDL Case”). ~~lowest~~In ~~closing~~October ~~market~~2014, ~~prices~~the ~~for~~District Court in Indiana ruled in favor of the ~~common~~defendants ~~stock~~in our pending patent infringement matter on their motions for ~~the~~summary ~~sixty~~judgment ~~trading~~alleging ~~days~~that our ~~preceding~~corn ~~conversion~~oil extraction patents were invalid, ~~but~~including ~~may~~US Pat. Nos. 7,601,858 and 8,168,037. The summary judgment ruling is not a ~~convert~~final ~~into~~judgment. We disagree with the court’s ruling and intend to mount a ~~number~~vigorous ofappeal ~~shares~~at ~~that~~the ~~would~~appropriate ~~result~~time. In addition, a trial on the Defendants’ claims of inequitable conduct in connection with several of the ~~holder~~asserted ~~owning~~patents ~~beneficially~~was conducted ~~more~~in ~~than~~October, 92015.~~99%~~ ofWe are awaiting a decision from the ~~Registrant’s~~Court, ~~outstanding~~which ~~shares~~we expect to issue in 2016.

~~The Registrant’s obligations~~OTHER under the Debenture are secured by a pledge of all of the Registrant’s assets. In addition, Hubert Blanchette and Marilu Brassington, who are officers and directors of the Registrant, have pledged a total of 666 shares of Series C Preferred Stock and 362,500,000 shares of common stock to secure the Registrant’s obligations under the Debenture. The Company accounted for the conversion features as a derivative valued at $407,504, of which $396,370 was recorded as a debt discount to be amortized over the life of the note, the remaining $11,134 was expensed immediately to interest expense.MATTERS

~~F-11~~The Company is party to an action entitled Max v. GS AgriFuels Corp., et al. in the Supreme Court, New York County, in which the plaintiffs are asserting claims to money damages against the Company and other defendants, arising from a series of Share Purchase Agreements dated March 6, 2007, under which the individual plaintiffs sold their shares in Sustainable Systems, Inc., to GS AgriFuels Corporation, a former subsidiary of the Company. In their Amended Complaint, plaintiffs asserted claims for breach of contract, fraud and negligent misrepresentation, and sought money damages in the amount of $6 million. On March 19, 2013, the Court granted in part the defendants’ motion to dismiss the Amended Complaint, and dismissed all but the breach of contract claims asserted against the Company and certain other corporate defendants. On April 1, 2015, the Company entered into a settlement agreement pursuant to which the plaintiffs are to receive $25,000 in cash and a convertible debenture in the amount of $300,000. In the event that the plaintiffs have not converted the debenture in full at the expiration of three years, the plaintiffs may request the remaining amount be paid in full at that time. While the settlement agreement has not yet been implemented by the payment of the specified cash and the issuance of the specified debenture, the action has been marked “disposed” by the court.

On September ~~August~~10, 52012, ~~2014~~Long Side Ventures commenced an action entitled Long Side Ventures and Sunny Isles Ventures, LLC, LLC v. GreenShift et. al., in the ~~Registrant~~United ~~entered~~States District Court for the Southern District of New York, alleging breach of contract and other causes of action for which the plaintiff seeks damages of about $250,000 plus costs. On February 24, 2015, the Company entered into a settlement ~~letter~~ agreement ~~with~~pursuant ~~Factor~~to ~~Fund~~which ~~that~~the ~~modified~~plaintiff is to receive $150,000 in cash and securities in the ~~terms~~amount of $250,000. The Company accrued the ~~Secured~~entire ~~Amended~~$400,000 &judgment ~~Restated~~on ~~Convertible~~its ~~Debentures~~books as of the year ended December 31, 2014. During the six months ended June 30, 2014, the Company issued bya debenture to Long Side Ventures in the ~~Registrant~~amount of $250,000 (see Note 9, Debt Obligations, above). The Company has already paid the $150,000 due in cash under the settlement agreement. Nevertheless, there is a current dispute with the plaintiffs as to ~~Factor~~whether ~~Fund~~the onCompany ~~November~~and 18the other defendants have performed their obligations under the settlement agreement, ~~2013~~and (whether the ~~“A&R~~plaintiffs ~~Debentures”)~~have the right to declare a default under the settlement agreement. The ~~modifications:~~Company has taken the position that it has fully performed and intends to vigorously contest any alleged default. Upon the performance of the terms of the Settlement Agreement, the Action will be dismissed against the Company and the other defendants.

●On October ~~increased~~10, 2013, Golden Technology Management, LLC, and other plaintiffs commenced an action entitled Golden Technology Management, LLC, et al. v. NextGen Acquisition, Inc. et al. in the ~~maximum~~Supreme ~~number~~Court of ~~shares~~the ~~that~~State ~~Factor~~of ~~Fund~~New ~~can~~York, ~~hold~~County ~~upon~~of ~~conversion~~New York, alleging breach of contract and other causes of action against the ~~A&R~~Company ~~Debentures~~in ~~from~~connection 4with the acquisition of NextGen Fuel, Inc.~~99%~~ by a former subsidiary. Plaintiffs seek damages in excess of $5,200,000 plus prejudgment interest and costs. On December 22, 2014, the ~~outstanding~~court granted summary judgment as to 9the former subsidiary’s liability for payment of the sum of $3.~~99%~~2 million, plus prejudgment interest and costs. ●The ~~changed~~plaintiffs’ ~~the~~have ~~period~~asserted ~~over~~a ~~which~~claim ~~the~~for ~~conversion~~alter ~~price~~ego ~~will~~liability befor ~~measured~~that ~~from~~amount against the 30Company ~~trading~~and the ~~days~~other ~~preceding~~defendants. ~~conversion~~The tolitigation is proceeding and the 60Company ~~trading~~intends ~~days~~to ~~preceding~~vigorously ~~conversion~~defend this action. ●At ~~eliminated~~this stage of the ~~restriction~~proceedings, onwe ~~the~~cannot ~~number~~evaluate ofthe ~~shares~~likelihood of ~~common~~an ~~stock~~unfavorable ~~that~~outcome ~~Factor~~in ~~Fund~~excess ~~can~~of ~~sell~~the inamounts apreviously ~~month~~accrued.

On February 26, 2015, the balance of the note of $650,000 was transferred to Five Nine Group LLC and Flux Carbon Starter Fund LLC. On June 23, 2015, $40,000 principal balance of 325,000 was transferred from Flux Carbon Starter Fund LLC to an individual. All primary terms of the A&R Debentures stayed unchanged except the following:20

●Effective as ~~The~~of ~~holder~~December ~~may~~31, ~~convert~~2015, the ~~principal~~Company entered into a series of agreements providing for contingent participation payments involving use of the Company’s extraction technologies. Collectively, these agreements resulted in an aggregate of $26,720,059 in debt extinguishment for amounts that had been due, payable and accrued as of December 31, 2015, as well as a reduction in the Company’s continuing costs of sales, legal expenses and interest ~~accrued~~expense onmoving forward. First, the ~~A&R~~Company ~~Debentures~~and YA Global Investments, L.P. (“YA Global”) entered into ~~common~~an ~~stock~~agreement atpursuant ato ~~conversion~~which ~~price~~the ~~equal~~Company agreed to ~~100~~pay 15% of all payments received by the ~~average~~Company from any new licensees issued in connection with its intellectual properties, including any amounts awarded in the Company’s pending and future infringement matters, net of any legal fees and expenses incurred in obtaining the ~~five~~settlement or award (5see Note 9, Debt Obligations, above). ~~lowest~~Next, ~~closing~~Cantor ~~market~~Colburn ~~prices~~LLP ~~for~~(“Cantor”) and the ~~common~~Company ~~stock~~entered into an amended agreement pursuant to which Cantor agreed to accept 15% of any recoveries from the Company’s pending patent litigation in excess of $3.6 million per year in exchange for all services rendered to date and moving forward. The Company recognized an $8,433,388 gain on extinguishment of debt upon the ~~sixty~~write-off ~~trading~~of ~~days~~all ~~preceding~~accrued ~~conversion~~legal fees. T Finally, ~~but~~CWT ~~may~~and ~~not~~the ~~convert~~Company entered into aan ~~number~~amended agreement pursuant to which CWT agreed to accept 20% of ~~shares~~the ~~that~~Company’s ~~would~~net ~~result~~cash inreceipts deriving from use of the ~~holder~~Company’s ~~owning~~extraction ~~beneficially~~technologies, ~~more~~after ~~than~~payment 4in full of all litigation costs and expenses (including attorneys’ fees and expenses).~~99%~~ Under the amended CWT agreement, no amount shall accrue or be due and payable to CWT until the earlier to occur of the ~~Registrant~~date on which all such litigation costs and expenses have been paid on a current basis, the date on which the Company has successfully appealed the October 2014 summary judgment ruling in the Company’s ~~outstanding~~pending ~~shares~~infringement litigation, and all applicable appeal periods in connection therewith have expired, or the date on which the Company has entered into new license agreements corresponding to an additional $1,000,000 in annualized revenue.

~~The~~On December ~~Company~~31, ~~accounted~~2015, Bitzio entered into a $2.9 million loan transaction with TCA Global Credit Master Fund, LP (“TCA”), pursuant to which Bitzio drew $2.5 million for use in its acquisition of 100,000 shares of the ~~transfer~~Company’s Series G Preferred Stock (see Note 11, Shareholders’ Equity, above). The TCA loan was made pursuant to a Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”), under which TCA may lend to Bitzio up to $5.0 million. The Company and each of its subsidiaries, as anwell ~~extinguishment~~as each of ~~debt~~the ~~and~~other ~~recorded~~subsidiaries of Bitzio, has executed a ~~loss~~Guaranty Agreement in favor of TCA on ~~extinguishment~~December 31, 2015. FCC, the Company, and each of ~~$437~~its subsidiaries,~~206~~ as well as each of the other subsidiaries of Bitzio, has executed a Guaranty Agreement dated December 31, 2015, in favor of TCA, pursuant to which the Company and its subsidiaries guaranteed payment of all amounts due to TCA under the Credit Agreement. By separate agreements, the Company and each subsidiary pledged all of its assets to secure the guaranty to TCA.

~~On August 20, 2014, the Company issued an 8% convertible promissory note in the aggregate principal amount of $20,500 to an accredited investor.~~ The ~~note has a maturity~~ ~~date~~Company ~~of May 15, 2015. The note~~ is ~~convertible~~also ~~into~~involved ~~shares~~in ofvarious ~~our~~collection ~~common~~matters ~~stock~~for atwhich avendors ~~conversion~~are ~~price~~seeking ofpayment ~~59%~~for ofservices ~~the~~rendered ~~average~~and ofgoods ~~the three (3) lowest per share market values during the ten (10) trading days immediately preceding a conversion date~~provided. ~~During the~~ ~~nine months ended September 30, 2015, the Company recorded an interest expense of $606.~~ The Company ~~accounted~~and ~~for~~its ~~the~~subsidiaries ~~conversion feature~~are asparty ato ~~derivative~~numerous ~~valued~~matters atpertaining ~~$31,689,~~to ofoutstanding ~~which~~amounts ~~$20,500~~alleged ~~was recorded as a debt discount~~ to be ~~amortized~~due. ~~over the life of the~~Management ~~note.~~is ~~The~~unable ~~remaining $11,189 was expensed immediately~~ to ~~interest~~characterize ~~expense.~~or Asevaluate ~~of September 30, 2015,~~ the ~~note~~probability ~~and~~of ~~accrued~~any ~~interest was~~outcome ~~fully~~at ~~repaid~~this time.

~~NOTE~~Under the 9Company’s –insurance ~~DERIVATIVE~~ programs, coverage is obtained for catastrophic exposures, as well as those risks required to be ~~LIABILITY~~insured by law or contract. There is a $2,500 deductible per occurrence for environmental impairments. Environmental liability insurance is carried with policy limits of $1,000,000 per occurrence and $2,000,000 aggregate.

