GlyEco, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - GlyEco, Inc.	Financial_Report.xls
EX-32.2 - GlyEco, Inc.	ex32-2.htm
EX-32.1 - GlyEco, Inc.	ex32-1.htm
EX-31.1 - GlyEco, Inc.	ex31-1.htm
EX-31.2 - GlyEco, Inc.	ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2013

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

Commission file number: 000-30396

GLYECO, INC.

(Exact name of registrant as specified in its charter)

Nevada				45-4030261
(State or other jurisdiction of incorporation)				(IRS Employer Identification No.)
4802 East Ray Road, Suite 23-408 Phoenix, Arizona				85044
(Address of principal executive offices)				(Zip Code)

(866) 960-1539

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Yes x No ¨

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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 ct. (Check one):

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

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

Yes ¨ No x

As of May 13, 2013, there were 40,352,618 shares of common stock, par value $0.0001 per share, and 2,342,750 shares of Series AA preferred stock, par value $0.0001 per share, of the Registrant issued and outstanding.

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TABLE OF CONTENTS

		Page No:
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets – March 31, 2013 and December 31, 2012	3
	Consolidated Statement of Operations – Three Months Ended March 31, 2013 and 2012	4
	Consolidated Statement of Shareholders' Equity – Three Months Ended March 31, 2013	5
	Consolidated Statement of Cash Flows – Three Months Ended March 31, 2013 and 2012	6
	Notes to the Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
Signatures		26

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GLYECO, INC. and Subsidiaries

Consolidated Balance Sheets

ASSETS

	March 31,			December 31,
	2013			2012
	(unaudited)			(audited)
Current assets
Cash	$	2,040,730		$	1,153,941
Accounts receivable, net		713,636			116,963
Prepaid expenses		9,930			12,550
Inventories		88,109			58,719
Total current assets	$	2,852,405		$	1,342,173

Equipment
Equipment		2,785,049			756,047
Accumulated depreciation		(127,534	)		(70,641	)
Total equipment, net	$	2,657,515			685,406

Other assets
Goodwill		158,131			159,484
Other intangible assets		3,500,000			3,500,000
Total other assets	$	3,658,131			3,659,484

Total assets	$	9,168,051		$	5,687,063

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses	$	270,231		$	184,134
Due to related parties		691,081			470,443
Interest payable		-			616,462
Convertible note payable		-			1,000,000
Capital lease obligation		296,100			-
Total current liabilities		1,257,412			2,271,039

Long-term liabilities
Capital lease obligation		1,376,685			-
Total long-term liabilities		1,376,685			-

Total liabilities		2,634,097			2,271,039

Stockholders' equity
Series AA Preferred stock; $0.0001 par value; 3,000,000 shares authorized and 2,342,750 and zero shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively (liquidation preference of $1,171,379)		234			-
Preferred stock; $0.0001 par value; 10,000,000 shares authorized and zero shares issued and outstanding as of March 31, 2013 and December 31, 2012		-			-
Common stock, $.0001 par value; 40,352,618 and 36,149,991 shares issued and outstanding as of March 31, 2013 and December 31, 2012 respectively		4,037			3,615
Additional paid in capital		16,013,978			12,413,761
Options and warrants outstanding		347,840			351,855
Accumulated deficit		(9,832,135	)		(9,353,207	)
Total stockholders' equity		6,533,954			3,416,024

Total liabilities and stockholders' equity	$	9,168,051		$	5,687,063

See accompanying notes to the financial statements

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GLYECO, INC. and Subsidiaries

Consolidated Statements of Operations

	Three months ended March 31,
	2013			2012
	(unaudited)			(unaudited)

Sales, net	$	1,232,667		$	418,817
Cost of goods sold		1,165,582			368,784
Gross profit		67,085			50,033

Operating expenses
Consulting fees		158,742			130,662
Salaries and wages		157,517			51,540
Legal and professional		63,575			61,158
General and administrative		108,177			75,896
Total operating expenses		488,011			319,256

Loss from operations		(420,926	)		(269,223	)

Other income and expenses
Interest income		(528	)		(50	)
Interest expense		58,530			42,734
Total other income and expenses		58,002			42,684

Loss before provision for income taxes		(478,928	)		(311,907	)

Provision for income taxes		-			-

Net loss	$	(478,928	)	$	(311,907	)

Weighted average number of common shares outstanding		38,387,216			23,531,284

Basic and fully diluted loss per share	$	(0.01	)	$	(0.01	)

See accompanying notes to the financial statements

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GLYECO, INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity


	Preferred Stock				Common Stock				Additional
	Shares		Par Value		Shares		Par Value		Paid -In		Options and			Accumulated			Totals
									Capital		Warrants			Deficit

Balance, December 31, 2012						36,149,991		3,615		12,413,761		351,855			(9,353,207	)	$	3,416,024

Common shares for acquisition						377,372		38		188,648								188,686

Common shares for equipment						46,842		5		39,995								40,000

Common shares for rent						131,600		13		65,787								65,800

Common Shares for note conversion						940,000		94		469,906								470,000

Series AA Preferred Shares for note conversion		2,342,750		234						1,171,141								1,171,375

Common shares for cash						2,673,578		267		1,660,729								1,660,997

Warrants and options exercised						33,235		5		4,010		(4,015	)					-

Net loss for the period															(478,928	)		(478,928	)

Balance, March 31, 2013		2,342,750		234		40,352,618	$	4,037	$	16,013,978	$	347,840		$	(9,832,135	)		6,533,954

See accompanying notes to the financial statements

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GLYECO, INC. and Subsidiaries

Consolidated Statements of Cash Flows

	Three months ended March 31,
	2013			2012
	(unaudited)			(unaudited)

Net cash flow from operating activities
Net loss for the period	$	(478,928	)	$	(311,907	)
Adjustments to reconcile net loss to net cash used by operating activities
Depreciation		56,893			14,466
Interest expense, paid in shares of common stock		48,524			-

(Increase) decrease in assets:
Accounts receivable		(596,673	)		(241,877	)
Prepaid expenses		2,620			(615	)
Inventories		(29,390	)		(13,104	)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses		86,097			155,372
Related party payable		220,638			(91,093	)
Accrued interest		-			42,350

Net cash used in operating activities		(690,219	)		(446,408	)

Cash flows from investing activities
Purchase of equipment		(83,988	)		(2,315	)

Net cash used in investing activities		(83,988	)		(2,315	)

Cash flows from financing activities
Proceeds from the sale of common stock		1,660,997			325,000

Net cash provided by financing activities		1,660,997			325,000

Increase (decrease) in cash		886,790			(123,723	)

Cash at the beginning of the period		1,153,941			577,127

Cash at end of the period	$	2,040,730		$	453,405

Supplemental disclosure of cash flow information
Interest paid during period	$	58,530		$	-
Taxes paid during period	$	-		$	-

Supplemental disclosure of non-cash items
Common Stock issued for acquisition	$	188,686
Common Stock issued for property, plant and equipment	$	40,000
Common Stock issued for capital lease, principal and interest	$	65,800
Common Stock issued for convertible note, principal and interest	$	470,000
Series AA Preferred Stock issued for convertible note, principal and interest	$	1,171,375

See accompanying notes to the financial statements

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GLYECO, INC. and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

Unaudited

NOTE 1 – Organization and Nature of Business

GlyEco, Inc. (the “Company”) was formed in the State of Nevada on October 21, 2011. On October 21, 2011, the Company became a wholly-owned subsidiary of Environmental Credits, Inc. (“ECVL”). On November 21, 2011, ECVL merged itself into its wholly-owned subsidiary, GlyEco, Inc. (the “Reincorporation”). Upon the consummation of the Reincorporation, the Company was the surviving corporation and the Articles of Incorporation and Bylaws of the Company replaced the Certificate of Incorporation and Bylaws of ECVL.

