glyeco10q033114.htm

FORM 10-Q

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

For the quarterly period ended: March 31, 2014

o 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange ct. (Check one):

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (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 o No x

As of May 15, 2014, the registrant had 51,874,035 shares of Common Stock, par value $0.0001 per share, issued and outstanding.

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TABLE OF CONTENTS
		Page No:
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets – March 31, 2014 and December 31, 2013	3
	Condensed Consolidated Statements of Operations – Three Months Ended March 31, 2014 and 2013	4
	Condensed Consolidated Statement of Shareholders' Equity – Three Months Ended March 31, 2014	5
	Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2014 and 2013	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27

PART II — OTHER INFORMATION:
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GLYECO, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

March 31, 2014 and December 31, 2013

ASSETS

	March 31,			December 31,
	2014			2013
	(unaudited)
Current assets
Cash	$	990,738		$	4,393,299
Accounts receivable, net		1,168,970			898,934
Due from related parties		-			34,868
Prepaid expenses		281,399			53,732
Inventories		401,884			268,191
Total current assets		2,842,991			5,649,024

Equipment
Equipment		3,901,137			3,719,344
Leasehold improvements		7,641			7,641
Accumulated depreciation		(409,276	)		(328,803	)
		3,499,502			3,398,182
Construction in process		3,718,097			2,117,001
Total equipment, net		7,217,599			5,515,183

Other assets
Deposits		-			80,708
Goodwill		835,295			779,303
Other intangible assets, net		3,619,732			3,673,190
Total other assets		4,455,027			4,533,201

Total assets	$	14,515,617		$	15,697,408

LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses	$	711,673		$	1,271,674
Due to related parties		540,001			582,682
Note payable		6,602			6,504
Capital lease obligation		291,830			285,363
Total current liabilities		1,550,106			2,146,223

Non-current liabilities
Note payable		8,191			9,877
Capital lease obligation		1,114,148			1,189,574
Total non-current liabilities		1,122,339			1,199,451

Total liabilities		2,672,445			3,345,674

Commitments and contingencies
Mandatorily redeemable Series AA convertible preferred stock, 2,342,740 shares issued and outstanding		-			1,171,375


Stockholders' equity
Preferred stock; $0.0001 par value; 40,000,000 shares authorized and zero shares issued and outstanding as of March 31, 2014 and 2,342,740 shares Series AA (above) issued and outstanding as of December 31, 2013		-			-
Common stock, $.0001 par value; 51,874,035 and 48,834,916 shares issued and outstanding as of March 31, 2014 and December 31, 2013 respectively		5,187			4,884
Additional paid in capital		28,639,958			24,541,809
Accumulated deficit		(16,801,973	)		(13,366,334	)
Total stockholders' equity		11,843,172			11,180,359

Total liabilities, mezzanine, and stockholders' equity	$	14,515,617		$	15,697,408

See accompanying notes to the condensed consolidated financial statements.

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GLYECO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

For the three months ended March 31, 2014 and 2013

	Three months ended March 31,
	2014			2013
	(unaudited)			(unaudited)

Sales, net	$	1,653,041		$	1,232,667
Cost of goods sold ($479,507 and $462,900 related party for 2014 and 2013, respectively)		1,661,423			1,165,582
Gross (loss) profit		(8,382	)		67,085

Operating expenses
Consulting fees ($20,100 and $24,000 related party for 2014 and 2013, respectively)		141,166			158,742
Share-based compensation		472,774			-
Salaries and wages		271,575			157,517
Legal and professional		36,913			63,575
General and administrative ($18,533 and $18,692 related party for 2014 and 2013, respectively)		215,754			108,177
Total operating expenses		1,138,182			488,011

Loss from operations		(1,146,564	)		(420,926	)

Other (income) and expenses
Interest income		(578	)		(528	)
Interest expense ($29,739 and $23,611 related party for 2014 and 2013, respectively)		44,977			58,530
Total other income and expenses		44,399			58,002

Loss before provision for income taxes		(1,190,963	)		(478,928	)

Provision for income taxes		1,266			-

Net loss	$	(1,192,229	)	$	(478,928	)

Premium on Series AA Preferred conversion to common shares		2,243,410			-

Net loss available to common stockholders	$	(3,435,639	)		(478,928	)

Basic and diluted loss per share	$	(0.07	)		(0.01	)

Weighted average common shares outstanding (basic and diluted)		49,486,052			38,387,216

See accompanying notes to the condensed consolidated financial statements.