~~Effective July 31, 2009, the Company~~The ~~adopted~~Company ~~ASC 815 which defines determining whether an instrument (or embedded feature)~~ is ~~solely~~party ~~indexed~~ to an ~~entity’s~~employment ~~own stock.~~agreement ~~The~~with ~~conversion~~Kevin ~~price~~Kreisler, ~~of our outstanding convertible notes are subject to “reset” provisions in~~ the ~~event the~~ Company’s ~~subsequently~~Chairman ~~issues~~and ~~common~~Chief ~~stock,~~Executive ~~stock warrants~~Officer, ~~stock options or convertible debt with a stock price, exercise price~~which oragreement ~~conversion~~includes ~~price~~terms ~~lower~~for ~~than~~reimbursement ~~conversion price~~ of ~~these notes. If these provisions are triggered~~expenses, ~~the~~periodic ~~conversion price of the note will be reduced. As a result~~bonuses, ~~the~~four ~~Company has determined that the conversion feature is not considered to be solely indexed to the Company~~weeks’s ~~own~~vacation ~~stock~~ and isparticipation ~~therefore~~in ~~not~~any employee ~~afforded~~benefits ~~equity~~provided ~~treatment.~~to Inall ~~accordance~~employees ~~with ASC 815, the Company has bifurcated the conversion feature~~ of ~~the~~GreenShift ~~note and recorded a derivative liability~~Corporation.

~~ASC~~The Company’s ~~815~~Articles ~~requires~~of Incorporation provide that the Company ~~management~~shall indemnify its officers, directors, employees and agents to ~~assess~~ the ~~fair~~full ~~market~~extent ~~value~~permitted ofby ~~certain~~Delaware ~~derivatives~~law. atThe ~~each~~Company’s ~~reporting~~Bylaws ~~period~~include provisions to indemnify its officers and ~~recognize~~directors and ~~any~~other ~~change~~persons inagainst ~~the~~expenses ~~fair~~(including ~~market~~attorney’s ~~value~~fees, judgments, fines and amounts paid for settlement) incurred in connection with actions or proceedings brought against them by reason of their serving or having served as ~~another~~officers, ~~income~~directors or in other capacities. The Company does not, however, indemnify them in actions in which it is determined that they have not acted in good faith or ~~expense~~have ~~item~~acted unlawfully. The Company is further subject to various indemnification agreements with various parties pursuant to which the Company has agreed to indemnify and hold such parties harmless from and against expenses and costs incurred (including attorney’s ~~only~~fees, ~~asset~~judgments, orfines ~~liability~~and ~~measured~~amounts atpaid ~~fair~~for ~~value~~settlement) onin aconnection ~~recurring~~with ~~basis~~the isprovision ~~its~~by ~~derivative~~such ~~liability~~parties ~~associated~~of ~~with~~certain ~~convertible~~financial ~~notes~~accommodations ~~payable~~to the Company. Such parties indemnified by the Company include YA Global Investments, L.P., YA Corn Oil Systems, LLC, Viridis Capital LLC, Minority Interest Fund (II) LLC, Acutus Capital LLC, and various family members of the Company’s chairman that have provided the Company with cash investments.

At origination, the Company valued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 1.00 and 2.02 years, risk free rates of between 0.18 and 0.27 percent, and annualized volatility of between 149% and 172%. At September 30, 2015, the Company revalued the conversion features using the following assumptions: dividend yield of zero, years to maturity of between 0.25 and 1.59 years, risk free rates of 0.08 to 0.64 percent, and annualized volatility of between 279 and 390 percent and determined that, during the nine months ended September 30, 2015, the Company’s derivative liability decreased by $2,920,445 to $886,723. The Company recognized a corresponding gain on derivative liability in conjunction with this revaluation.21

NOTE 1013 –RELATED ~~COMMITMENTS~~PARTY ~~AND CONTINGENCIES~~TRANSACTIONS

~~Since~~Minority Interest ~~May~~Fund 15(II), ~~2014~~LLC (“MIF”) is party to certain convertible debentures issued by the Company (see Note 9, Debt Obligations, above). The managing member of MIF is a relative of the Company’s chairman. On December 31, 2015, MIF and Acutus Capital LLC (“AC”) assigned their respective beneficial ownership interests in the Series D Shares to EXO Opportunity Fund LLC (“EXO”) (see Note 11, Shareholders’ Equity, above). EXO, in turn, assigned the corresponding beneficial interests to Bitzio in exchange for 200,000 shares of Bitzio Series E~~-motion~~ ~~leases~~Preferred Stock. On the same date, FLUX Carbon Corporation (“FCC”), an entity owned by Kevin Kreisler, the Company’s chairman, transferred its ~~office~~ownership ~~space~~interest in onViridis aCapital ~~month-~~LLC (“Viridis”) to~~-month~~ ~~basis~~Bitzio. atAs a ~~fixed~~result ~~rate~~of the foregoing transactions, on December 31, 2015, Bitzio was the beneficial owner of $1862,~~750~~500 ~~per~~Series ~~month.~~D ~~Lexi~~Shares, ~~Luu~~as ~~leases~~well ~~its~~as ~~office~~AC’s ~~space~~2011 ~~since~~contractual ~~June~~right 15to receive an additional 124,875 ~~2014~~Series D Shares, atall of which was exchanged for 700,000 shares of the Company’s Series G Preferred Stock. The Company filed a ~~rate~~Certificate of Elimination for its Series D Preferred Stock after completing that transfer. On December 31, 2015, Bitzio entered into a $2~~,099~~.9 ~~per~~million ~~month,~~loan transaction with anTCA ~~increase~~Global Credit Master Fund, LP (“TCA”), pursuant to which Bitzio drew $2.5 million for use in its acquisition of 100,~~162~~000 ~~per~~shares ~~month~~of ~~starting~~the ~~September~~Company’s 1Series G Preferred Stock (see Note 11, ~~2015~~Shareholders’ Equity, above). FCC, the Company, and toeach $2of its subsidiaries,~~227~~ ~~starting~~as ~~September~~well as each of the other subsidiaries of Bitzio, executed 1a Guaranty Agreement in favor of TCA on December 31, ~~2016.~~2015, ~~The~~pursuant ~~agreement~~to ~~provides~~which ~~for~~the $0Company ~~rent~~and its subsidiaries guaranteed payment of ~~for~~all amounts due to TCA under the ~~months~~Credit Agreement (see Note 10, Guaranty Agreement, above). As a result of ~~June~~all ~~2014~~of the foregoing transactions, ~~July~~since December 31, 2015, FCC has been the beneficial owner of 80% of Bitzio’s equity, and ~~August~~Bitzio has ~~2015.~~been ~~Expiration~~the ~~date~~beneficial owner of 80% of GreenShift’s equity. Bitzio develops and commercializes clean technologies that facilitate the ~~lease~~more ~~agreement~~efficient use of natural resources, and is ~~September~~focused 14on doing so primarily in three sectors: agriculture, ~~2017~~energy and lifestyle. Kevin Kreisler, the Company’s chairman and chief executive officer, was appointed to the posts of chairman and chief executive officer upon completion of the foregoing transactions.

~~NOTE~~During the 11year –ended ~~NOTES~~ December 31, 2015, the Company issued a $400,000 convertible debt to Cantrell Winsness Technologies, LLC (“CWT” ~~PAYABLE~~and the “CWT Debenture”) in exchange for all amounts accrued under the TAA and CWT’s interest in the Series F Preferred Stock. CWT shall have the right, but not the obligation, to convert any portion of the convertible debenture into the Company’s common stock at $0.001 per share. The CWT Debenture matures December 31, 2018. CWT delivered a release in favor of the Company in respect of any and all amounts that may have been due under the Company’s Amended and Restated Technology Acquisition Agreement with CWT. The balance of the CWT Debenture was $325,000 at March 31, 2016.

~~From~~During the ~~February~~year ended December 31, 2015, and further to ~~April~~the ~~2014~~Company’s stated diversification plans, the Company invested in the ~~entered~~development ~~into~~of atechnologies ~~marketing~~and ~~agreement~~businesses ~~with~~that ~~Echo~~are ~~Factory,~~strategically-relevant ~~Inc~~to the Company’s existing operations. The ~~agreement~~Company’s wholly-owned ~~provides~~subsidiary, ~~that~~GS CleanTech Corporation, is the ~~Company~~owner ~~will~~of ~~issue~~100% ~~three~~of ~~promissory~~the issued and outstanding membership units of Genarex ~~notes~~LLC to(“GX”), ~~Echo~~an ~~Factory~~entity that in turn holds 36.75% of the issued and outstanding membership units of Genarex FD LLC (“LLC”). LLC was formed in 2015 for the purpose of continuing the development and commercialization of an ~~amount~~intellectual ~~equal~~property toportfolio involving ~~$7,500~~production of carbon-neutral alternatives for ~~service~~fossil ~~provided~~fuel onderived ~~February~~products 14(“Bioproducts Portfolio”), ~~March~~which had 14previously ~~and~~been ~~April~~developed ~~14,~~by ~~2014~~GX in concert with various third parties. ~~The~~Under ~~Promissory~~the associated agreements, an unaffiliated member ~~Note~~of ~~shall~~LLC ~~have~~has 12agreed ~~month~~to ~~term~~provide ~~and~~LLC ~~bear~~up 8%to ~~interest~~$3 ~~and~~million beto ~~unsecured~~fund the continuing development of the Bioproducts Portfolio. As of ~~September 30~~December 31, 2015, the Company extended and had ~~principal~~about ~~outstanding~~ $72,000 in ~~the~~receivables ~~promissory~~due ~~note~~from ~~of $22~~GFD,~~500,~~ ~~and~~which ~~accrued~~amount ~~interest~~has ofsince ~~$2,752~~been paid.

~~During~~As of ~~2012~~the three months ended March 31, ~~the~~2016, ~~Company~~GreenShift ~~borrowed~~had loaned about $5530,000 ~~through~~ anto ~~unsecured~~Plaid ~~promissory~~Canary ~~note~~Corporation ~~bearing~~(“PCC”), for ~~interest~~use atin ~~10%~~the ~~with~~development aof ~~maturity~~agricultural ~~date~~technology; ofabout ~~March 10~~$200,000 ~~2014.~~to ~~During~~FLUX ~~2013~~Carbon Mitigation Fund LLC (“FCMF”), for use in the ~~Company borrowed~~development ~~additional~~of ~~$43,214,~~energy technology and ~~converted~~businesses; and about $8403,~~062~~000 ~~into~~to 8Bitzio,~~062~~ Inc. (“Bitzio”),~~000~~ ~~shares~~for use in the development of ~~common~~lifestyle ~~stock~~technology and businesses. AsThe ofCompany ~~September~~additionally ~~30,~~incurred ~~2015~~about $233,000 ~~the~~in ~~Company~~research and ~~had~~development ~~principal~~costs ~~outstanding~~involving inits ~~the~~efforts ~~promissory~~with ~~note~~PCC and agricultural technology. FLUX Carbon Corporation (“FCC”) is the beneficial owner of ~~$90~~an 80% equity interest in Bitzio,~~152,~~ and ~~accrued~~of ~~interest~~the majority of ~~$27~~the stock of the companies which own PCC and FCMF. FCC is owned by Kevin Kreisler,~~545~~ our chairman and chief executive officer.