On November 28, 2011, the Company consummated a reverse triangular merger (the “Merger” or “Transaction”) as a tax-free reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended, pursuant to an Agreement and Plan of Merger, dated November 21, 2011 (the “Merger Agreement”), with GRT Acquisition, Inc., a Nevada corporation and wholly-owned subsidiary of the Company, and Global Recycling Technologies, Ltd., a Delaware corporation and privately-held operating subsidiary (“Global Recycling”). Global Recycling was incorporated in Delaware on July 11, 2007.

GRT Acquisition, Inc. was incorporated in the State of Nevada on November 7, 2011 for the purpose of the consummating the Merger. Pursuant to the Merger Agreement, GRT Acquisition, Inc. merged with and into Global Recycling, with Global Recycling being the surviving corporation and which resulted in Global Recycling becoming a wholly-owned subsidiary of the Company.

The Company has principal offices in Phoenix, Arizona, and was formed to acquire the assets of companies in the business of recycling and processing waste ethylene glycol, and to apply a newly developed proprietary technology to produce ASTM E1177 Type I virgin grade recycled ethylene glycol to end users throughout North America.

On December 30, 2011, Global Recycling’s wholly-owned subsidiary, Global Acquisition Corp. #6 (“Global Sub #6”), a Delaware corporation, was dissolved. Global Sub #6 ceased operations on December 31, 2009, when the assets (including rights to additive formula and goodwill) were sold in an exchange for the common shares of Global Recycling. Prior to its sale, Acquisition #6 operated as a chemical company selling additives used in producing antifreeze and heat transfer fluid from recycled ethylene glycol. Sales of additives were discontinued upon the sale of the assets effective December 31, 2009.

On January 9, 2012, the Company, and its wholly-owned subsidiary, Global Recycling Technologies, Ltd., a Delaware corporation (“Global Recycling”), consummated a merger pursuant to which Global Recycling merged with and into the Company (the “Global Merger”), with the Company being the surviving entity.

The 11,591,958 shares of common stock of Global Recycling (constituting 100% of the issued and outstanding shares of Global Recycling on the effective date of the Global Merger) held by the Company pursuant to the reverse merger consummated on November 28, 2011, were cancelled upon the consummation of the Merger.

NOTE 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended December 31, 2012 and 2011.

Consolidation

These consolidated financial statements include the accounts of GlyEco, Inc, and its wholly-owned subsidiaries. All intercompany accounting transactions have been eliminated. The subsidiaries include: GlyEco Acquisition Corp #1, dba Recycool (“Acquisition Sub #1); GlyEco Acquisition Corp #2, dba Evergreen Recycling (“Acquisition Sub #2); GlyEco Acquisition Corp #3 (“Acquisition Sub #3); GlyEco Acquisition Corp #4, Full Circle Manufacturing (“Acquisition Sub #4); GlyEco Acquisition Corp #5, dba Renew Resources (“Acquisition Sub #5); and GlyEco Acquisition Corp #6, dba Antifreeze Recycling (“Acquisition Sub #6).

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Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

Going Concern

The consolidated financial statements as of and for the three months ended March 31, 2013 have been prepared assuming that the Company will continue as a going concern. As of March 31, 2013, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company’s plans to address these matters include, raising additional financing through offering its shares of capital stock in private and/or public offerings of its securities and through debt financing if available and needed. The Company plans to become profitable by upgrading the capacity and capabilities at its existing operating facilities, continuing to implement its patent-pending technology in international markets, and acquiring profitable glycol recycling companies, which are looking to take advantage of the Company’s public company status and improve their profitability through a combined synergy. The Company intends to expand customer and supplier bases once operational capacity and capabilities have been upgraded. Gross margins are expected to increase as the costs associated with integration decline, through maximization of combined synergies, and implementation of cost reduction procedures.

Cash and Cash Equivalents

As of March 31, 2013, the Company maintained cash balances in a non-interest bearing account that currently does exceed federally insured limits. All highly liquid investments with maturities of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2013.

Revenue Recognition

The Company recognizes revenue and gains when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with Accounting Standards Codification Section 605-10-599, Revenue Recognition, Overall, SEC Materials ("Section 605-10-599"). Section 605-10-599 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Cost of products sold consists of the cost of the purchased goods and labor related to the corresponding sales transaction. When a right of return exists, the Company defers revenues until the right of return expires. The Company recognizes revenue from services at the time the services are completed.

Cost of Goods Sold

Cost of goods sold includes the cost paid for any products sold, including any costs for freight. Shipping costs passed to the customer, are netted against freight expenses, reducing cost of goods sold, are not considered material to the financial statement presentation.

Inventory

Inventories are reported at the lower of cost or market. The cost of feedstocks and additives and is determined on a the first-in, first-out (“FIFO”) basis. The Company periodically reviews its inventories for obsolete or unsalable items and adjusts its carrying value to reflect estimated realizable values.

Fair Value of Financial Instruments

The Company’s financial instruments include cash, accounts receivable, accounts payable, and shares of Series AA Preferred Stock. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2013. The Company did not engage in any transaction involving derivative instruments.

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Net Loss per Share Calculation

Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

The weighted-average number of common shares outstanding for computing basic EPS for the three months ended March 31, 2013 was 38,387,216.

Accounts Receivable

Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. The Company writes off trade receivables when it determines that they have become uncollectible. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations.

The following table summarizes activity for allowance for doubtful accounts:

	2013
Beginning balance as of January 1,	$	4,892
Bad debt expense		1,265
Charge offs, net		-
Ending balance as of March 31,	$	6,157

Property and Equipment

Property and Equipment is stated at cost. The Company provides depreciation on the cost of its equipment using the straight-line method over an estimated useful life, ranging from five to twenty-five years, and zero salvage value. Expenditures for repairs and maintenance are charged to expense as incurred.

Intangible Assets - Trade Names, Intellectual Property and Goodwill

The Company’s intangible assets are not amortized. Management reviews these assets for impairment at least on an annual basis and at other times when existing conditions raise substantial questions about their book values. A charge to impairment expense for impairment is recognized in the period which management determines that the assets are impaired. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Provision for Taxes

The Company accounts for its income taxes in accordance with Income Taxes Topic of the FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Stock Based Compensation

The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 “Equity-Based Payments to Non-Employees”, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

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Recently Issued Accounting Pronouncements

As of and for the three months ended March 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its consolidated financial condition or consolidated results of operations.

NOTE 3 – Acquisitions, Goodwill and Intangible Assets

Acquisition of Evergreen Recycling

On December 31, 2012, the Company acquired Evergreen Recycling Co., Inc., an Indiana corporation (“Evergreen”), pursuant to an Asset Purchase Agreement, dated December 31, 2012 (the “Evergreen Agreement”), by and among the Company, Evergreen, Mr. Thomas Shiveley, the selling principal of Evergreen (the “Evergreen Selling Principal”), and GlyEco Acquisition Corp. #2, an Arizona corporation and wholly-owned subsidiary of the Company (“Acquisition Sub #2”).

Evergreen operates a business located in Indianapolis, Indiana, relating to processing recyclable glycol streams, primarily used antifreeze, and selling glycol as remanufactured product.