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GLYECO, INC. AND SUBSIDIARIES

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the three months ended March 31, 2014

					Additional
	Common Stock				Paid -In			Accumulated			Stockholders'
	Shares		Par Value		Capital			Deficit			Equity

Balance, December 31, 2013		48,834,916	$	4,884	$	24,541,809		$	(13,366,334	)	$	11,180,359

Common shares issued for acquisition		204,750		20		210,873						210,893

Common shares issued for note conversion		2,605,513		261		3,414,524						3,414,785

Warrants and options exercised		24,167		2		(2	)					-

Share-based compensation		204,689		20		472,754						472,774

Premium on Series AA Preferred conversion to common shares									(2,243,410	)		(2,243,410	)

Net loss									(1,192,229	)		(1,192,229	)

Balance, March 31, 2014 (unaudited)		51,874,035	$	5,187	$	28,639,958		$	(16,801,973	)	$	11,843,172

See accompanying notes to the condensed consolidated financial statements.

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GLYECO, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2014 and 2013

	Three months ended March 31,
	2014			2013
	(unaudited)			(unaudited)

Net cash flow from operating activities
Net loss	$	(1,192,229	)	$	(478,928	)

Adjustments to reconcile net loss to net cash used by operating activities
Depreciation and amortization		133,930			56,893
Share-based compensation expense		472,774			-
Stock issued for conversion of accrued interest		-			48,524

(Increase) decrease in assets:
Accounts receivable		(270,036	)		(596,673	)
Due from related party		34,868			-
Prepaid expenses		(227,667	)		2,620
Inventories		(133,693	)		(29,390	)
Deposits		80,708			-
Increase (decrease) in liabilities:					86,097
Accounts payable and accrued expenses		(560,001	)		220,638
Due to related party		(42,681	)		-


Net cash used in operating activities		(1,704,027	)		(690,219	)

Cash flows from investing activities
Purchase of equipment		(26,891	)		(83,988	)
Construction in process		(1,601,096	)		-

Net cash used in investing activities		(1,627,987	)		(83,988	)

Cash flows from financing activities
Repayment of debt		(1,588	)		-
Repayment of capital lease		(68,959	)		-
Proceeds from sale of common stock		-			1,660,997

Net cash (used) provided by financing activities		(70,547	)		1,660,997

Increase (decrease) in cash		(3,402,561	)		886,790

Cash at the beginning of the period		4,393,299			1,153,941

Cash at end of the period	$	990,738		$	2,040,731

Supplemental disclosure of cash flow information
Interest paid during period	$	44,977		$	58,530
Taxes paid during period	$	1,266		$	-

Supplemental disclosure of non-cash items
Redemption of Series AA Preferred by conversion to common shares		3,414,785			-
Common stock issued for acquisition		210,893			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 condensed consolidated financial statements.

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GLYECO, INC. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 – Organization and Nature of Business

GlyEco, Inc. (the "Company", “we”, or “our”) is 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. We are the largest independent glycol recycler in the United States, as measured by revenue and number of locations. Our proprietary technology, GlyEco TechnologyTM, allows us to recycle all five major types of waste glycol into a virgin-quality product usable in any glycol application. We are dedicated to conserving natural resources, limiting liability for waste generators, safeguarding the environment, and creating valuable green products. We currently operate seven processing centers in the United States with our principal offices located in Phoenix, Arizona. Our processing centers are located in (1) Minneapolis, Minnesota, (2) Indianapolis, Indiana, (3) Lakeland, Florida, (4) Elizabeth, New Jersey, (5) Rock Hill, South Carolina, (6) Tea, South Dakota, and (7) Landover, Maryland.

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 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.

We were 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, Global Sub #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 our wholly-owned subsidiary, 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.

Currently, the Company is actively acquiring operating entities involved in the recycling of waste ethylene glycol and is consolidating and streamlining their operations.

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

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by us without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements for the year ended December 31, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, as permitted by the SEC, although we believe the disclosures that are made are adequate to make the information presented herein not misleading. The accompanying consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position at March 31, 2014, and the results of our operations and cash flows for the periods presented. We derived the December 31, 2013 condensed consolidated balance sheet data from audited financial statements, but do not include all disclosures required by GAAP. Interim results are subject to seasonal variations and the results of operations for the three months ended March 31, 2014 and 2013, are not necessarily indicative of the results to be expected for the full year.