~~F-12~~22

~~On June~~NOTE 4,14 ~~2012,~~SEGMENT Bitzio, Inc. and ACT entered into a share purchase agreement wherein Bitzio acquired all of the issued and outstanding member’s equity in exchange for 3,300,000 Series A Convertible Redeemable Preferred shares of the Company. On February 22, 2013, the two parties agreed to unwind the transaction by Bitzio returning the ACT shares acquired and ACT returning the Bitzio preferred share consideration for cancellation. In addition, Bitzio agreed to pay an aggregate of 147,000 Euros ($194,447 USD) to ACT. The Company re-measured the amount due in U.S. dollars as of September 30, 2015 and recorded a gain on foreign currency transaction of $13,803. The amount due as of September 30, 2015 is $164,082.INFORMATION

OnWe ~~March~~determined 1,our ~~2013,~~reporting ~~Lexi-Luu~~units ~~borrowed~~in ~~$20~~accordance with ASC 280,~~000~~ ~~through~~“Segment anReporting” ~~unsecured~~(“ASC ~~promissory~~280”). ~~note~~We evaluate ~~bearing~~a ~~interest~~reporting ~~36%,~~unit ~~due~~by onfirst ~~demand~~identifying its operating segments under ASC 280. AsWe ofthen ~~September~~evaluate each operating segment to 30determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, ~~2015~~we evaluate those components to determine if they must be aggregated into one or more reporting units. If applicable, ~~the~~when ~~Company~~determining ~~had~~if ~~principal~~it ~~outstanding~~is inappropriate ~~the~~to ~~promissory~~aggregate ~~note~~different ofoperating ~~$20~~segments,~~000~~ ~~and~~we ~~accrued~~determine if ~~interest~~the ofsegments ~~$18~~are economically similar and,~~600~~ if so, the operating segments are aggregated.

OnThe ~~July~~Company’s 1,operations ~~2013,~~during ~~Lexi-Luu~~the ~~borrowed~~three ~~$10,000~~months ~~through~~ended anMarch ~~unsecured promissory note bearing interest $1~~31,~~076~~ ~~maturity~~2016 ~~date~~and of2015 ~~January 1,~~are ~~2014.~~classified ~~This~~into ~~note~~two isreportable ~~currently~~business atsegments: Lifestyle ~~default,~~ and ~~bearing 45% interest~~Agriculture. AsEach of ~~September~~these ~~30,~~segments ~~2015,~~is ~~the~~organized ~~Company~~based ~~had~~upon ~~principal~~the ~~outstanding in~~nature ~~the~~of ~~promissory~~products ~~note~~and ofservices $offered. ~~5,128~~Summarized financial ~~and~~information ~~accrued~~about ~~interest~~each ofsegment ~~$4,097.~~is provided below:

On March 20, 2015, Lexi-Luu borrowed $10,100 through an unsecured promissory note bearing interest 20% starting from April 1, 2015, due on demand. As of September 30, 2015, the Company had principal outstanding in the promissory note of $10,100 and accrued interest of $1,010.

Three Months Ended March 31, 2016	Corporate			Lifestyle			Agriculture			Total

Total Assets	$	713,111		$	236,862		$	5,317,726		$	6,267,699

Revenue	$	—		$	55,563		$	894,239		$	949,802
Costs of sales		—			34,684			71,701			106,385
Depreciation/amortization expense		833			—			801			1,634
Operating expenses - other		714,894			43,790			365,142			1,123,826

Gain on extinguishment of debt		2,551,613			—			—			2,551,613
Amortization of note discount		(646,827	)		—			—			(646,827	)
Interest expense		(260,127	)		—			—			(260,127	)
Change in fair value of derivatives		(1,829,976	)		—			—			(1,829,976	)
Foreign currency transaction loss		(7,806	)		—			—			(7,806	)
Equity loss from investee		—			—			(140,479	)		(140,479	)
Other expense		(75,000	)		—			—			(75,000	)
Income (loss) before taxes		(983,850	)		(22,911	)		316,116			(690,645	)
Taxes		(10	)		—			(2,510	)		(2,520	)
Net income (loss)	$	(983,860	)	$	(22,911	)	$	313,606		$	(693,165	)

Three Months Ended March 31, 2015

Total Assets	$	1,589,950		$	545,478		$	1,147,427		$	3,282,855

Revenue	$	—		$	125,449		$	912,804		$	1,038,253
Costs of sales		—			63,519			277,663			341,182
Depreciation/amortization expense		2,725			—			801			3,526
Operating expenses - other		638,898			110,387			1,180,073			1,929,358

Change in fair value of derivatives		2,820,002			—			—			2,820,002
Foreign currency transaction gain		19,992			—			—			19,992
Interest expense		(618,530	)		—			(348,260	)		(966,790	)
Gain (loss) on extinguishment of debt		(931,434	)		—			—			(931,434	)
Income (loss) before taxes		648,407			(48,457	)		(893,993	)		(294,043	)
Taxes		—			—			—			—
Net loss	$	648,407		$	(48,457	)	$	(893,993	)	$	(294,043	)

OnDuring ~~September~~the ~~30,~~three ~~2015,~~months ~~the~~ended ~~Company~~March ~~borrowed~~31, ~~$66~~2016,~~000~~ ~~through~~for aour ~~promissory~~agriculture ~~note~~segment, ~~from~~four acustomers ~~third~~each ~~party~~provided ~~bearing~~over 610% ~~interest,~~of ~~with~~our arevenue 50and 48% ~~debt~~of ~~discount~~total ~~and~~revenue ain ~~maturity~~the ofaggregate; 5during ~~years.~~the Asthree ofmonths ~~September~~ended 30March 31, 2015, ~~the~~four ~~Company~~customers ~~had~~each ~~principal~~provided ~~outstanding~~over in10% ~~the promissory note~~ of ~~$66~~our revenue,~~000,~~ ~~and~~including ~~accrued~~two ~~interest~~customers ofthat ~~$11.~~accounted ~~$452~~for ofmore ~~the~~than ~~debt~~50% ~~discount~~of ~~was amortized during nine months ended September 30, 2015~~sales.

On September 30, 2015, the Company borrowed $11,999 through a promissory note from a third party bearing 6% interest, with a 50% debt discount and a maturity of 5 years. As of September 30, 2015, the Company had principal outstanding in the promissory note of $11,999, and accrued interest of $2. $82 of the debt discount was amortized during nine months ended September 30, 2015.23

NOTE 1215 –INVESTMENT ~~PREFERRED~~IN ~~STOCK~~JOINT VENTURE UNDER THE EQUITY METHOD

The Company’s wholly-owned subsidiary, GS CleanTech Corporation, is ~~authorized~~the toowner ~~issue~~of 100% of the issued and outstanding membership 25units of Genarex LLC (“GX”),~~000,000~~ ~~shares~~an entity that in turn holds 36.75% of ~~preferred~~the ~~stock,~~issued and outstanding membership units of Genarex FD LLC (“LLC”). LLC was formed in 2015 for the purpose of continuing the development and commercialization of an intellectual property portfolio involving production of carbon-neutral alternatives for fossil fuel derived products (“Bioproducts Portfolio”), which 2had previously been developed by GX in concert with various third parties. ASC 810 requires the Company to evaluate non-consolidated entities periodically and as circumstances change to determine if an implied controlling interest exists. The Company has evaluated this equity investment and concluded that LLC is a variable interest entity and the Company is not the primary beneficiary. LLC’s fiscal year end is December 31. Under the associated agreements,~~500~~ an unaffiliated member of LLC has agreed to provide LLC up to $3 million to fund the continuing development of the Bioproducts Portfolio. The members also assigned their respective interests in the Bioproducts Portfolio to LLC. GX’s contribution was valued at $4 million,~~000~~ however, ~~shares~~the ~~are~~relevant ~~designated~~agreements asprovide ~~Series~~for AGX ~~Convertible~~to ~~Redeemable~~receive ~~Preferred~~a ~~Stock~~preferential distribution until it receives approximately $3 million, 1at which point GX’s interest will decrease from 36.75% to 24.50%. The Company engaged two separate third party valuation firms,~~000~~ the first to complete a fairness opinion in respect of the foregoing,~~000~~ ~~shares~~and ~~are~~the ~~designated~~second to perform a valuation of GX’s interest in LLC using the fair value method as ~~Series~~defined Bby ~~Convertible~~FASB ~~Preferred~~ASC ~~Stock~~805-10-20. Under this method, ~~999~~fair ~~shares~~value ~~are~~is ~~designated~~defined as ~~Series~~“the price Cthat ~~Preferred~~would ~~Stock~~be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date.” Using the income approach, the valuation company used the discounted cash flow method to develop ~~par~~low, ~~value~~mid and high cash projections for LLC’s potential business model by estimating the expected cash flows derived from production of $0LLC’s products on a commercial scale.~~001~~ As of March 31, 2016, the Company had funded $1,150,335 towards operations and 35research and development of LLC,~~750~~ ~~shares~~of ~~are~~which ~~designated~~$1,028,860 has been reimbursed under the relevant joint venture agreements. The following presents unaudited summary financial information for LLC. Such summary financial information has been provided herein based upon the individual significance of this unconsolidated equity investment to the consolidated financial information of the Company. The investment balance carried on the Company’s balance sheet amounts to $3,219,876 as ~~Series~~of DMarch ~~Preferred~~31, ~~Stock~~2016. The Company’s share of the net loss from LLC for the three months ended March 31, 2016 was $140,479.

~~Series~~SUMMARIZED FINANCIAL ADATA ~~Preferred~~FOR ~~Stock~~LLC (unaudited):

As of September 30, 2015 and December 31, 2014, there were 2,043,120 shares of Series A Convertible Redeemable Preferred Stock issued and outstanding. The shares have the following provisions:

	3/31/2016
Current assets	$	2,188
Intangible assets, net		3,476,190
Current liabilities		170,391
Members’ equity		3,009,900

● Series A Convertible Redeemable Shares have no dividend rights. ● In the event of liquidation, following the sale or disposition of all or substantially all of the Company’s assets, the holders of the Series A Convertible Redeemable Preferred Stock shall be entitled to receive an amount equal to the per share price of the stock ($0.0025 per share). ● Series A Convertible Redeemable shares have no voting rights. ● Each share of Series A Convertible Redeemable Preferred Stock is convertible, at the option of the holder, at any time prior to January 2, 2017, and upon payment of $0.40 per share, into two fully paid and non-assessable shares of the Company’s common. ● At any time after January 2, 2017, the Company may redeem, at the discretion of the Board of Directors, any or all of the series A convertible redeemable preferred stock for the per share price of the stock ($0.0025 per share).

	Three Months Ended 3/31/2016
Net sales	$	--

Operating expenses		239,399
Amortization expense		142,857
Net (loss)		(382,256	)

~~Designation~~NOTE ~~and~~16 ~~Sale~~SUPPLEMENTAL ofDISCLOSURE ~~Series B~~OF ~~Preferred~~CASH ~~Stock~~FLOW INFORMATION

~~On November 18, 2013 the Company filed~~The ~~with~~following ~~the~~is ~~Nevada Secretary of State~~ a ~~Certificate~~summary of ~~Designation~~supplemental ofdisclosures ~~1,000,000 shares~~ of ~~Series~~cash Bflow ~~Convertible~~information ~~Preferred~~for ~~Stock, which had been designated by~~ the ~~Company’s~~three ~~Board~~months ofended ~~Directors~~March as31, ~~authorized~~2016 byand ~~the Registrant’s Articles of Incorporation. The holders of shares of Series B Preferred Stock will have the following rights~~2015:

● The holder may convert the Series B Preferred Stock into common stock. All 1,000,000 shares of Series B Preferred Stock are convertible into 19.8% of the common stock outstanding after the conversion, measured on the date of each conversion. ● The holder will have voting rights equivalent to the number of shares of common stock into which the holders Series B Preferred Stock is convertible. ● In the event of a liquidation of the Registrant, the holder of each share of Series B Preferred Stock will be entitled to a liquidation preference of $1.50. ● The holder will participate in any dividend payable to the holders of the common stock on an as-converted basis.