Pursuant to the Evergreen Agreement, the Company (through Acquisition Sub #2) acquired the business and all of the glycol-related assets of Evergreen, free and clear of any liabilities or encumbrances, consisting of Evergreen’s personal property (personal property (equipment, tools, machinery, furniture, supplies, materials, and other tangible personal property), inventory, intangible property, contractual rights, books and records, intellectual property, accounts receivable (excluding trade accounts receivable equal to or greater than 90 days), goodwill, and miscellaneous assets, in consideration for an aggregate purchase price of $258,000, consisting of a $59,304 cash payment, 377,372 unregistered shares of the Company’s Common Stock (subject to adjustment as provided in the Evergreen Agreement), and assumption of Evergreen’s current payables totaling $10,010.

Transaction with Full Circle Manufacturing Group, Inc. – New Jersey Facility

Effective January 1, 2013, as a part of the Full Circle Transaction discussed above in Item 1, Acquisition Sub #4, an Arizona corporation and wholly-owned subsidiary of the Company, entered into a Lease Agreement with NY Terminals II, LLC, a New Jersey limited liability company ("NY Terminals"), whereby Acquisition Sub #4 agreed to lease certain real property owned by NY Terminals for a five-year term at a monthly rate of $30,000.

Effective January 1, 2013, as a part of the Full Circle Transaction, Acquisition Sub #4 entered into a capital Equipment Lease Agreement with Full Circle Manufacturing Group, Inc., a New Jersey corporation ("Full Circle"), whereby it agreed to lease Full Circle's equipment for $32,900 a month for a term of five years. The Company also entered into a Consulting Agreement with Joseph A. Ioia, the sole shareholder of Full Circle and sole member of NY Terminals ("Mr. Ioia"), in which the Company engaged Mr. Ioia, and agreed to compensate Mr. Ioia, to serve as a consultant for the Company.

Goodwill and Intangible Assets

March 31	2013
Trade names and trademarks	$	10,500
Customer lists		11,000
Intellectual property		3,500,000
Total intangible assets	$	3,521,500

Goodwill	$	158,131

NOTE 4 – Capital Lease

Acquisition Sub #4 entered into a capital Equipment Lease Agreement with Full Circle Manufacturing Group, Inc., a New Jersey corporation ("Full Circle"), whereby it agreed to lease Full Circle's equipment for $32,900 a month for a term of five years with an option to purchase the equipment at the end of the lease for $200,000. The net present value of the equipment is estimated at $1,714,974 based on a 9% discount rate. The equipment acquired included a distillation column and infrastructure, tanks and related equipment, filtration equipment, vehicles, and lab and office equipment. Depreciation on the cost of its equipment is calculated using the straight-line method over an estimated useful life, ranging from five to twenty-five years, and zero salvage value.

NOTE 5 – Accounts Receivable

As of March 31, 2013, the Company’s net accounts receivable was $713,636.

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NOTE 6 – Inventory

As of March 31, 2013, the Company’s total inventories were $88,109.

March 31	2013
Raw materials	$	20,978
Work in process		23,383
Finished goods		43,748
Total inventories	$	88,109

NOTE 7 – Equipment

As of March 31, 2013, the equipment is being reflected net of accumulated depreciation as $2,657,515..

March 31	2013
Equipment	$	2,785,049
Total equipment		2,785,049
Accumulated depreciation		(127,534	)
Equipment, net	$	2,657,515

NOTE 8 – Major Customers and Suppliers

For the three months ended March 31, 2013, one customer accounted for approximately 62% of the Company’s revenues. With the Company’s four acquisitions, it no longer relies on one customer for 100% of its consolidated net revenues.

NOTE 9 – Convertible Note Payable

On April 3, 2012, the Company entered into a Note Conversion Agreement (the "Conversion Agreement") with the note holder. The terms of the Conversion Agreement extend the maturity date for the convertible note held by Leonid Frenkel (the “Frenkel Convertible Note”) to December 31, 2013. Interest will continue to accrue at a rate of 12.5% compounding semi-annually. Any and all claims of demand arising from or related to a default on the Frenkel Convertible Note prior to the Conversion Agreement were waived by the note holder. The Conversion Agreement further states that the note holder will convert all money owed into a combination of Common and Preferred Stock on the date that the Company has received an aggregate of $5,000,000 in equity investment following the date of the Conversion Agreement. Four hundred seventy thousand dollars ($470,000) of the debt will be converted into common stock at $1.00 per share or the price offered to any investor subsequent to the Agreement, if lower. The remainder will be converted into Series AA preferred stock at $1.00 per share or the price offered to any investor subsequent to the Agreement, if lower. The Series AA preferred stock shall in all features be the same as common stock, with two primary exceptions: (i) the Series AA preferred stock shall accrue a dividend of 12.5% per year, compounded semi-annually; and (ii) the Series AA preferred stock shall have priority in payment upon liquidation over common stock. As of February 15, 2013 this debt, including principal and interest, totaled $1,641,375.

On February 15, 2013, the Company satisfied the terms of the Note Conversion Agreement (the "Conversion Agreement"), which provided that the note held by Leonid Frenkel (the “Frenkel Convertible Note”) would convert into a combination of Common and Preferred Stock for all money owed on the date that the Company has received an aggregate of $5,000,000 in equity investment following the date of the Conversion Agreement. Upon satisfaction of these terms, the Company issued to the note holder 940,000 shares of Common Stock at a price of $0.50 per share and 2,342,750 shares of Series AA Preferred Stock at a price of $0.50 per share.

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NOTE 10 – Stockholders’ Equity

Preferred Stock

On February 15, 2013, the Company issued an aggregate of 2,342,750 shares of Series AA Preferred Stock to one investor in consideration for the Note Conversion Agreement at a price of $0.50 per share. The Series AA preferred stock shall in all features be the same as common stock, with two primary exceptions: (i) the Series AA preferred stock shall accrue a dividend of 12.5% per year, compounded semi-annually; and (ii) the Series AA preferred stock shall have priority in payment upon liquidation over common stock.

As of March 31, 2013, the accrued dividends payable was $4.

Common Stock

On January 1, 2013, the Company issued an aggregate of 377,372 shares of Common Stock to the three Selling Principals of Evergreen Recycling Co., Inc., an Indiana corporation (“Evergreen”), pursuant to an Asset Purchase Agreement, dated December 16, 2011, as amended (the “Evergreen Agreement”), by and among the Company, Evergreen, the Selling Principals, and GlyEco Acquisition Corp #2, an Arizona corporation and wholly-owned subsidiary of the Company (“Acquisition Sub #2”) in consideration for business, properties and substantially of the assets of Evergreen.

On February 1, 2013, the Company issued an aggregate of 65,800 shares of Common Stock to one investor in consideration for equipment at a price of $0.50 per share.

On February 15, 2013, the Company issued an aggregate of 2,673,578 shares of Common Stock to forty-two investors at a price of $0.65 per share.

On February 15, 2013, the Company issued an aggregate of 940,000 shares to one investor in consideration for the Note Conversion Agreement at a price of $0.50 per share.

On February 20, 2013, the Company issued an aggregate of 10,000 shares of Common Stock to two investors in consideration for equipment at a price of $0.50 per share.

On February 27, 2013, the Company issued an aggregate of 36,842 shares of Common Stock to one investor in consideration for equipment at a price of $0.95 per share.