Consolidation

These consolidated financial statements include the accounts of GlyEco, Inc., and our wholly-owned subsidiaries. All significant intercompany accounting transactions have been eliminated as a result of consolidation. The subsidiaries include: GlyEco Acquisition Corp #1 ("Acquisition Sub #1”); GlyEco Acquisition Corp #2 ("Acquisition Sub #2”); GlyEco Acquisition Corp #3 ("Acquisition Sub #3”); GlyEco Acquisition Corp #4 ("Acquisition Sub #4”); GlyEco Acquisition Corp #5 ("Acquisition Sub #5”); GlyEco Acquisition Corp #6 ("Acquisition Sub #6”); and GlyEco Acquisition Corp. #7 (“Acquisition Sub #7”).

Operating Segments

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. Operating segments may be aggregated into a single operating segment if the segments have similar economic characteristics, among other criteria. The Company operates as one segment.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 within the financial reporting process, actual results may differ significantly from those estimates. Significant estimates include, but are not limited to, items such as, the allowance of doubtful accounts, the value of stock-based compensation and warrants, the allocation of the purchase price in the various acquisitions, and the realization of property, plant and equipment, goodwill, other intangibles and their estimated useful lives.

Going Concern

The accompanying unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2014, have been prepared assuming that the Company will continue as a going concern. As of March 31, 2014, the Company has yet to achieve profitable operations and is dependent on our ability to raise capital from stockholders or other sources to sustain operations. Ultimately we hope to achieve viable profitable operations when operating efficiencies can be realized from the facilities added in 2013. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company's ability to continue as a going concern. In their report dated April 15, 2014, our independent registered public accounting firm included an emphasis-of-matter paragraph with respect to our financial statements for the fiscal year ended December 31, 2013, expressing uncertainty regarding the Company’s assumption that we will continue as a going concern.

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Management's plans to address these matters include raising additional financing through offering our shares of capital stock in private and/or public offerings of our securities and through debt financing if available and needed. The Company plans to become profitable by realizing synergies and cost reduction opportunities associated with acquisitions made in 2013 and 2014, upgrading the capacity and capabilities at our existing operating facilities, continuing to implement our 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.

Cash and Cash Equivalents

All highly liquid investments with maturities of three months or less at the time of purchase are considered to be cash equivalents.

Revenue Recognition

The Company recognizes revenue when four basic criteria have been met: (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. The Company recognizes revenue from services at the time the services are completed. Shipping costs passed to the customer are included in the net sales.

Costs

Cost of goods sold includes all direct material and labor costs and those indirect costs of bringing raw materials to sale condition, including depreciation of equipment used in manufacturing and shipping and handling costs. We have entered into a Manufacturing and Distribution Agreement (M&D Agreement) with Full Circle MFG Group, Inc. (“Full Circle”) to provide us with recycling and production services, which is included in related party in cost of goods sold as Full Circle is owned by a member of our Board of Directors. Selling, general, and administrative costs are charged to operating expenses as incurred. Research and development costs are expensed as incurred and are included in operating expenses. Advertising costs are expensed as incurred.

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 and we do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the condensed consolidated statements of operations.

Inventory

Inventories are reported at the lower of cost or market. The cost of raw materials, including feedstocks and additives, is determined on an average unit cost of the units in a production lot. Work-in-process represents labor, material and overhead costs associated with the manufacturing costs at an average unit cost of the units in the production lot. The Company periodically reviews our inventories for obsolete or unsalable items and adjusts our carrying value to reflect estimated realizable values. There was no allowance for obsolete inventory as of March 31, 2014 or December 31, 2013.

Property and Equipment

Property and Equipment is stated at cost. The Company provides depreciation on the cost of our 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. The upgrades to our New Jersey processing center are scheduled to be completed in 2014, at which time depreciation is expected to commence. As of March 31, 2014, the Company incurred Construction in Process totaling $3,718,097. The estimated cost to be incurred in 2014 to complete upgrades at the processing center is approximately $1,300,000. Depreciation expense for the three months ended March 31, 2014 and 2013, was $80,472 and $56,893, respectively.