	3/31/2016		3/31/2015
Cash paid for the following:
Interest	$	--	$	--
Total interest paid in cash		--		--

Supplemental disclosure of non-cash investing and financing activities::
Debentures converted into common stock	$	30,332	$	1,480,070
Reduction in value of conversion features of convertible debt from conversions		3,271		15,793
Accretion of preferred stock dividends		16,382		--
Debt discount on convertible notes payable		--		150,000
Common stock converted to preferred stock		--		157,500

~~The Company will have the right to redeem the Series B Preferred Stock for a payment of $1.50 per share.~~24

OnNOTE ~~November~~17 18, 2013 the Company sold 500,000 shares of Series B Preferred Stock to 112359 Factor Fund, LLC (“Factor Fund”) for a total of $250,000. The Company and Factor Fund also agreed that in each of the five months commencing February 2014 Factor Fund will purchase an additional 100,000 shares of Series B Preferred Stock for $50,000 - i.e. a total of 500,000 shares sold during those five months for a total of $250,000. During the year ended December 31, 2014, Factor Fund purchased 500,000 additional shares of Series B Preferred Stock for $250,000RESTATEMENT

FThe Company has restated its results for the three months ended March 31, 2015, to correct erroneously capitalized share-13based payments to our former CFO and CEO related to the business combination between Bitzio Inc., Lexi Luu Designs and E-motion Apparel (see Note 18, Acquisitions, below), and combine common stock to be issued in the amount of $131,376 into additional paid in capital. The table below summarizes the impact of the restatement described above on financial information previously reported on the Company’s Form 10-Q for the period ended March 31, 2015:

Designation and Sale of Series C Preferred Stock

	Original			Adjustments			As Restated

Balance Sheet for Three Months Ended 3/31/15:

Prepaid expense	$	456,203		$	(416,628	)	$	39,575
Total current assets		708,266			(416,628	)		291,638
Total assets		1,504,481			(416,628	)		1,379,491
Additional paid in capital		18368,569			(285,252	)		18,083,317
Stock to be issued		131,376			(131,376	)		--
Total stockholders’ deficit, Bitzio		(3,019,231	)		(416,628	)		(3,435,859	)
Total stockholders’ deficit		(3,028,100	)		(416,628	)		(3,444,728	)
Total liabilities and stockholders’ deficit		1,504,481			(416,628	)		1,087,853

OnNOTE ~~December~~18 3, 2013 the Company filed with the Nevada Secretary of State a Certificate of Designation of 999 shares of Series C Preferred Stock, which had been designated by the Company’s Board of Directors as authorized by the Registrant’s Articles of Incorporation. The holders of shares of Series C Preferred Stock will have the following rights:ACQUISITIONS

●On July ~~The~~16, ~~holder~~2014, ofwe ~~each~~entered ~~share~~into ~~will~~a ~~have~~sales ~~the~~purchase ~~right~~agreement to ~~cast~~acquire 100% of the ~~number~~outstanding shares of ~~votes~~Lexi ~~that~~Luu ~~equals~~Designs, ~~the~~Inc. (“LL”). ~~product~~Bitzio ~~obtained~~paid by500,000,000 ~~dividing~~restricted ~~(a)~~common shares for this acquisition. 300,000,000 shares valued $0.0014, the ~~number~~market price of ~~votes~~the ~~that~~Company’s stock on the ~~holders~~day of ~~all~~acquisition, ~~voting~~or ~~securities~~$420,000, ~~other~~was ~~than~~the ~~Series~~consideration Cgiven. ~~Preferred~~The ~~Stock~~other ~~outstanding~~200,000,000 shares onwere recorded as compensation for the ~~record~~continuing ~~date~~employment for Mr. Blanchette and will be expensed over the ~~stockholder~~service ~~action~~period of ~~are~~20 ~~entitled~~months. toThe ~~cast~~value byof ~~(b)~~the ~~nine~~shares ~~hundred~~will ~~ninety-eight~~be ~~(998),~~amortized ~~with~~over the ~~result~~service ~~that~~period ~~all~~of ~~999~~approximately 20 months. LL shareholders are able to earn an additional $300,000 in restricted common shares over the course of ~~Series~~three Cyears ~~Preferred~~in ~~Stock~~an ~~together~~earn-out ~~will~~upon ~~have~~hitting 50certain revenue benchmarks.1% The Company recorded an earn-out contingent liability of ~~the~~$87,000 ~~voting~~as ~~power~~part of the ~~Registrant~~acquisition. ●We Inaccounted for the ~~event~~transaction ofas a ~~liquidation~~business ofcombination. Of the ~~Registrant,~~purchase ~~the~~price ~~holder~~paid as of ~~each~~July ~~share~~16, of2014 ~~Series~~($183,629) Bwas ~~Preferred~~allocated ~~Stock~~among ~~will~~the assets beand ~~entitled~~liabilities and the difference was assigned to aintangible ~~liquidation~~assets. ~~preference~~As of ~~$.01.~~March ●31, ~~The~~2016 ~~holder~~and ~~will~~December ~~not~~31, ~~participate~~2015, inthe ~~any~~revenue of ~~dividend~~LL ~~payable~~was tobelow the ~~holders~~earn-out ofrevenue ~~the~~benchmark, ~~common~~we ~~stock~~wrote onoff an$0 ~~as-converted~~and ~~basis~~$27,000 in contingent liability, respectively. ●Per OnASC ~~November~~805-10-50-4, if 29the acquirer is a public entity, ~~2015~~if comparative financial statements are presented, ~~each~~the ~~outstanding~~revenues ~~share~~and earnings of ~~Series~~the Ccombined entity ~~Preferred~~for ~~Stock~~the ~~shall~~current bereporting ~~deemed~~period toas ~~have~~though ~~been~~the ~~automatically~~acquisition ~~redeemed~~date byas of the ~~Corporation.~~beginning Noof ~~redemption~~the ~~price~~annual ~~shall~~reporting ~~be payable~~period.

OnThe following ~~December~~table 3,summarizes ~~2013~~our ~~the~~consolidated ~~Board~~results of ~~Directors sold~~operations ~~333~~for ~~shares~~the ofyear ~~Series~~ended CDecember ~~Preferred~~31, ~~Stock to each of Gordon McDougall~~2014, ~~Marilu~~as ~~Brassington~~well ~~and~~as ~~Hubert~~unaudited ~~Blanchette~~pro forma ~~for~~consolidated aresults ~~price~~ of ~~$.01~~operations ~~per~~as ~~share.~~though ~~The three shareholders were~~ the ~~members~~Lexi ofLuu ~~the~~Designs ~~Registrant’s~~and ~~Board~~E-motion ofApparel ~~Directors~~acquisitions athad ~~that~~occurred ~~time.~~on ~~The Company~~January ~~valued the shares at $99~~1, ~~but immediately revalued the shares to the amount to be paid at settlement or $0.~~2014:

Designation and Sale of Series D Preferred Stock

	As Reported 12/31/14			Pro Forma 12/31/14

Net sales	$	394,511		$	767,310
Net income (loss)		(1,187,360	)		(1,174,919	)
Earnings per common share:
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)

~~On August 5, 2014 the Registrant filed~~The ~~with~~unaudited ~~the~~pro ~~Nevada~~forma ~~Secretary~~information ofset ~~State~~forth aabove ~~Certificate~~is offor ~~Designation~~informational ofpurposes ~~35,750~~only. ~~shares~~The ofpro ~~Series~~forma Dinformation ~~Preferred~~should ~~Stock,~~not ~~which~~be ~~had been designated~~considered byindicative ~~the Registrant’s Board~~ of ~~Directors~~actual asresults ~~authorized~~that bywould ~~the~~have ~~Registrant’s~~been ~~Articles~~achieved ofif ~~Incorporation.~~the ~~The~~Lexi ~~holders~~Luu ~~of shares~~Designs ofand ~~Series~~E-motion DApparel ~~Preferred~~acquisitions ~~Stock~~had ~~will~~occurred on ~~have~~January ~~the~~1, ~~following rights:~~2014.

●On July ~~The~~18, ~~holder~~2014, ofwe ~~each~~entered ~~share~~into ~~will~~a ~~have~~sales ~~the~~purchase ~~right~~agreement to ~~cast~~acquire 100% of the ~~number~~outstanding shares of ~~votes~~E-motion ~~that~~Apparel, ~~equals~~Inc. (“EA”). Bitzio paid 350,000,000 restricted commons shares for this acquisition. All 350,000,000 shares were recorded as compensation for the ~~votes~~continuing ~~that~~employment ~~could~~for Ms. Brassington and Ms. Cunningham and will be ~~cast~~expensed byover the ~~holder~~service period of 1020 months. E-motion Apparel shareholders are able to earn an additional $300,000 in restricted common shares over the course of ~~common~~years ~~stock~~in an earn-out upon hitting certain revenue benchmarks. ●The InCompany ~~the~~recorded ~~event~~an earn-out contingent liability of a$48,000 as ~~liquidation~~part of the ~~Registrant,~~acquisition. We accounted for the ~~holder~~transaction ofas ~~each~~a ~~share~~business combination. Of the purchase price paid as of ~~Series~~July 18, D2014 ~~Preferred~~($26,235) ~~Stock~~was ~~will~~allocated beamong ~~entitled~~the toassets aand ~~liquidation~~liabilities ~~preference~~and ofthe $difference was assigned to intangible assets.~~01.~~ ●This ~~The~~License Agreement ~~holder~~between ~~will~~Bitzio ~~not~~and ~~participate~~E-motion inApparel ~~any~~was ~~dividend~~cancelled ~~payable~~on toJuly 18, 2014 and was replaced with the ~~holders~~sales purchase agreement. As of March 31, 2016 and December 31, 2015, as the ~~common~~revenue ~~stock~~of EA was below the earn-out revenue benchmark, we wrote off $0 and $33,000 in contingent liability, respectively.

During the nine months ended September 30, 2015 the Company issued 15,750 shares of Series D preferred shares in exchange for the return of 157,500,000 shares of its common stock. Subsequently, on May 28, 2015, 15,750 shares of Series D preferred shares were converted back into 157,500,000 shares of common stock. As of September 30, 2015 0 shares of Series D preferred stock were outstanding.25

~~NOTE~~The total 13purchase –price ~~COMMON~~for ~~STOCK~~the LL acquisition was allocated as follows:

On January 13, 2014 the Company filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation. The Certificate of Amendment increased the number of authorized shares of common stock from 250 million to 2 billion. On September 12, 2014 the Company filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation. The Certificate of Amendment increased the number of authorized shares of common stock from 2 billion to 4.2 billion. On April 9, 2015 the Company filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation. The Certificate of Amendment increased the number of authorized shares of common stock from 4.2 billion to 10 billion. There were 7,320,754,217 shares issued and outstanding as of September 30, 2015. The activity surrounding the issuances of the Common Stock is as follows:

Assets
Cash	$	170
Accounts receivable		794
Inventories		64,883
Property and equipment		2,724
Other assets		19,503
Intangible assets-Customer relationships		690,629

Liabilities
Accounts payable and accrued liabilities		(256,030	)
Due to shareholder		(15,673	)
Earn-out contingent liability		(87,000	)
Net assets acquired	$	420,000

~~During~~The total ~~the~~purchase ~~nine~~price ~~months~~for ~~ended September 30, 2015~~ the ~~Company~~EA ~~issued~~acquisition ~~3,493,226,298~~was ~~shares~~allocated inas ~~conversion of notes payable of $288,256, and 1,036,333,333 shares for accrued salaries.~~follows:

NOTE 14 – STOCK OPTIONS AND WARRANTS

Assets
Inventories	$	165,807
Other assets		5,050
Intangible assets-Customer relationships		74,235

Liabilities
Accounts payable and accrued liabilities		(197,092	)
Earn-out contingent liability		(48,000	)
Net assets acquired	$	-

The customer ~~following~~relationships ~~table~~are ~~summarizes~~being ~~all~~amortized ~~stock~~over ~~option~~their ~~and~~estimated ~~warrant activity~~useful ~~for~~lives ~~the~~of ~~nine~~2 ~~months ended September 30, 2015:~~years.