On March 1, 2013, the Company issued an aggregate of 65,800 shares of Common Stock to one investor in consideration for equipment at a price of $0.50 per share.

Summary:

	Number of Common Shares Issued		Value of Common Shares
Common Shares for Acquisition		377,372	$	188,686
Common Shares for Equipment		46,842	$	40,000
Common Shares for Capital Lease		131,600	$	65,800
Common Shares for Convertible Note		940,000	$	470,000
Common Shares for Cash		2,673,578	$	1,737,826
Options Exercised		33,235	$	16,618

Share-Based Compensation

As of March 31, 2013 the Company had 6,193,200 common shares reserved for future issuance under the Company’s stock plans.

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NOTE 11 – Options and Warrants

The following are details related to options issued by the Company:

			Weighted
	Options for		Average
	Shares		Exercise Price

Outstanding as of December 31, 2012		6,837,606	$	0.59
Granted		46,800		0.50
Exercised		50,000		0.50
Forfeited		-		-
Cancelled		-		-
Expired		-		-
Outstanding as of March 31, 2012		6,834,406	$	0.59

Weighted Average fair value price granted during three months ended March 31, 2013		46,800	$	0.50

The following are details related to warrants issued by the Company:

			Weighted
	Warrants for		Average
	Shares		Exercise Price

Outstanding as of December 31, 2012		12,307,558	$	0.86
Granted		4,431,578		1.25
Exercised		-		-
Forfeited		-		-
Cancelled		-		-
Expired		-		-
Outstanding as of March 31, 2013		16,739,136	$	0.96

Weighted Average fair value price granted during three months ended March 31, 2013		4,431,578	$	1.25

Fair Value Assumptions

Share-based compensation cost is measured based on the closing fair market value of the Company’s common stock on the date of grant. Share-based compensation cost for stock options is estimated at the grant date and offering date, respectively, based on the fair-value as calculated by the Black-Scholes Merton (“BSM”) option-pricing model. The BSM option-pricing model incorporates various assumptions including expected volatility, expected life and interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options and other relevant factors including implied volatility in market traded options on the Company’s common stock. The Company bases its expected life assumption on its historical experience and on the terms and conditions of the stock awards it grants to employees and consultants. The Company recognizes share-based compensation cost as expense on a straight-line basis over the requisite service period.

During the three months ended, March 31, 2013 the Company incurred stock compensation expense of $0.

Third Amended and Restated 2007 Stock Incentive Plan

The Company assumed the Third Amended and Restated 2007 Stock Incentive Plan (the “2007 Stock Plan”) from Global Recycling Technologies, Ltd., a Delaware corporation (“Global Recycling”), upon the consummation of a reverse triangular merger between the Company, Global Recycling, and GRT Acquisition, Inc., a Nevada corporation, on November 28, 2011.

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There are an aggregate of 6,742,606 shares of our Common Stock reserved for issuance upon exercise of options granted under the 2007 Stock Plan to employees, directors, proposed employees and directors, advisors, independent contractors (and their employees and agents), and other persons who provide valuable services to the Company (collectively, “Eligible Persons”). As of March 31, 2013, we have issued options to purchase an aggregate of 6,647,606 shares of our Common Stock originally reserved under the 2007 Stock Plan. There remain 95,000 shares of Common Stock available for issuance under this plan.

Under the 2007 Stock Plan, Eligible Persons may be granted: (a) stock options (“Options”), which may be designated as Non-Qualified Stock Options (“NQSOs”) or Incentive Stock Options (“ISOs”); (b) stock appreciation rights (“SARs”); (c) restricted stock awards (“Restricted Stock”); (d) performance share awards (“Performance Awards”); or (e) other forms of stock-based incentive awards.

The 2007 Stock Plan will remain in full force and effect through May 30, 2017, unless earlier terminated by our Board of Directors. After the 2007 Stock Plan is terminated, no future awards may be granted under the 2007 Stock Plan, but awards previously granted will remain outstanding in accordance with their applicable terms and conditions.

2012 Equity Incentive Plan

On February 23, 2012, subject to stockholder approval, the Company’s Board of Directors approved of the Company’s 2012 Equity Incentive Plan (the “2012 Plan”). By written consent in lieu of a meeting, dated March 14, 2012, Stockholders of the Company owning an aggregate of 14,398,402 shares of Common Stock (representing approximately 66.1% of the then 23,551,991 outstanding shares of Common Stock) approved and adopted the 2012 Plan. Also by written consent in lieu of a meeting, dated July 27, 2012, Stockholders of the Company owning an aggregate of 12,676,202 shares of Common Stock (representing approximately 51.8% of the then 24,451,991 outstanding shares of Common Stock) approved an amendment to the 2012 Plan to increase the number of shares reserved for issuance under the 2012 Plan by 3,000,000 shares.

There are an aggregate of 6,500,000 shares of our Common Stock reserved for issuance upon exercise of awards granted under the 2012 Plan to employees, directors, proposed employees and directors, advisors, independent contractors (and their employees and agents), and other persons who provide valuable services to our Company. As of March 31, 2013, we have issued options to purchase an aggregate of 401,800 shares of our Common Stock originally reserved under the 2012 Plan. There remain 6,098,200 shares of Common Stock available for issuance under this plan.

The 2012 Plan includes a variety of forms of awards, including (a) ISOs (b) NQSOs (c) SARs (d) Restricted Stock, (e) Performance Awards, and (e) other forms of stock-based incentive awards to allow the Company to adapt its incentive compensation program to meet its needs.

The 2012 Plan will terminate on February 23, 2022, unless sooner terminated by our Board of Directors. After the 2012 Plan is terminated, no future awards may be granted under the 2012 Plan, but awards previously granted will remain outstanding in accordance with their applicable terms and conditions and the 2012 Plan’s terms and conditions.

NOTE 12 – Related Party Transactions

John Lorenz - CEO

The Chief Executive Officer, Mr. John Lorenz, is the sole owner of a corporation, Barcid Investment Group, that was paid for management consulting services provided to the Company by Mr. Lorenz. As of February 1, 2012, Mr. Lorenz changed his status from a consultant and became an employee of the Company.

	2013
Beginning balance as of January 1,	$	211,800
Fees earned		-
Fees paid		(101,400	)
Ending balance as of March 31,	$	110,400

Janet Carnell Lorenz – Senior Vice President of Marketing and Investor Relations

The Senior Vice President of Marketing and Investor Relations, Mrs. Janet Carnell Lorenz, who is the wife of Mr. Lorenz, is the sole owner of two corporations, CyberSecurity, Inc. and Market Tactics, Inc., which were paid for marketing consulting services provided to the Company by Mrs. Lorenz.

	2013
Beginning balance as of January 1,	$	-
Fees earned		22,500
Fees paid		-
Ending balance as of March 31,	$	22,500

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Richard Fuld – Strategic Operation and Development Consultant

Mr. Fuld is the owner of a corporation, Matrix Advisors, that provided strategic planning consulting services to the Company by Mr. Fuld.

	2013
Beginning balance as of January 1,	$	230,000
Fees earned		-
Fees paid		(130,000	)
Ending balance as of March 31,	$	100,000

NOTE 13 – Commitments and Contingencies

Rental Agreements

During the three months ended March 31, 2013, the Company rented office space on a monthly basis under a written rental agreement. The monthly rent under this agreement is approximately $1,344. The term of the agreement is for two years with the end date set to January 31, 2014.