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For purposes of computing depreciation, the useful lives of property and equipment are:

	Leasehold improvements	5 years
	Machinery and Equipment	5-25 years

Fair Value of Financial Instruments

The Company has adopted the framework for measuring fair value that establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The three levels of inputs that may be used to measure fair value are as follows:

●

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date;

●

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and

●

Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions that market participants would use in pricing an asset or liability. Valuation is generated from model-based techniques with the unobservable assumptions reflecting our own estimate of assumptions that market participants would use in pricing the asset or liability.

Cash, accounts receivable, other current assets, accounts payable and other accrued liabilities, and shares of Series AA Preferred Stock are reflected in the balance sheet at their estimated fair values primarily due to their short-term nature. As to long-term capital leases and notes payable, estimated fair values are based on borrowing rates currently available to the Company for loans with similar terms and maturities, which represent level 3 input levels. The Company has not engaged in any transaction involving derivative instruments. Fair value accounting has been applied to the initial valuation of warrants and options issued, intangible assets, and goodwill, which is discussed in the respective notes.

Net Loss per Share Calculation

The basic net loss per common share is computed by dividing the net loss by the weighted average number of shares outstanding during a period. Diluted income per common share is computed by dividing the net income by the weighted average number of common shares outstanding plus potentially dilutive securities. The Company has other potentially dilutive securities outstanding that are not shown in a diluted net loss per share calculation because their effect would be anti-dilutive. These potentially dilutive securities excluded from the calculation include Series AA Preferred Stock up until the date of its redemption, options and warrants.

The following table sets forth the anti-dilutive securities excluded from diluted loss per share for the three months ended March 31, 2014 and 2013:

	March 31, 2014 (unaudited)		March 31, 2013 (unaudited)
Anti-dilutive securities excluded from diluted loss per share:
Stock options		10,188,506		6,834,406
Warrants		22,135,954		16,739,136
Convertible Series AA preferred stock		-		2,342,750
Total		32,324,460		25,916,292

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Provision for Taxes

The Company accounts for our income taxes in accordance with the Income Taxes Topic of ASC 740, Income Taxes, 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. An allowance for the net deferred tax asset is established if it is more likely than not that the asset will not be realized.

Stock Based Compensation

All share-based payments to employees, including grants of employee stock options, are expensed based on their estimated fair values at the grant date, in accordance with ASC 718. Compensation expense for stock options is recorded over the vesting period using the estimated fair value on the date of grant, as calculated by the Company using the Black-Scholes model. The Company classifies all share-based awards as equity instruments.

See Note 12 for a description of the Company’s share-based compensation plans and information related to awards granted under the plans.

Non-employee stock-based compensation is accounted for based on the fair value of the related stock or options or the fair value of the goods or services on the grant date, whichever is more readily determinable.

Reclassification of Prior Year Amounts

Certain prior year numbers have been reclassified to conform to the current year presentation. These reclassifications have not affected the net loss as previously reported.

Recently Issued Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our consolidated financial position, operations or cash flows.

NOTE 3 – Inventory

As of March 31, 2014, the Company’s total inventories were $401,884.

March 31,	2014
Raw materials	$	133,289
Work in process		69,777
Finished goods		198,818
Total inventories (unaudited)	$	401,884

NOTE 4 – Equipment

As of March 31, 2014, the property, plant and equipment is being reflected net of accumulated depreciation as $7,217,599.

March 31,	2014
Machinery and equipment	$	3,901,137
Leasehold improvements		7,641
Accumulated depreciation		(409,276	)
		3,499,502
Construction in process		3,718,097
Total property, plant and equipment, net (unaudited)	$	7,217,599

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NOTE 5 – Acquisitions, Goodwill and Intangible Assets

We account for an acquisition of a business, as defined in ASC Topic 805, as required by an analysis of the inputs, processes and outputs associated with the transactions. Intangible assets that we acquire are recognized if they arise from contractual or other legal rights or if they are separable and are recorded at fair value less accumulated amortization. We analyze intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We review the amortization method and period at least at each balance sheet date. The effects of any revision are recorded to operations when the change arises. We recognize impairment when the estimated undiscounted cash flow generated by those assets is less than the carrying amounts of such assets. The amount of impairment is the excess of the carrying amount over the fair value of such assets.