	Number of Warrants			Weighted Average Exercise Price
Balance outstanding, December 31, 2014		14,588,616		$	0.35
Granted		-			-
Exercised		-			-
Forfeited		-			-
Expired		(744,000	)	$	0.40
Balance outstanding, September 30, 2015		13,844,616		$	0.35
Exercisable, September 30, 2015		13,844,616		$	0.35

NOTE 19

SUBSEQUENT EVENTS

~~F-14~~During the three months ended June 30, 2016, the Company entered into two release agreements pursuant to which the Company and the associated creditors agreed to fully satisfy $413,252 in obligations plus related accrued interest in exchange for $15,000 in cash and 200,000,000 shares of the Company’s common stock.

~~The following table discloses information regarding outstanding and exercisable options and warrants at September 30, 2015:~~26

		Outstanding						Exercisable
Range of Exercise Prices		Number of Option Shares		Weighted Average Exercise Price		Remaining Weighted Average Contractual Term (Years)		Number of Option Shares		Weighted Average Exercise Price
	$ 0.20 - $0.29		2,000,000		0.20		1.17		2,000,000		0.20
	$ 0.30 - $0.39		11,774,616		0.37		0.97		11,774,616		0.37
	$ 0.40 - $0.50		70,000		0.40		1.25		814,000		0.40
			13,844,616		0.33		1.00		13,844,616		0.33

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

~~NOTE~~The following 15discussion –and ~~FAIR~~analysis ~~VALUE~~provides ~~MEASUREMENTS~~information which management believes is relevant to an assessment and understanding of our consolidated financial condition and results of operations. This discussion should be read in conjunction with the consolidated financial statements included herewith and notes to the consolidated financial statements thereto and the risk factors contained herein.

~~Our financial assets and (liabilities)~~CAUTIONARY ~~carried~~INFORMATION atREGARDING ~~fair~~FORWARD ~~value~~LOOKING ~~measured on a recurring basis as of September 30, 2015 and December 31, 2014 consisted of the following:~~STATEMENTS

	Fair Value Measurements Using
	Total Fair			Quoted prices in		Significant other			Significant
	Value at			active markets		observable inputs			Unobservable inputs
Description	September 30, 2015			(Level 1)		(Level 2)			(Level 3)
Derivative liability (1)	$	(886,723	)	$	—	$	(886,723	)	$	—

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to our outlook or expectations for earnings, revenues, expenses, asset quality or other future financial or business performance, strategies or expectations, or the impact of legal, regulatory or supervisory matters on our business, results of operations or financial condition. Specifically, forward-looking statements may include statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” “may,” “could,” “should,” “will,” or similar expressions. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements contained herein reflect management’s judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Future performance cannot be ensured. Although we believe that our expectations regarding future events are based on reasonable assumptions, any or all forward-looking statements in this report may turn out to be incorrect. They may be based on inaccurate assumptions or may not account for known or unknown risks and uncertainties. Consequently, no forward-looking statement is guaranteed, and actual future results may vary materially from the results expressed or implied in our forward-looking statements. The cautionary statements in this report expressly qualify all of our forward-looking statements. In addition, we are not obligated, and do not intend, to update any of our forward-looking statements at any time unless an update is required by applicable securities laws. Factors that could cause actual results to differ from those expressed or implied in the forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A, Risk Factors of our annual report on Form 10-K for the year ended December 31, 2015. Specifically, we may experience significant fluctuations in future operating results due to the uncertain results of pending patent litigation as well as a number of economic conditions, including, but not limited to, competition, the actions of third parties infringing our patents, commodity market risks, financial market risks, counter-party risks, risks associated with changes to federal policy or regulation or to the laws upon which our intellectual property rights are based, the timely completion of corn oil extraction projects by our licensees, the amount of corn oil recovered by our licensees, and other risk factors detailed in our reports filed with the SEC. Actual results may differ materially from projected results due, without limitation, to unforeseen developments.

	Fair Value Measurements Using
	Total Fair			Quoted prices in		Significant other			Significant
	Value at			active markets		observable inputs			Unobservable inputs
Description	December 31, 2014			(Level 1)		(Level 2)			(Level 3)
Derivative liability (1)	$	(3,212,200	)	$	—	$	(3,212,200	)	$	—

In light of these assumptions, risks and uncertainties, the results and events discussed in the forward-looking statements contained in this report or in any document incorporated by reference might not occur. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report or the date of the document incorporated by reference in this report. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

~~(1) The derivative is calculated using the Black Scholes Pricing Model~~27

~~NOTE 16 – CONCENTRATION OF RISK~~OVERVIEW

~~For the nine months ended September 30~~Bitzio, Inc. ~~2015~~(“we,” ~~we derived approximately 32 % of~~ “our,” ~~sales~~“us,” ~~from~~or ~~contracts~~the ~~with~~“Company”), ~~three customers. Our standard contract with customers~~develops isand ~~for~~commercializes anclean ~~initial~~technologies ~~one~~that ~~year~~facilitate ~~term,~~the ~~and~~more ~~renews~~efficient ~~automatically~~use ~~for~~of ~~successive~~natural ~~one-month~~resources. ~~terms,~~We ~~unless~~are ~~either~~focused ~~party~~on ~~terminates~~doing ~~upon~~so 30primarily ~~days’~~in ~~written~~three ~~notice~~sectors: toagriculture, ~~the~~energy ~~other~~and ~~party~~lifestyle.

~~NOTE~~The Company’s 17portfolio –of ~~SUBSEQUENT~~patented ~~EVENTS~~and patent-pending technologies covers oil extraction and refining, renewable fuels and chemicals, solar energy and fuels, energy and chemical detection, wearables and consumer products, among others. Our plan to bring our technologies to market involves utilization of strategically-relevant infrastructure in targeted channels.

~~None~~We generate revenue today from our efforts in agriculture, where we license commercially-available technologies to U.S. ethanol producers, and provide our licensees with success-driven, value-added services and other solutions based upon our expertise, know-how, technologies, and patent position. We also generate sales in our lifestyle group by producing and selling activewear and other apparel for women and children, an important early-adopter market for wearable technologies that we are developing. In addition, we are evaluating a number of investments and acquisitions in each of our targeted sectors, each with a view toward internalizing additional revenue, management, and infrastructure that we can leverage to bring our technologies to market.

FWe believe that the first, best and most cost-15effective way to achieve positive environmental change of any magnitude is to develop technology-driven economic incentives that motivate large groups of people and companies to make incremental environmental contributions that are collectively very significant – contributions that cumulate to catalyze disruptive environmental gains.

~~ITEM~~We invented, 2developed, and commercialized technologies that integrate into the back-end of existing dry mill corn ethanol plants to extract and recover a historically-overlooked natural resource – inedible crude corn oil, a valuable feedstock for use in the production of advanced carbon-neutral liquid fuels and other biomass-derived alternatives to fossil fuel-based products. We ~~MANAGEMENT’~~estimate that over 80% of the U.S. ~~DISCUSSION~~dry ~~AND~~mill ~~ANALYSIS~~ethanol OFindustry ~~FINANCIAL~~is ~~CONDITION~~producing ~~AND~~corn ~~RESULTS~~oil OFusing ~~OPERATIONS~~at least one of the inventions claimed in our issued extraction patents. That adoption rate corresponds to an estimated industry-wide output capable of offsetting more than about 20 million barrels of fossil fuel-derived crude oil per year, while saving trillions of cubic feet per year of natural gas, eliminating tens of millions of metric tons per year of greenhouse gas emissions, and infusing more than an estimated $1 billion per year of increased income into the corn ethanol industry – the foundation of North America’s renewable fuel production capability.

~~Current~~Those are ~~Business~~globally-meaningful ~~Plan~~gains, and they are repeatable. To that end, we have developed a portfolio of new patented and patent-pending technologies capable of significantly expanding on our work to date in the ethanol industry. Those technologies involve new uses and products for extracted corn oil as well as other components of various ethanol process streams. We are also actively evaluating diversification opportunities, including applications of our technologies in other industries and potential acquisitions of companies with assets, customers, operations or other resources that are strategic to the commercialization of our technologies in targeted industries.

~~From November 18,~~Diversification ~~2013~~is ~~until~~important ~~July~~to ~~18,~~mitigate ~~2014~~the ~~Bitzio,~~risk ~~Inc.~~that ~~served~~we asmay ~~the~~not ~~exclusive~~prevail ~~worldwide~~in ~~distributor~~our ~~for~~ongoing ~~E-motion~~patent ~~Apparel,~~infringement ~~Inc~~litigation. ~~E-motion~~In ~~Apparel is~~October a2014, ~~women’s~~the District ~~contemporary~~Court ~~brand~~in ~~specializing~~Indiana ruled in favor of the ~~resort-wear~~defendants ~~market.~~on ~~E-motion~~their ~~represents~~motions ~~equal~~for ~~parts~~summary ~~fashion,~~judgment ~~function and~~alleging ~~wearable~~that ~~art.~~our ~~E-motion~~corn ~~apparel~~oil isextraction patents ~~every~~were ~~daywear~~invalid, ~~for~~including ~~every~~US ~~woman~~Pat. ~~E-motion~~Nos. is7,601,858 aand ~~modern~~8,168,037. ~~take~~In onDecember ~~tie-dye~~2014, tothe ~~create~~U.S. ~~comfortable, dynamic~~Patent ~~casual~~and ~~wear~~Trademark ~~for~~Office ~~today’s~~allowed three ~~active~~new ~~lifestyle.~~corn ~~The~~oil ~~brand’s~~extraction ~~product~~patent ~~line~~applications ~~incudes~~(U.S. ~~maxi~~Patent ~~dresses,~~Application ~~mini~~Nos.: ~~dresses~~11/908,891, ~~skirts~~13/185, ~~tops~~841 and ~~pants~~13/450,997). inEach application ~~both~~was ~~hand~~examined ~~tie-dye patterns~~ and ~~solid~~considered ~~colors.~~patentable ~~The~~by ~~brand~~a ~~currently~~different ~~uses~~patent ~~mainly~~examiner ~~one fabric manufactured both domestically~~ and ~~overseas.~~after ~~The~~each ~~styles~~had ~~are~~considered ~~made~~the ~~with~~summary ~~the~~judgment decision. ~~intention~~We tocannot ~~appeal~~speak to ~~most~~the ~~demographics~~significance ~~from~~of ~~women~~the inconflicting ~~their~~determinations, ~~20s~~however, tounder ~~women~~applicable ~~into~~standards, ~~60s.~~a patent ~~The~~is ~~fabric,~~not ~~styles~~invalid until and ~~hand~~unless ~~tie-dyed~~a ~~methods~~final ~~are~~judgment ~~what~~of ~~differentiate~~invalidity ~~this~~is ~~brand~~rendered ~~from~~after ~~other~~all ~~similar~~available ~~brands~~appeals inhave ~~the~~been ~~market~~exhausted. ~~The brand~~We ~~will~~believe ~~market~~in ~~its~~our ~~production~~intellectual ~~through~~property ~~traditional~~rights ~~channels~~and ~~such~~the assystem ~~trade~~of ~~shows,~~checks ~~sales~~and ~~representatives,~~balances ~~online~~designed ~~marketing~~to ~~and~~protect ~~social media.~~those ~~The~~rights ~~product~~– isboth in ~~manufactured~~the ~~primarily~~patent ~~locally~~office and ~~shipped~~the ~~from~~courts, ~~our~~and ~~local~~we ~~facilities.~~will ~~E-motion~~appeal ~~Apparel~~the issummary ~~currently~~judgment inruling ~~high-end boutiques~~at ~~and~~the ~~resorts~~appropriate ~~across~~time. ~~the~~Nevertheless, ~~country~~diversification of ~~and~~our ~~expanding~~revenue ~~both~~mix ~~domestically~~is ~~and~~key ~~internationally~~goal for 2016.