During the three months ended March 31, 2013, Acquisition Sub #1 leased office/warehouse space on a monthly basis under a written rental agreement for $1,719 per month; however, a month-to-month lease has been agreed to and will become effective on May 1, 2013, with a monthly rent amount of $1,771.

During the three months ended March 31, 2013, Acquisition Sub #2 leased office/warehouse space on a monthly basis under a written rental agreement for $3,200 per month, with such monthly rent increasingly annually until the lease agreement expires on December 31, 2017.

During the three months ended March 31, 2013, Acquisition Sub #4 leased land/real property on a monthly basis under a written lease agreement for $30,000 per month. The lease term is for a period of five years, expiring on December 31, 2017. In addition, Acquisition Sub #4 leased equipment on a monthly basis under a written capital lease agreement for $32,900. The lease term is for a period of five years, expiring on December 31, 2017, with an option to purchase the equipment upon expiration for a sum of $200,000.

During the three months ended March 31, 2013, Acquisition Sub #5 leased office/warehouse space on a monthly basis under a written rental agreement for $2,500 per month, with such monthly rent increasingly annually until the lease agreement expires on October 28, 2017.

During the three months ended March 31, 2013, Acquisition Sub #6 leased office/warehouse space on a monthly basis under a written rental agreement for $2,100 a month. The lease term expires on December 31, 2017.

For the three months ended March 31, 2013, rent expense was $95,650.

Future minimum lease payments due are as follows:

Year Ended December 31
2013	$	550,596
2014		484,699
2015		480,484
2016		481,800
2017		476,600
Total minimum lease payments	$	2,474,179

NOTE 14 – Concentration of Credit Risk

As of March 31, 2013

The Company maintained cash deposits at financial institutions in excess of the federally insured limits.

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

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on information currently available to management as well as management’s assumptions and beliefs. All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements identified by the words “may,” “will,” “should,” “plan,” “predict,” “anticipate,” “believe,” “intend,” “estimate” and “expect” and similar expressions. Such statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions; however, such statements are subject to certain risks and uncertainties. In addition to the specific uncertainties discussed elsewhere in this Quarterly Report on Form 10-Q, the risk factors set forth in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012 may affect our performance and results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those in the forward-looking statements. We disclaim any intention or obligation to update or review any forward-looking statements or information, whether as a result of new information, future events or otherwise.

Unless otherwise noted herein, terms such as the “Company,” “GlyEco,” “we,” “us,” “our” and similar terms refer to GlyEco, Inc., a Nevada corporation, and its subsidiaries.

The following discussion should be read in conjunction with the information contained in the consolidated financial statements of the Company and the notes which form an integral part of the financial statements which are attached hereto.

Company Overview

We are a green chemistry company that collects and recycles waste glycol into a reusable product that is sold to third party customers in the automotive and industrial end-markets. Our proprietary technology, GlyEco TechnologyTM, allows us to recycle all five types of waste glycol into a virgin-quality product usable for any glycol application. We are dedicated to conserving natural resources, limiting cradle to grave liability for waste generators, safeguarding the environment, and creating valuable green products.

We currently operate at six facilities in the United States, with a combined recycling capacity over 7 million gallons per year. The facilities are located in (1) Minneapolis, Minnesota, (2) Indianapolis, Indiana, (3) Elizabeth, New Jersey (the “New Jersey Facility), (4) Rock Hill, South Carolina, (5) Tea, South Dakota, and (6) Newell, West Virginia (the “West Virginia Facility”). Our facilities in New Jersey and West Virginia are glycol concentrate facilities that receive shipments of waste glycol by third-party rail or truck carriers and recycle the waste glycol into a concentrate glycol. Normally, the waste glycol will be 65 to 70 percent glycol before being recycled into a concentrate. Our facilities in Minnesota, South Carolina, Indiana, and South Dakota are 50/50 antifreeze facilities that employ truck drivers to pick up waste antifreeze from vehicle repair shops and other waste antifreeze producers, transport the material to their recycling facilities, recycle the material into a 50/50 antifreeze, and resell the material often to the same customers that generates waste antifreeze. The waste glycol is normally between 40 to 48 percent glycol concentration at our 50/50 antifreeze facilities. At times, we receive material that is unable to be recycled into a reusable product, which is disposed in compliance with the relevant regulations.

During 2013, we plan to integrate and increase the sales of our recent acquisitions while implementing our GlyEco Technology™ at the New Jersey Facility to produce Type I glycol in commercial quantities. Implementation of the GlyEco TechnologyTM requires a retrofit to the existing New Jersey Facility. The retrofit costs approximately $2,000,000, and we expect to complete the process in 2013. Upon completion of the retrofit, we anticipate to ramp up our volumes and plan to run a processing capacity run rate of 10 million gallons per year at the New Jersey Facility. We plan to upgrade, expand, and implement the GlyEco TechnologyTM at the other facilities as feedstock sources and volumes expand.

The New Jersey Facility is operated at our direction by Full Circle Manufacturing Group, Inc., a New Jersey corporation (“Full Circle”), per the terms of a Manufacturing and Distribution Agreement entered into on December 10, 2012, between Full Circle and GlyEco Acquisition Corp. #4, an Arizona corporation and wholly-owned subsidiary of the Company. Once implemented, Full Circle will operate the GlyEco Technology™ at our instruction to produce Type 1 glycol for our sole benefit.

In addition to integrating our recent acquisitions and implementing our GlyEco Technology™ at the New Jersey Facility, we continue to explore additional acquisitions and seek to create strategic alliances with companies producing or aggregating waste glycol. In the United States, we have entered into a preliminary agreement to acquire a company in Norcross, Georgia, a definitive asset purchase agreement with a company in Lakeland, Florida, and we are in ongoing discussions with a number of other companies to acquire their glycol recycling businesses. Internationally, we are exploring several different strategic partnerships and business models to implement our GlyEco Technology™. in Europe, China, Southeast Asia, Mexico, and South America.

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Strategy

Our strategy is to continue to expand our customer base, both in the regions we currently serve and in new regions across North America and abroad. The principal elements of our business strategy are to:

Integrate and Increase Profits. We intend to fully integrate and implement best practices across all aspects of our operating facilities, including financial, staffing, technology, products and packaging, and compliance. Our customers and partners require high levels of regulatory and environmental compliance, which we intent to emphasize through employee training, facility policies and procedures, and ongoing analysis of operating performance. We intend to implement new accounting, invoicing, and logistics management systems. We intend to implement the full GlyEcoTM brand via marketing initiatives and product packaging. We believe all of these measures will increase the quality service we can provide to customers, increase the visibility of the Company, and maximize profitability.

Expand Feedstock Supply Volume. We intend to expand our feedstock supply volume by growing our relationships with direct waste generators and indirect waste collectors. We plan to increase the volume we collect from direct waste generators in the following ways: stress segregation from other liquid wastes and a focus on waste glycol recovery to our existing customers; attract new waste generator customers by displacing incumbent waste collector through product quality and customer service value propositions; and attract new waste generators in territories that we do not currently serve. We plan to increase the volume we collect from indirect waste collectors by implementing specific sales programs and increasing personnel dedicated to sales generation.

Complete Retrofit and Upgrade at the New Jersey Facility. We intend to upgrade and expand the New Jersey Facility to produce commercial volumes of Type 1 material. While the facility continues to operate in its previous state, we are currently in the process of fully implementing the GlyEco TechnologyTM—consisting of a $2 million investment in equipment and build-out services to upgrade and expand the facility.