~~During February 2014 the Company completed its first acquisition, taking control of the Cleo VII brand.~~28

~~On July 16, 2014,~~PLAN weOF entered into a sales purchase agreement to acquire 100% of the outstanding shares of Lexi Luu Designs. Bitzio paid 500,000,000 restricted commons shares for this acquisition. 300,000 shares valued $0.0014, the market price of the Company’s stock on the day of acquisition, or $420,000, was the consideration given. The other 200,000 shares, or $280,000 were recorded as pre-paid compensation per the guidance at ASC 805-10-55-25, as they are considered compensation for continuing employment of Mr. Blanchette. The value of the shares will be amortized over the service period of approximately 20 months. Lexi Luu shareholders are able to earn an additional $300,000 in restricted common shares over the course of years in an earn out upon hitting certain revenue benchmarks. The Company recorded an earnout contingent liability of $87,000 as part of the acquisition. We accounted for the transaction as a business combination. Of the purchase price paid as of July 16, 2014 ($183,629) was allocated among the assets and liabilities and the difference was assigned to intangible assets.OPERATIONS

OnWe will ~~July~~continue ~~18,~~our ~~2014, we~~work ~~entered~~with ~~into~~our alicensees ~~sales~~in ~~purchase~~our ~~agreement~~agriculture group to ~~acquire~~maximize ~~100% of~~ the ~~outstanding~~benefits ~~shares~~and ofminimize ~~E-motion~~the ~~Apparel.~~costs ~~Designs.~~of ~~Bitzio paid~~recovering ~~350,000,000~~as ~~restricted~~much ~~commons~~oil ~~shares for this acquisition. All 350,000 shares, or $455,000 were recorded~~ as ~~pre-paid~~possible ~~compensation per~~with ~~the~~our ~~guidance at ASC 805-10-55-25~~technologies, asand ~~they~~we ~~are~~remain ~~considered~~focused ~~compensation~~on ~~for~~winning ~~continuing~~new ~~employment~~business ofand ~~Ms.~~increasing ~~Brassington,~~our ~~Ms.~~licensed ~~Cunningham~~penetration. ~~and~~To ~~Ms.~~do ~~Brito.~~so ~~The~~moving ~~value~~forward, ofwe ~~the shares~~ will becontinue ~~amortized~~to ~~over~~provide ~~the~~our ~~service~~licensees ~~period~~with ofexceptional ~~approximately~~services, 20the ~~months. E~~highest-~~motion~~performing ~~Apparel~~systems available, ~~shareholders~~and ~~are~~access ~~able~~ to ~~earn~~new antechnologies ~~additional~~for ~~$300,000~~further gains in ~~restricted~~licensee ~~common~~profitability ~~shares~~and ~~over~~competitive ~~the~~advantage. ~~course~~We ofwill ~~years~~also incontinue ~~an earn out upon~~to ~~hitting~~expand ~~certain~~our ~~revenue~~patent ~~benchmarks~~portfolio. ~~The~~We ~~Company~~have ~~recorded~~many anadditional ~~earnout~~patents ~~contingent~~pending ~~liability~~and ofwe ~~$48,000~~remain ascommitted ~~part~~to ofdeveloping ~~the~~new ~~acquisition.~~technologies to Wefurther ~~accounted~~enhance ~~for~~ the ~~transaction~~profitability asof aour ~~business combination~~licensees. OfAnd, ~~the~~we ~~purchase~~will ~~price~~stay ~~paid~~the ascourse ofin ~~July~~our ~~18,~~ongoing ~~2014~~infringement ~~($26,235)~~litigation ~~was~~with ~~allocated~~a ~~among~~view ~~the~~towards ~~assets~~enhancing and ~~liabilities~~protecting ~~and~~ the ~~difference~~significant ~~was~~competitive ~~assigned~~advantage toof ~~intangible~~our ~~assets~~licensees. ~~This License Agreement between Bitzio and E-motion Apparel was cancelled on July 18, 2014 and was replaced with the sales purchase agreement.~~

OnOur lifestyle ~~February~~group ~~26, 2015,~~has ~~the~~historically ~~Company~~focused ~~entered~~on ~~into~~acquiring, promoting and ~~closed~~marketing ~~under~~ a ~~securities~~portfolio ~~purchase~~of ~~agreement~~consumer toapparel ~~acquire~~brands. ~~100%~~Our ofplan for ~~all~~this ~~outstanding~~group ~~shares~~in 2016 involves the acquisition of ~~Skipjack Dive~~a ~~and~~strategic ~~Dancewear,~~activewear ~~Inc.~~brand, infollowed ~~exchange~~by ~~for~~the amarketing 2%of ~~subordinate~~the ~~secured~~new ~~term~~brand ~~note~~along with inour ~~the~~existing ~~aggregate~~activewear ~~principal~~brands, ~~amount~~with an objective of ~~$100,000.~~increasing ~~The note~~apparel ~~has~~sales aby ~~maturity~~20% ~~date~~by ofyear ~~September~~end ~~30,~~as ~~2015,~~compared ~~and~~to islast ~~convertible~~year. Moreover, atwe ~~the~~plan ~~rate~~to complete development of ~~$0.10~~commercial ~~per~~prototypes ~~share~~based ~~into~~on ~~1,000,000~~our ~~shares~~energy ofconversion ~~common stock~~wearable oftechnology ~~the~~during ~~Company~~2016.

~~On March 3, 2015,~~Our ~~the~~financial ~~Company~~performance ~~entered~~for ~~into~~2016 and ~~closed~~beyond ~~under~~can abe ~~securities~~expected ~~purchase agreement~~ to ~~acquire~~be ~~100%~~most ofsignificantly ~~all~~impacted ~~outstanding~~by ~~shares~~the amount of ~~Punkz~~oil ~~Gear,~~that our licensees ~~Inc.~~produce, inthe ~~exchange~~market price for athat 2%oil, ~~subordinate~~the ~~secured~~extent ~~term~~to ~~note~~which inwe collect reasonable royalties, and the ~~aggregate~~costs ~~principal~~incurred ~~amount~~in our ongoing litigation for infringement of ~~$200,000~~our patents. ~~The~~In ~~note~~addition, ~~has~~future aresults ~~maturity~~may be improved by the significant interest in our engineering ~~date~~and ofother ~~September~~services 30in connection with the design, ~~2015~~construction, integration and ismodification ~~convertible~~of atcorn ~~the~~oil ~~rate~~extraction ofsystems $0and other new systems for existing and prospective licensees.10 ~~per~~We ~~share~~expect ~~into~~that ~~2,000,000~~these ~~shares~~activities ofwill ~~common~~contribute ~~stock~~to ofrevenue ~~the~~during ~~Company~~2016.

~~The~~We additionally ~~financial~~expect ~~statements included~~to continue to incur substantial costs in ~~this~~connection ~~report~~with ~~reflect~~our ~~the~~ongoing ~~results~~litigation for infringement of ~~Skipjack~~our patented oil extraction technologies. These costs decreased during 2015 but are expected to continue through 2016 in advance of trial. These expenses may delay or otherwise adversely affect our ability to achieve our profitability and ~~Punkz~~debt ~~Gear~~reduction ~~post~~goals. ~~acquisition~~We hope to eventually eliminate our litigation expense, but we must and will take all necessary steps to bring infringement of our patents to an end.

~~Going~~Our brands ~~Concern~~are subject to competition from various domestic and foreign brands. Each brand has competitors within each of its specific distribution channels that span a broad variety of product categories. These competitors have the ability to compete in terms of fashion, quality, price and/or advertising. We also compete with traditional apparel and consumer brand companies and with other brand management companies for acquisitions.

~~As a result of~~COMPONENTS ~~our~~OF ~~financial~~REVENUES ~~condition,~~AND our independent auditor has expressed in its opinion on our financial statements of December 31, 2014 uncertainty as to our ability to continue as a going concern. In order to continue as a going concern we must effectively balance many factors and begin to generate revenue so that we can fund our operations from our sales and revenues. If we are not able to do this we may not be able to continue as an operating company.EXPENSES

~~Results~~On December 31, 2015, we acquired an 80% interest in GreenShift Corporation (“GreenShift”), the operations of ~~Operations~~which comprised all of our efforts in our agriculture group during 2015. We accounted for that transaction on the basis that the Company and GreenShift were under common control, and accordingly have combined the results of operations of both previously separate entities for the three months ended March 31, 2015, such that total revenues for 2015 derived from our agriculture and lifestyle segments, in the form of license royalties and related products and services (agriculture), and activewear apparel sales (lifestyle)).

~~Three~~Our revenues ~~months~~related ~~ended~~to ~~September~~our 30agriculture segment are derived from royalty-bearing licenses issued to ethanol producers that use our patented and patent-pending technologies. In return, we receive ongoing royalty fees under our license agreements that are based ~~2015~~on ~~compared~~the market value of the corn oil produced by our licensees. Our license agreements also call for our provision of technical services to ~~three~~our ~~months~~licensees, ~~ended~~which ~~September~~we 30provide to maximize the benefit of our technologies to our clients and, ~~2014~~derivatively, us by way of increased royalty income. These services include design, procurement, integration and ongoing support services. In these cases, our royalty payments were equal to the gross profit realized upon sale of corn oil, or the difference between the market price of the corn oil produced and our discounted purchase price in each relevant license.

~~Revenues~~Selling, general and administrative expenses consist of payroll, office expenses, insurance and professional fees for accounting, legal, consulting and investor relations activities. Payroll, including employee salaries, incentives and benefits, are the largest single category of expenditures in selling, general and administrative expenses. Other income (expense) includes interest earned, interest expenses, amortization expenses, income or expenses relating to the changing value of the conversion benefit embedded into our convertible debentures and other non-operating items. Notably, our agreements with our lenders provide for the accrual of our interest expenses pending conversion or other payment.

For the three months ended September 30, 2015, we had revenues of $117,549, compared to $207,804 for the three months ended September 30, 2014. Sales decreased in 2015, mainly due to declining orders from our top customer, and lack of capital to boost sales.29

4OFF-BALANCE SHEET ARRANGEMENTS

~~The~~We do ~~following~~not ~~table shows~~have ~~the~~any ~~contribution~~off-balance sheet arrangements that have or are reasonably likely to ~~revenue~~have ofa current or future material effect on our ~~subsidiaries:~~consolidated financial condition, results of operations or liquidity.

	Q3 2015 Revenue		% of Total Revenue
E-Motion Apparel	$	49,372		42	%
Lexi Luu Designs	$	62,509		53	%
Cleo VII	$	-		-	%
Skipjack	$	220		1	%
Punkz Gear	$	5,448		4	%

RESULTS OF OPERATIONS

~~Cost~~Three Months ofEnded ~~Revenue~~March 31, 2016 Compared to Three Months Ended March 31, 2015

~~For~~We accounted for the ~~three~~GreenShift ~~months~~acquisition ~~ended~~on ~~September~~the ~~30,~~basis ~~2015, our~~that ~~cost~~the ofCompany ~~revenue~~and ~~was~~GreenShift ~~$75,272,~~were ~~compared~~under tocommon ~~$48~~control as of December 31,~~696~~ ~~for~~2015, ~~the~~and ~~three~~accordingly ~~months~~have ~~ended~~combined ~~September~~the ~~30,~~results ~~2014.~~of ~~Gross~~operations ~~profit~~of ~~was~~both ~~$42,277~~previously ~~and $159,108~~separate entities for the three months ended March ~~September 30~~31, 2015 ~~and 2014, respectively~~. ~~The~~Our ~~decrease~~results of ~~$116,831~~operations ~~in gross profit is due to decreased sales. The gross profit margin decrease from 77%~~ for the three months ended ~~September~~March ~~2015~~31, to2016, ~~36%~~consequently ~~for~~include ~~three~~the ~~months~~prior ~~ended~~year period ~~September~~results ~~2014~~of isGreenShift ~~due~~and toits ~~increased costs of production labor~~subsidiaries.

~~Operating~~Revenues for ~~Expenses~~the three months ended March 31, 2016, were about $949,000 as compared to $1.0 million generated during the three months ended March 31, 2015. Revenue for the three months ended March 31, 2016, included approximately $895,000 in agriculture segment revenue and $56,000 in lifestyle segment revenue. In the comparable period of the prior year, agriculture segment revenue was about $913,000 as well as $125,000 in lifestyle segment revenue.

The decrease ~~primary~~in ~~component~~sales during 2016 from the lifestyle segment included a slight decrease in sales by the Company’s lifestyle subsidiaries (Lexi Luu and E-motion) due to the seasonality of ~~our~~the ~~operating~~business. ~~expenses~~There was also a slight decrease in sales for ~~the~~GreenShift and ~~three~~its ~~months~~subsidiaries. ~~ended~~In ~~September~~regards 30to the agriculture segment, ~~2015~~revenue ~~consisted~~in offuture ~~general~~periods ~~and~~will ~~administrative~~remain ~~expenses~~subject to variance in connection with a number of ~~$319~~factors,~~799. During~~ including the ~~three~~rate ~~months~~at ~~ended~~which ~~September~~our ~~30,~~licensees ~~2014~~commence production, ~~our~~the ~~general~~amount ~~and~~of ~~administrative~~corn ~~expenses~~oil ~~totaled~~that ~~$186~~our licensees produce,~~843.~~ ~~General~~the ~~and~~market ~~administrative expenses~~price ~~increased~~for bythat ~~$132~~corn oil,~~936~~ ~~mainly~~the ~~due~~extent to ~~the~~which ~~amortization~~we ofcollect ~~intangible~~reasonable ~~assets~~royalties, and ~~prepaid~~the ~~management~~degree ~~wages~~to ~~related~~which we provide event-driven systems integration services to ~~newly~~our licensees involving the design, construction, integration and modification of ~~acquired~~licensed ~~subsidiaries~~technologies.

~~The remainder of~~Costs ~~our~~of ~~operating~~sales ~~expenses~~ for the three months ended ~~September~~March 3031, ~~2015~~2016 ~~consisted~~were ofabout ~~professional~~$106,000, ~~fees~~including ofabout $2272,~~554.~~000 ~~During~~from ~~the~~our ~~three months~~agriculture ~~ended~~segment ~~September~~and about 30$34,000 ~~2014,~~from our ~~professional~~lifestyle ~~fees~~segment. ~~totaled~~These amounts compared to about $94341,~~842.~~000 ~~Professional~~in ~~fees~~total ~~fell~~for ~~year-to-year~~the ~~due~~three tomonths ~~the~~ended ~~change~~March 31, in2015, $278,000 from our ~~business~~agriculture ~~plan~~segment and ~~management~~about ~~practices~~$63,000 which was attributable to our lifestyle segment.

~~Loss~~We generated ~~from~~about ~~Operations~~$843,000 in gross profit for the three months ended March 31, 2016, as compared to about $697,000 for the three months ended March 31, 2015. Increased economies of scale with respect to our costs of sales and gross profit can be expected moving forward in both segments during 2016 given our stated growth plans for the year.

~~Due~~Operating expenses tofor ~~our~~the ~~significant~~three months ended March 31, 2016 and 2015, were about $1.1 million and $1.9 million, respectively. Operating ~~increase~~expenses during 2016 included $0 in ~~general~~research and ~~administrative~~development ~~expenses~~costs as well as $246,000 ~~our~~in ~~loss~~professional ~~from~~fees. ~~operations~~Operating ~~increased~~expenses during ~~from~~2015 included about $~~122~~321,~~577~~000 ~~for~~in ~~the~~research ~~three~~and ~~months~~development ~~ended~~costs, ~~September 30~~and $600,000 ~~2014~~in toprofessional fees, of which about $~~300~~200,~~056~~000 associated ~~for~~with ~~the~~our ~~three~~agriculture ~~months~~segment ~~ended~~was ~~September~~accrued ~~30,~~and ~~2015~~not paid during the year.

We had a total operating loss of about $282,000 during 2016 as compared to an operating loss of about $1.2 million in 2015. Other expense ~~Expense~~for the three months ended March 31, 2016, was about $408,000, while other income for the three months ended March 31, 2015, was about $1.3 million. We realized a debt extinguishment gain of about $2.5 million in 2016 from our agriculture segment which were offset by about $347,000 in interest expense $647,000 in amortization of note discount and $1.8 million from the change in derivative liabilities. Our other income or expense in 2015 included about $967,000 in interest expense (including about $348,000 from the intrinsic value of a beneficial conversion feature) and a loss on extinguishment of debt of about $931,000 which were offset by a $2.8 million gain on change in derivative liabilities.

~~During~~Net loss for the three months ended ~~September~~March 3031, ~~2015~~2016, wewas ~~incurred~~about ~~interest charges of~~ $48693,~~593 as a result of financing transactions during the period~~000. ~~Our~~Net ~~interest~~loss ~~expense~~ for the three months ended ~~September~~March 3031, ~~2014~~ 2015, was about $~~270~~294,~~660~~000. ~~The decrease is attributable to the initial valuation of convertible debt.~~

We accounted for our convertible debt in accordance with ASC 815, Derivatives and Hedging , as the conversion feature embedded in the convertible debentures could result in the note principal and related accrued interest being converted to a variable number of our common shares. The conversion feature on these debentures is variable and based on trailing market prices. It therefore contains an embedded derivative. The fair value of the conversion feature was calculated when the debentures were issued, and we recorded a derivative liability for the calculated value. The conversion liability is valued at the end of each reporting period and results in a gain or loss for the change in fair value. Due to the volatile nature of our stock, the change in the derivative liability and the resulting gain or loss will usually be material to our results. During the three months ended September 30, 2015, we recorded a gain of $96,557, as the value of our derivative liabilities decreased by that amount. During the three months ended September 30, 2014, we recorded a gain of $440,137, as the value of our derivative liabilities decreased by that amount.

During the three months ended September 30, 2015 we incurred foreign currency transaction loss of $118, compared to gain of $15,611 during the three months ended September 30, 2014. We also incurred loss on extinguishment of debt of $0 for the three months ended September 30, 2015, compared to loss on extinguishment of debt of $39,928 during the three months ended September 30, 2014.Derivatives

We accounted ~~acquired~~for aour ~~51%~~convertible debt in accordance with ASC 815, Derivatives and Hedging as the conversion feature embedded in the ~~ownership~~convertible ~~interest~~debentures could result in ~~Cleo~~the ~~VII~~note principal and related accrued interest being converted to a variable number of our common shares. The conversion feature on these debentures is variable and based on trailing market prices. It therefore contains an embedded derivative. The fair value of the conversion feature was calculated when the debentures were issued, ~~Inc~~and we recorded a note discount and derivative liability for the calculated value. We recognize interest expense for accretion of the note discount over the term of the note. The ~~net~~conversion liability is valued at the end of each reporting period and results in a gain or loss for ~~attributable~~the change in fair value. Due to ~~non-controlling~~the ~~interest~~volatile nature of $7our stock,~~350~~ the change in the derivative liability and the resulting gain or loss will usually be material to our results. The principal amount on our convertible obligations was $~~14,700~~6.6 ~~reflects~~million ~~operations~~as inof ~~Cleo~~March ~~VII~~31, ~~Inc.~~2016, ~~attributable~~and to the ~~non-controlling~~unamortized ~~interest~~note ~~holder~~discount ~~for~~was $4.0 million. For the three months ended ~~September~~March 3031, ~~2015~~2016, ~~and~~a ~~2014,~~loss for the ~~respectively~~change in fair value of the derivative of about $1.8 million was recognized for these debentures. The total derivative liability as of March 31, 2016, was about $13.0 million.

~~Net~~LIQUIDITY AND ~~Loss~~CAPITAL RESOURCES

AsOur primary asource ~~result~~ of ~~the~~ ~~foregoing,~~liquidity during 2016 was cash produced by our operations. During the three months ended ~~September~~March 3031, ~~2015~~2016, we produced ~~recorded~~about a$304,000 ~~net~~in ~~loss~~cash offrom our operating activities, used about $~~252~~610,~~210~~000 ~~compared~~from toour ainvesting ~~net~~activities ~~income~~and ofwe used about $22471,~~583~~000 ~~for~~from our financing activities, primarily to repay debt to YAGI Assignees. During the three months ended ~~September~~March 3031, ~~2014~~2015, we used about $399,000 of net cash, produced about $18,000 from our investing activities and used $63,000 from our financing activities. Our cash balances at March 31, 2016, and December 31, 2015, were about $1.2 million and $1.9 million, respectively. The Company had a working capital deficit of about $18.2 million at March 31, 2016, about $2.6 million of which was attributable to current obligations convertible into Company common stock.

5Our financial position and liquidity moving forward will be based on our ability to generate cash flows from our operations, as well as the level of our outstanding indebtedness and our debt service obligations. Our business is highly impacted by commodity price volatility, primarily in the market for corn oil. While demand for extracted corn oil is strong in the biodiesel and multiple other markets, decreases in the price of corn oil will have a negative impact on the amount of cash we are able to produce from our operating activities.

~~Nine~~The Company ~~months~~completed ~~ended~~$2.9 ~~September~~million 30in debt financing with TCA Global Credit Master Fund, LP (“TCA”) on December 31, 2015. $2.0 ~~compared~~million of the TCA loan proceeds were paid by the Company to ~~nine~~GreenShift’s ~~months~~senior ~~ended~~lender ~~September~~as 30part of the consideration the Company paid to acquire equity in GreenShift. While GreenShift is no longer the direct obligor of the corresponding liability, GreenShift ~~2014~~is a guarantor of the Company’s loan to TCA, as well as the primary source of the cash flow the Company relies upon to service its debt with TCA.

~~Revenues~~As of March 31, 2016, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital resources.

For the nine months ended September 30, 2015, we had revenues of $339,008, compared to $295,058 for the nine months ended September 30, 2014. Sales grew in 2015, as a result of the acquisitions as described above.31

~~The~~ITEM ~~following~~3 ~~table shows~~QUANTITATIVE ~~the~~AND ~~contribution~~QUALITATIVE toDISCLOSURES ~~revenue~~ABOUT ofMARKET ~~our subsidiaries:~~RISK

	Nine months 2015 Revenue		% of Total Revenue
E-Motion Apparel	$	121,633		36	%
Lexi Luu Designs	$	196,510		58	%
Cleo VII	$	-		-	%
Skipjack	$	4,497		1	%
Punkz Gear	$	16,368		5	%

Not applicable.

~~Cost~~ITEM of4 ~~Revenue~~CONTROLS AND PROCEDURES

~~For~~Our ~~the~~principal ~~nine~~executive ~~months~~officer ~~ended~~and ~~September~~principal ~~30,~~financial ~~2015,~~officer ~~our~~participated ~~cost~~in and supervised the evaluation of ~~revenue~~our ~~was~~disclosure ~~$214,800,~~controls and ~~compared~~procedures to(as ~~$48,696~~defined ~~for~~in Rules 13(a)-15(e) and 15(d)-15(e) under the ~~nine~~Securities ~~months~~Exchange ~~ended~~Act ~~September 30~~of 1934, ~~2014~~as amended (the “Exchange Act”)). ~~Gross~~The ~~profit~~Company’s ~~was~~chief ~~$124,208~~executive officer and ~~$246~~chief financial officer determined that,~~362~~ ~~for~~as of the ~~nine~~end ~~months~~of ~~ended~~the ~~September~~period covered 30by this report, ~~2015~~the ~~and~~Company ~~2014,~~had ~~respectively.~~a ~~The~~material ~~gross~~weakness because it did not have a sufficient number of personnel with an appropriate ~~profit~~level ~~margin~~of ~~decrease~~knowledge ~~from~~and ~~83%~~experience ~~for~~of generally accepted accounting principles in the ~~nine~~United ~~months~~States ~~ended~~of ~~September~~America ~~2014~~(U.S. toGAAP) ~~37%~~that are ~~for~~commensurate ~~three~~with ~~months~~the ~~ended~~Company’s ~~September~~financial ~~2015~~reporting isrequirements. ~~due~~As toa result, Management concluded that the Company’s ~~increased~~disclosure ~~costs~~controls ofand ~~production~~procedures ~~labor~~were not effective at March 31, 2016.