Pursue Selective Strategic Relationships or Acquisitions. In addition to the current acquisition targets that we have come to agreement with, we intend to grow our market share by consolidating feedstock supply through partnering with waste collection companies or acquiring other glycol recycling companies. We plan to focus on partnerships and acquisitions that not only add revenue and profitability to our financials but those that have long-term growth potential and fit with the overall goals of the Company.

Enter International Markets. We intend to move our operations and technology into international markets in the next twelve to eighteen months. We have developed several relationships in markets where we believe glycol recycling is an underserved market, including Europe, Asia, Mexico, and South America. We believe that moving into international markets will further establish the Company as a leader in glycol recycling and will add profits to the bottom line.

Results of Operations

Net Sales

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

For the three-month period ended March 31, 2013, Net Sales were $1,232,667, compared to $418,817 for the three month period ended March 31, 2012, an increase of $813,850, or 194.3%. The increase in Net Sales was due to the revenues generated from Acquisition Sub #4, as well as associated net sales from the acquisitions of Renew Resources, LLC, a South Carolina limited liability company (“Renew Resources”), Antifreeze Recycling, Inc., a South Dakota corporation (“ARI”), and Evergreen Recycling, Inc., an Indiana corporation (“Evergreen”). Net Sales was earned from our existing operations with one customer located in West Virginia and from the operations of the Company’s wholly-owned subsidiaries: Recycool, Renew Resources, ARI, Evergreen, and Acquisition Sub #4.

Cost of Goods Sold

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

For the three-month period ended March 31, 2013, our Costs of Good Sold was $1,165,582, compared to $368,784 for the three month period ended March 31, 2012, representing an increase of $796,698 or 216.1%. The increase in Cost of Goods Sold was due to the associated Cost of Goods Sold from the acquisitions of Renew Resources, ARI, and Evergreen, as well as those Cost of Goods Sold attributed to Acquisition Sub #4. Costs of Good Sold consist of costs to purchase, transport, store and process the raw materials. We sometimes receive raw materials (used antifreeze) at no cost to the Company. This can have an impact on our reported consolidated gross profit.

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Gross Profit

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

For the three month period ended March 31, 2013, we realized a gross profit of $67,085, compared to $50,033 for the three month period ended March 31, 2012, an increase of $17,052, or 34.1%. The increase in Gross Profit was primarily due to the acquisitions of Renew, Resources, ARI, and Evergreen as well as initiation of operations through Acquisition Sub #4. Our Gross Profit Margin for the three-month period ended March 31, 2013 was approximately 5%, compared to approximately 12% for the three month period ended March 31, 2012. The decrease was mainly due to startup costs, such as the procurement of feedstock, for Acquisition Sub #4.

Operating Expenses

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

For the three-month period ended March 31, 2013, operating expenses increased to $488,012 from $319,256 for the three month period ended March 31, 2012, representing an increase of $168,756, or 52.9%. Operating expenses consist of Consulting Fees, Salaries and Wages, Legal and Professional Fees and General and Administrative Expenses. This increase is attributable to the Company’s expansion through its acquisition strategy and related costs to fund operations.

Consulting Fees consist of marketing, administrative and management fees paid under consulting agreements. Consulting Fees increased to $158,742 for the three-month period ended March 31, 2013 from $130,662 for the three month-period ended March 31, 2012, representing an increase of $28,080, or 21.5%. The increase is primarily due to the Company’s expansion through its acquisition strategy and related costs to fund operations.

Salaries and Wages consist of wages, and taxes paid on behalf of the employee. Salaries and Wages increased to $157,517 for the three month period ended March 31, 2013 from $51,540 for the three-month period ended March 31, 2012, representing an increase of $105,977, or 205.6%. The increase is due to the addition of three consultants who became employees, and the hiring of a Senior Engineer and Staff Legal Counsel.

Legal and Professional Fees consist of legal, outsourced accounting services, corporate tax and SEC audit services, including SEC filing services. For the three-month period ended March 31, 2013, Legal and Professional Fees increased to $63,575 from $61,158 for the three month period ended March 31, 2012, representing an increase of $2,417, or 4%. There was no substantive change in the legal and professional fees.

General and Administrative (G&A) Expenses consist of general operational costs of our business. For the three-month period ended March 31, 2013, G&A Expenses increased to $108,177 from $75,896 for the three month period ended March 31, 2012, representing an increase of $32,281, or 42.5%. This increase is primarily due to the acquisition of our subsidiaries, Renew Resources, ARI, and Evergreen, and the associated costs of building out our infrastructure to support future growth of the Company.

Other Income and Expenses

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

For the three-month period ended March 31, 2013, Other Income and Expenses increased to $58,002 from $42,734 for the three month period ended March 31, 2012, representing an increase of $15,318, or 35.9%. Other Income and Expenses consist of Interest Income, Interest Expense, and Gain on Fixed Assets.

Interest Income consists of the interest earned on the Company’s corporate bank account. Interest Income for the three-month period ended March 31, 2013 increased to $528 from $50 for the three-month period ended March 31, 2012, representing an increase of $478, or 956.1%. The increase was due to larger cash holdings in a money market account.

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Interest Expense consists of accrued and unpaid interest on the Company’s outstanding indebtedness. As stated under “Liquidity & Capital Resources” below, 97% of the Company's outstanding indebtedness consisted of accrued and unpaid interest on the convertible secured promissory note in the principal amount of $1,000,000 held by Leonid Frenkel (the “Frenkel Convertible Note”), subject to the Company’s Conversion Agreement due on December 31, 2013 (discussed below). For the three month period ended March 31, 2013, Interest Expense increased to $58,530 from $42,734 for the three month period ended March 31, 2012, representing an increase of $15,796 or approximately 37%. The increase was mainly due to the interest expense related to the Company’s capital lease obligation for equipment used by Acquisition Sub #4. On February 15, 2013, the Company satisfied the terms of the Conversion Agreement, which provided that the note holder would convert into a combination of Common and Preferred Stock for all money owed on the date that the Company has received an aggregate of $5,000,000 in equity investment following the date of the Conversion Agreement. Upon satisfaction of these terms, the Company issued to the note holder 940,000 shares of Common Stock at a price of $0.50 per share and 2,342,750 shares of Preferred Stock at a price of $0.50 per share

Liquidity & Capital Resources; Going Concern

As of March 31, 2013, we had $2,852,405 in current assets, consisting of $2,040,730 in cash, $713,636 in accounts receivable, $9,930 in prepaid expenses, and $88,109 in inventories. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2013, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These consolidated condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Our plans to address these matters include, raising additional financing through offering shares of capital stock in private and/or public offerings of securities and through debt financing if available and needed. There can be no assurances, however, that the Company will be able to obtain any financings or that such financings will be sufficient to sustain its business operation or permit the Company to implement its intended business strategy. The Company plans to become profitable by upgrading the capacity and capabilities at its existing operating facility, continuing to implement its patent-pending technology in international markets, and acquiring profitable glycol recycling companies, which are looking to take advantage of the Company’s public company status and improve their profitability through a combined synergy. We have non-binding letters of intent with five companies to acquire their glycol recycling businesses, and are in discussions with five other companies to acquire their glycol recycling businesses.

We intend to expand customer and supplier bases once operational capacity and capabilities have been upgraded.

As of and for the years ended December 31, 2012 and 2011, our auditors have expressed substantial doubt that the Company will continue as a going concern.

The table below sets forth certain information about the Company’s liquidity and capital resources for the three months ended March 31, 2013 and 2012:

	For the Three Months ended March 31,
	2013			2012
Net cash (used in) operating activities	$	(690,219	)	$	(446,408)
Net cash (used in) investing activities	$	(83,988	)	$	(2,315)
Net cash provided by financing activities	$	1,660,997		$	325,000
Net increase (decrease) in cash and cash equivalents	$	886,790		$	(123,723)
Cash - beginning of period	$	1,153,941		$	577,127
Cash - end of period	$	2,040,730		$	453,405

The Company does not currently have sufficient capital to sustain its operations for the next 12 months. To date, the Company has financed its operations from the Frenkel Convertible Note (as discussed below) and private sales of its securities exempt from the registration requirements of the Securities Act of 1933, as amended. During the three months ended March 31, 2013, the Company raised $1,737,826 from private sales of its securities.

Frenkel Convertible Note

On August 9, 2008, Global Recycling Technologies, Ltd., a Delaware corporation, issued a convertible promissory note to Leonid Frenkel, a principal stockholder, registered in the name of “IRA FBO Leonid Frenkel,” for $1,000,000 and bearing interest at 10.0% per annum (the “Frenkel Convertible Note”). Interest payments were due semi-annually in cash or shares of Global Recycling common stock. The Frenkel Convertible Note was convertible into 575,350 shares, at any time prior to maturity, at the option of the holder, into Global Recycling common stock at a conversion price of $2.50 per share. The Frenkel Convertible Note was secured by a lien on Global Recycling’s provisional patent application, including the GlyEco Technology Patent. The holder was also granted 480,000 warrants at $0.025 per share at the time the Frenkel Convertible Note was issued. The warrants expire on September 8, 2013.

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Nonpayment of the principal or interest due and payable within 10 days of such amount being due is an “Event of Default” under the terms of the Frenkel Convertible Note. An Event of Default may also occur if Global Recycling breaches any material terms of the Frenkel Convertible Note, files bankruptcy or ceases operations. In the event of default, at the holder’s election, the outstanding principal and unpaid accrued interest of the Frenkel Convertible Note may be due and payable immediately.

The Frenkel Convertible Note matured on August 9, 2010. However, Global Recycling entered into a Forbearance Agreement, dated August 11, 2010 (the “First Forbearance Agreement”), with Mr. Frenkel. The First Forbearance Agreement extended the maturity date of the Frenkel Convertible Note to March 31, 2012, and the interest rate was retroactively increased to 12.5% per annum, effective March 9, 2010. Also, the First Forbearance Agreement modified the default terms of the Frenkel Convertible Note such that the interest rate on the outstanding principal and unpaid accrued interest under the Frenkel Convertible Note would increase to 18% per annum upon the occurrence of an Event of Default. In connection with the First Forbearance Agreement, the Company issued to Mr. Frenkel warrants to purchase 400,000 share of Global Recycling Common Stock at $.00025 per share with an expiration of December 31, 2011.Mr. Frenkel did not exercise any of these warrants before their expiration.

The First Forbearance Agreement expired on November 30, 2010 because the Company did not pay the interest due by this date. Subsequently, based on the terms of the First Forbearance Agreement, the Frenkel Convertible Note became payable on demand. Mr. Frenkel agreed to extend the expiration date for the payment of the interest due, rather than exercise his right to perfect his interest in the collateral that secures the loan.

On May 25, 2011, Global Recycling entered into a second forbearance agreement (the “Second Forbearance Agreement”) with Mr. Frenkel. The terms of the Frenkel Convertible Note, the maturity date of March 31, 2012, and the interest rate of 12.5% per annum remained unchanged from the First Forbearance Agreement. Pursuant to the Second Forbearance Agreement, Global Recycling granted Mr. Frenkel warrants to purchase up to 1,000,000 shares of Global Recycling common stock for $.0001 per share until May 25, 2015. The warrant agreement provides that the warrant shares shall not be reduced for a reverse stock split. The Second Forbearance Agreement expired on December 31, 2011 because the Company did not pay the accrued and payable interest of $431,692. As a result of failing to pay the interest due, the Company is in default on the Frenkel Convertible Note.

Pursuant to the reverse triangular merger involving Global Recycling and the Company, the Company assumed the Frenkel Convertible Note, Second Forbearance Agreement and warrants issued by Global Recycling to Mr. Frenkel in connection with the Frenkel Convertible Note.

On April 3, 2012, GlyEco entered into a Note Conversion Agreement (the "Conversion Agreement") with Mr. Frenkel. The terms of the Conversion Agreement extend the maturity date for the Frenkel Convertible Note to December 31, 2013. Interest will continue to accrue at a rate of 12.5% compounding semi-annually. Any and all claims of demand arising from or related to a default on the Frenkel Convertible Note prior to the Conversion Agreement were waived by Mr. Frenkel. The Conversion Agreement further states that Mr. Frenkel will convert all money owed into a combination of Common and Preferred Stock on the date that the Company has received an aggregate of $5,000,000 in equity investment following the date of the Conversion Agreement. Four hundred and seventy thousand dollars ($470,000) of the debt will be converted into common stock at $1.00 per share or the price offered to any investor subsequent to the Conversion Agreement, if lower. The remainder will be converted into Series AA preferred stock at $1.00 per share or the price offered to any investor subsequent to the Conversion Agreement, if lower. The Series AA preferred stock shall in all features be the same as common stock, with two primary exceptions: (i) the Series AA preferred stock shall accrue a dividend of 12.5% per year, compounded semi-annually; and (ii) the Series AA preferred stock shall have priority in payment upon liquidation over common stock.

Private Financings

On February 15, 2013, the Company sold an aggregate of 2,673,578 shares of Common Stock to forty-two accredited investors in consideration for $1,737,825.50 ($0.65 per share) under Section 4(2) and Rule 506 of Regulation D of the Securities Act.

Off-balance Sheet Arrangements

None

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Summary of Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2013.

Revenue Recognition

Sales are recognized when the earnings process is complete, which occurs when products are shipped in accordance with terms of agreements, collection is probable and pricing is fixed or determinable.

Cost of Goods Sold

The Company does not carry inventory. When a customer order for product is received from a customer, the Company purchases from a supplier products formulated based on the Company’s proprietary additives and instructions. The product is then shipped from the vendor’s facility. At the time the product is shipped, the Company records a cost of goods sold expense.

Inventory

Fair Value of Financial Instruments

The Company’s financial instruments include cash, accounts receivable, accounts payable, and a note payable convertible into 940,000 shares of the Company’s voting common stock and 2,292,924 in Series AA preferred stock. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2013. The Company did not engage in any transaction involving derivative instruments.

Net Loss Per Share Calculation

Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.

Property and Equipment

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Intangible Assets - Trade Names, Intellectual Property and Goodwill

The Company’s intangible assets are not amortized. Management reviews these assets for impairment annually and at other times when existing conditions raise substantial questions about their book values. A charge to impairment expense for impairment is recognized in the period which management determines that the assets are impaired. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Provision for Taxes

Income taxes are provided for based on the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets since management cannot determine that the Company has met the "more likely than not" standard imposed by FASB Codification 740 to allow recognition of such as asset.

Recently Issued Accounting Pronouncements

As of and for the three month period ended March 31, 2013, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its consolidated financial condition or consolidated results of operations.