~~Operating~~There have ~~Expenses~~been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The primary component of our operating expenses for the nine months ended September 30, 2015 consisted of general and administrative expenses of $1,054,871. During the nine months ended September 30, 2014, our general and administrative expenses totaled $407,249. General and administrative expenses increased by $647,622 mainly due to the amortization of intangible assets and management prepaid wage related to newly acquired subsidiaries.32

~~The remainder of~~PART ~~our~~II ~~operating~~– ~~expenses~~OTHER for the nine months ended September 30, 2015 consisted of professional fees of $126,709. During the nine months ended September 30, 2014, our professional fees totaled $456,421. Professional fees decrease due to the change in our business plan and management practices.INFORMATION

~~Loss~~ITEM ~~from~~1 ~~Operations~~LEGAL PROCEEDINGS

~~Due to our significant~~See ~~increase~~Note in12 ~~general~~to ~~and~~the ~~administrative~~Consolidated ~~expenses,~~Financial ~~our~~Statements ~~loss from operations increased from $617,308~~ for ~~the~~litigation ~~nine~~events ~~months~~during ~~ended September 30, 2014 to $1,057,372 for~~ the ~~nine~~recent ~~months ended September 30, 2015~~quarter.

~~Other~~ITEM ~~Expense~~1A RISK FACTORS

~~During~~Our investors should consider the ~~nine months~~risks ~~ended~~that ~~September~~could ~~30,~~affect ~~2015~~us weand ~~incurred~~our ~~interest~~business ~~charges~~as ofset ~~$540~~forth in Part I,~~415~~ asItem a1A, ~~result~~Risk Factors of ~~financing~~our ~~transactions~~Annual ~~during~~Report ~~the~~on ~~period. Our~~Form ~~interest~~10-K ~~expense~~ for the ~~nine~~year ~~months~~ ended ~~September~~December 3031, ~~2014~~2015. ~~was~~There ~~$613,610~~has been no material change from the risks set forth in that Report.

~~We accounted for~~Although ~~our~~we ~~convertible~~have ~~debt~~attempted into ~~accordance~~discuss ~~with~~meaningful ~~ASC 815~~factors, ~~Derivatives~~our ~~and~~investors ~~Hedging,~~need asto ~~the~~be ~~conversion~~aware ~~feature~~that ~~embedded~~other infactors ~~the~~and ~~convertible debentures~~risks ~~could~~may ~~result~~become important in the ~~note principal and related accrued interest being converted to a variable number of our common shares~~future. ~~The~~New ~~conversion~~risks ~~feature~~may onemerge ~~these~~at ~~debentures~~any ~~is variable and based on trailing market prices~~time. ItWe ~~therefore~~cannot ~~contains~~predict ansuch ~~embedded derivative.~~risks ~~The~~or ~~fair~~estimate ~~value of~~ the ~~conversion~~extent ~~feature~~to ~~was~~which ~~calculated~~they ~~when~~may ~~the~~affect our ~~debentures~~operations ~~were issued,~~ and wefinancial ~~recorded a derivative liability for the calculated value~~performance. ~~The~~Investors ~~conversion~~should ~~liability~~carefully isconsider ~~valued at~~ the ~~end~~discussion of ~~each~~risks ~~reporting period~~ and ~~results~~the inother ~~a gain~~information orincluded ~~loss for the change~~ in ~~fair~~this ~~value.~~Quarterly ~~Due~~Report toon ~~the~~Form ~~volatile nature of our stock~~10-Q, ~~the~~including ~~change in~~ the ~~derivative~~Cautionary ~~liability~~Information ~~and~~Regarding ~~the~~Forward-Looking Information ~~resulting~~provided ~~gain~~above orin ~~loss~~Part ~~will usually be material to our results. During the nine months ended September 30~~I, ~~2015,~~Item ~~we recorded a gain of $~~2,~~920,445,~~ asManagement’s ~~the~~Discussion ~~value~~and ofAnalysis ~~our derivative liabilities decreased by that amount. During the nine months ended September 30, 2014, we recorded a gain~~ of ~~$278,879,~~Financial asCondition ~~the~~and ~~value~~Results of ~~our derivative liabilities increased by that amount~~Operations.

~~During~~ITEM ~~the~~2 ~~nine months~~UNREGISTERED ~~ended~~SALES ~~September~~OF ~~30,~~EQUITY ~~2015~~SECURITIES weAND ~~incurred~~USE aOF foreign currency transaction gain of $13,803, compared to $16,729 during the nine months ended September 30, 2014. We also incurred loss on extinguishment of debt of $977,876 and $42,778 for the nine months ended September 30, 2015 and 2014, respectively.PROCEEDS

WeDuring the ~~acquired~~three months ended March 31, 2016, the Company issued a ~~51% ownership~~total ~~interest~~of 300,000,000 shares for services to be settled in ~~Cleo~~common ~~VII,~~stock in ~~Inc~~the amount of $30,000. The ~~net~~sales ~~loss~~were ~~attributable~~exempt pursuant to ~~non-controlling~~Section ~~interest~~4(2) of ~~$22,050~~the ~~and~~Securities ~~$19,894~~Act ~~reflects~~since ~~operations~~ the sales were not made in a ~~Cleo~~public ~~VII,~~offering ~~Inc.~~and ~~attributable~~were made to ~~the~~entities ~~non-controlling~~whose ~~interest~~principals ~~holder~~had ~~for~~access to detailed information about the ~~nine~~Company ~~months~~and ~~ended~~were ~~September~~acquiring the ~~30,~~shares ~~2015~~for ~~and~~the ~~2014,~~entity’s ~~respectively~~own account. There were no underwriters.

~~Net~~ITEM ~~Loss~~3 DEFAULTS UPON SENIOR SECURITIES

~~As a result of the foregoing, during the nine months ended September 30, 2015, we recorded a net income of $358,585 compared to a net loss $978,088 for the nine months ended September 30, 2014~~None.

6ITEM 4 MINE SAFETY DISCLOSURES

~~Liquidity and Capital Resources~~Not Applicable.

~~Our~~ITEM ~~principal~~5 ~~need for~~OTHER liquidity have been to fund operating losses, working capital requirements, acquisitions, and debt service. Unfortunately, at September 30, 2015 we had low liquidity, with current assets consisting of $60 in cash, $215,808 in prepaid expenses, $215,162 in inventory, and $6,690 in accounts receivable. We expect that working capital requirements will continue to be our principal need for liquidity over the near term. Working capital requirements are expected to increase as a result of our anticipated growth, both organically and through future acquisitions. Accordingly, we will be working aggressively to secure sources of financing.INFORMATION

~~We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern~~None. Our ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to cease operations. Management’s plan is to seek equity and/or debt financing. However management cannot provide any assurances that we will be successful in accomplishing any of our plans.

~~Cash Used in Operations~~33

~~Our net~~ITEM ~~cash~~6 used in operating activities was $172,061 for the nine months ended September 30, 2015, compared to $291,191 for the nine months ended September 30, 2014. The increase of $360,752 in prepaid expense for nine months ended September 30, 2015 from $5,435 for the nine months ended September 30, 2014, is related to the valuation of customer relations for acquisitions. Loss on extinguishment of debt is $977,876 and $42,778 for nine months ended September 30, 2015 and 2014, the increase changes is related to several debt assignments. The net changes in accounts payable and accrued payable is $75,903 for the nine months ended September 30, 2015 compared to $384,896 for the nine months ended September 30, 2014, which included increases liabilities related to consulting expense during nines months ended September 30, 2014 and liabilities related to Lexi Luu acquisition.EXHIBITS

~~Cash~~The following ~~Used~~are inexhibits ~~Investing~~filed ~~Activities~~as part of GreenShift’s Form 10-Q for the quarter ended March 31, 2016:

~~Our net cash used~~INDEX byTO ~~investing activities was $0 and $116,382 for the nine months ended September 30, 2015 and 2014.~~EXHIBITS

Cash Provided by Financing Activities

Exhibit Number		Description

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 as incorporated herein by reference

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002 as incorporated herein by reference

101.INS		XBRL Instance

101.SCH		XBRL Schema

101.CAL		XBRL Calculation

101.DEF		XBRL Definition

101.LAB		XBRL Label

101.PRE		XBRL Presentation

Our net cash provided by financing activities was $150,263 for the nine months ended September 30, 2015, compared to $406,050 for the nine months ended September 30, 2014. For the nine months ended September 30, 2015, our cash provided by financing activities consisted primarily of proceeds from convertible notes payable of $120,000 and $39,000 from notes payable.34

~~Contractual obligations and other commitments~~SIGNATURES

~~The~~Pursuant to ~~following~~the ~~table summarized~~requirements ~~our~~of ~~contractual~~Section ~~obligations~~13 asor 15 (d) of ~~September~~the ~~30,~~Securities ~~2015,~~Exchange ~~and~~Act of 1934, the ~~effect~~registrant ~~these~~has ~~obligations~~duly ~~are~~caused ~~expected~~this report to ~~have~~be signed on ~~our liquidity~~its ~~and~~behalf ~~cash~~by ~~flows~~the inundersigned, ~~future~~thereunto ~~periods~~duly authorized on the date indicated.

			Payments due by period
	Total		Less than 1 Year		1-2 Years		3-4 Years		5+ Years
Related party debts	$	619,938	$	619,938	$	-	$	-	$	-
Notes payable		347,651		347,651		-		-		-
Convertible notes		931,939		931,939		-		-		-
Total	$	1,899,528	$	1,899,528	$	-	$	-	$	-

BITZIO, INC.

Off-balance sheet arrangements

By:	/s/ KEVIN KREISLER
	KEVIN KREISLER
	Chairman, Chief Executive Officer
Date:	July 7, 2016

As of September 30, 2015, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital resources.35

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of September 30, 2015, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms. The evaluation disclosed the following material weaknesses in our disclosure controls and procedures:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act. 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.

2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. We outsource the bookeeping operations of our company. Because we have no bookkeeping staff, we outsource most of the basic accounting functions of our Company to an independent consultant. This consultant is self-directed, and is not directly answerable to the Company’s management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the consultant.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2015, our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the fiscal quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

There are presently no pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject.

ITEM 1A – RISK FACTORS

There have been no material changes from the risk factors included in the Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unless otherwise noted, the issuances noted below are all considered exempt from registration by reason of Section 4(a)(2) of the Securities Act of 1933, as amended.

During the three months ended September 30, 2015 the Company issued 1,141,476,297 shares in conversion of notes payable of $214,151.

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None.

ITEM 6 – EXHIBITS

The following exhibits are filed as part of this quarterly report on Form 10-Q:

Exhibit No.		Description
31.1		Rule 13a-14(a) Certification - CEO*
31.2		Rule 13a-14(a) Certification - CFO*
32.1		Rule 13a-14(b) Certification - CEO*
32.2		Rule 13a-14(b) Certification - CFO*
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

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

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.

	Bitzio, Inc.
Dated: November 20, 2015	By:	/s/ Hubert Blanchette
	Name:	Hubert Blanchette, Chief Executive Officer
Dated: November 20, 2015	By:	/s/ Marilu Brassington
	Name:	Marilu Brassington, Chief Financial and Accounting Officer

Filing Compare · Bitzio, Inc.