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 under the supervision and with the participation of our management, including our Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded as of March 31, 2013, that our disclosure controls and procedures are not effective.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management's review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2013. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

Based on this assessment, management has concluded that as of March 31, 2013, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

The material weaknesses we identified were:

1. Inadequate number of personnel that could accurately and timely record and report the Company’s financial statements in accordance with GAAP;

We did not employ an adequate number of people to ensure a control environment that would allow for the accurate and timely reporting of the financial statements.

2. Ineffective controls to ensure that the accounting for complex accounting transactions were recorded in accordance with GAAP financial statements;

Audit adjustments were made to the general ledger for the 10-K, which collectively could have a material effect on the financial statements.

Notwithstanding the existence of these material weaknesses in internal control over financial reporting, we believe that the consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our consolidated financial condition in conformity with U.S. generally accepted accounting principles (GAAP). Further, we do not believe the material weaknesses identified had an impact on prior financial statements and internal controls.

Remediation

As part of our ongoing remedial efforts, since March 31, 2013, we have, among other things:

1. Expanded our accounting policy and controls organization by recently hiring qualified accounting and finance personnel;

2. Increased our efforts to educate both our existing and expanded accounting policy and control organization on the application of the internal control structure;

3. Emphasized with management the importance of our internal control structure;

4. Sought outside consulting services where our existing accounting policy and control organization believes the complexity of the existing exceeds our internal capabilities.

We believe that the foregoing actions have vastly improved our internal control over financial reporting, as well as our disclosure controls and procedures. As a result of the foregoing actions, we expect our internal control over financial reporting to be effective as of June 30, 2013. We intend to continue performing such procedures and to commit whatever resources are necessary to avoid any material weaknesses in the future.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended March 31, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

Item 1A. Risk Factors.

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

Below describes the unregistered securities issued by the Company within the period covered by this Quarterly Report.

On January 1, 2013, the Company issued an aggregate of 377,372 shares of Common Stock at a price of $0.50 per share to the Selling Principal of Evergreen Recycling Co., Inc., an Indiana corporation (“Evergreen”), pursuant to an Asset Purchase Agreement, dated December 16, 2011, as amended (the “Evergreen Agreement”), by and among the Company, Evergreen, the Selling Principal, and GlyEco Acquisition Corp #2, an Arizona corporation and wholly-owned subsidiary of the Company (“Acquisition Sub #2”) in consideration for business, properties and substantially all of the assets of Evergreen. The shares of Common Stock issued pursuant to the Evergreen Agreement are restricted under Rule 144 promulgated under the Securities Act. The Company issued theses shares pursuant to the registration exemptions of the Securities Act afforded the Company under Section 4(2) thereunder.

On January 24, 2013, the Company issued an aggregate of 20,132 shares of Common Stock for the cashless exercise of 30,000 options at an exercise price of $0.50 per share. The closing price on the OTCQB Market on the day of exercise was $1.52 per share of Common Stock. The warrants exercised vested immediately upon issuance and were converted at a rate of one warrant for one share of Common Stock. The investor had sufficient sophistication and knowledge of the Company and the financing transaction. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because the sale did not involve any form of general solicitation or general advertising. The investors made investment representations that the shares were taken for investment purposes and not with a view to resale. The shares of Common Stock issued are restricted under Rule 144 promulgated under the Securities Act.

On February 1, 2013, the Company issued an aggregate of 65,800 shares of Common Stock to one investor in consideration for equipment at a price of $0.50 per share. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because such purchasers represented that they were “accredited investors” as such term is defined under the Securities Act and the sale did not involve any form of general solicitation or general advertising. The investors made investment representations that the shares were taken for investment purposes and not with a view to resale. The shares of Common Stock issued are restricted under Rule 144 promulgated under the Securities Act.

On February 15, 2013, the Company issued an aggregate of 2,673,578 shares of Common Stock to forty-two investors at a price of $0.65 per share. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because such purchasers represented that they were “accredited investors” as such term is defined under the Securities Act and the sale did not involve any form of general solicitation or general advertising. The investors made investment representations that the shares were taken for investment purposes and not with a view to resale. The shares of Common Stock issued are restricted under Rule 144 promulgated under the Securities Act.

On February 15, 2013, the Company issued an aggregate of 940,000 shares of Common Stock and 2,342,750 shares of Series AA Preferred Stock to one investor in consideration for the Note Conversion Agreement at a price of $0.50 per share. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because such purchasers represented that they were “accredited investors” as such term is defined under the Securities Act and the sale did not involve any form of general solicitation or general advertising. The investors made investment representations that the shares were taken for investment purposes and not with a view to resale. The shares of Common Stock issued are restricted under Rule 144 promulgated under the Securities Act.

On February 20, 2013, the Company issued an aggregate of 10,000 shares of Common Stock to two investors in consideration for equipment at a price of $0.50 per share. The investor had sufficient sophistication and knowledge of the Company and the financing transaction. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because the sale did not involve any form of general solicitation or general advertising. The investors made investment representations that the shares were taken for investment purposes and not with a view to resale. The shares of Common Stock issued are restricted under Rule 144 promulgated under the Securities Act.

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On February 27, 2013, the Company issued an aggregate of 36,842 shares of Common Stock to one investor in consideration for equipment at a price of $0.95 per share. The investor had sufficient sophistication and knowledge of the Company and the financing transaction. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because the sale did not involve any form of general solicitation or general advertising. The investors made investment representations that the shares were taken for investment purposes and not with a view to resale. The shares of Common Stock issued are restricted under Rule 144 promulgated under the Securities Act.

On March 1, 2013, the Company issued an aggregate of 65,800 shares of Common Stock to one investor in consideration for equipment at a price of $0.50 per share. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because such purchasers represented that they were “accredited investors” as such term is defined under the Securities Act and the sale did not involve any form of general solicitation or general advertising. The investors made investment representations that the shares were taken for investment purposes and not with a view to resale. The shares of Common Stock issued are restricted under Rule 144 promulgated under the Securities Act.

On March 25, 2013, the Company issued an aggregate of 13,103 shares of Common Stock for the cashless exercise of 20,000 options at an exercise price of $0.50 per share. The closing price on the OTCQB Market on the day of exercise was $1.35 per share of Common Stock. The warrants exercised vested immediately upon issuance and were converted at a rate of one warrant for one share of Common Stock. The investor had sufficient sophistication and knowledge of the Company and the financing transaction. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because the sale did not involve any form of general solicitation or general advertising. The investors made investment representations that the shares were taken for investment purposes and not with a view to resale. The shares of Common Stock issued are restricted under Rule 144 promulgated under the Securities Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

No.		Description

31.1(1)		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer

31.2(1)		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer

32.1(1)		Section 1350 Certification of Principal Executive Officer

32.2(1)		Section 1350 Certification of Principal Financial and Accounting Officer

101.INS(2)		XBRL Instance Document

101.SCH(2)		XBRL Taxonomy Extension Schema Document

101.CAL(2)		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB(2)		XBRL Taxonomy Extension Labels Linkbase Document

101.DEF(2)		XBRL Taxonomy Extension Definition Linkbase Document

101.PRE(2)		XBRL Taxonomy Extension Presentation Linkbase Document

(1)	Filed herewith..

(2)

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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SIGNATURES

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

	GlyEco, Inc.

Date: May 14, 2013	By: /s/ John Lorenz
	John Lorenz
	President, Chief Executive Officer and Chairman of the Board of Directors
	(Principal Executive Officer)

Date: May 14, 2013	By: /s/ Alicia Williams
	Alicia Williams
	Interim Chief Financial Officer
	(Interim Principal Financial and Accounting Officer)

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Attached files

GlyEco, Inc. Reports

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