Goodwill is recorded as the excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value of any previous equity interest in the acquired entity over the (ii) fair value of the net identifiable assets acquired. We do not amortize goodwill; however, we annually, or whenever there is an indication that goodwill may be impaired, evaluate qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than our carrying amount as a basis for determining whether it is necessary to perform the two-step quantitative goodwill impairment test. The Company measures the carrying amount of the asset against the estimated undiscounted future cash flows associated with it. Should the sum of the expected future net cash flows be less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the assets exceeds fair value. Our test of goodwill impairment includes assessing qualitative factors and the use of judgment in evaluating economic conditions, industry and market conditions, cost factors, and entity-specific events, as well as overall financial performance

Acquisition of MMT Technologies, Inc..

As previously reported by the Company on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 30, 2012, GlyEco Acquisition Corp. #3, an Arizona corporation and wholly-owned subsidiary (“Acquisition Sub #3”) of the Company, entered into an Asset Purchase Agreement (the “MMT Agreement”) on May 24, 2012, with MMT Technologies, Inc., a Florida corporation (“MMT Technologies”), pursuant to which Acquisition Sub #3 agreed to purchase MMT Technologies’ business and all of its assets (the “MMT Acquisition”).

Effective August 26, 2013, pursuant to the Interim Management Agreement, the Company purchased two vehicles and assumed control of MMT Technologies’ business and all of the assets to be assigned to Acquisition Sub #3 under the MMT Agreement in exchange for $50,000 in cash, which will be deducted from the aggregate purchase price outlined in the MMT Agreement.

On March 21, 2014, Acquisition Sub #3 and MMT Technologies entered into an Amendment No. 1 to the Asset Purchase Agreement (the “MMT Amendment No. 1”) and correspondingly consummated the MMT Acquisition, pursuant to which Acquisition Sub #3 acquired MMT Technologies’ business and all of their assets, free and clear of any liabilities or encumbrances, consisting of equipment, tools, machinery, supplies, materials, other tangible property, inventory, intangible property, contractual rights, books and records, intellectual property, accounts receivable, goodwill, and miscellaneous assets in exchange for 204,750 shares of restricted Common Stock, par value $0.0001, of the Company valued at a current fair market value of $1.03 per share.

During 2014, the Company completed the MMT Technologies transaction in order to expand our market within North America, obtain synergies and cost efficiencies among MMT Technologies and GlyEco, and where economically feasible, add our technological advances to already operating facilities. As a result of the transaction with MMT Technologies, we expect to reduce costs through economies of scale. The goodwill of $55,992 arising from the acquisition of MMT Technologies consists largely of the synergies and economies of scale expected from combining the operations and expanding our market.

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The following table summarizes the aggregate consideration paid during 2013 and 2014 for MMT Technologies and the amounts of the assets acquired at the effective acquisition date:

Consideration:

Cash	$	50,000

Equity instruments (104,750 common shares of the Company) issued		107,893



Equity instruments held in escrows (100,000 common shares of the Company)		103,000

Fair value of total consideration transferred	$	260,893

Recognized amounts of identifiable assets acquired and liabilities assumed:


Property, plant, and equipment	$	204,901


Total identifiable net assets		204,901

Goodwill		55,992

	$	260,893

The Company has placed in escrow 100,000 shares of our common stock to be released to the former owners of MMT Technologies on September 1, 2014 as long as no undisclosed contingencies arise as more fully described in the documents. As of March 31, 2014, the amount recognized for the contingent consideration arrangement is included in the purchase price as we consider the possibility that the shares will not be released from escrow as remote. The purchase price allocations for the Company’s recent acquisition is based upon preliminary valuations and our estimates and assumptions are subject to change within the applicable measurement period. The primary areas of the purchase price allocations that are not finalized relate to the valuation of intangible assets acquired and residual goodwill. We expect to obtain further information to assist us in determining the final valuations during the applicable measurement period.

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The components of intangible assets are as follows:

		Balance at				Balance at
	Estimated	December 31,		Current Year		March 31,		Accumulated
	Useful Life	2013		Additions		2014 (unaudited)		Amortization		Net
Finite live intangible assets:
Customer list and tradename	5 years	$	24,500	$	-	$	24,500	$	3,168	$	21,332

Non-compete agreements	5 years		332,000		-		332,000		58,600		273,400

Intellectual property	25 years		3,500,000		-		3,500,000		175,000		3,325,000

Total intangible assets		$	3,856,500	$	-	$	3,856,500	$	236,768	$	3,619,732

Goodwill	Indefinite	$	779,303	$	55,992	$	835,295	$	-	$	835,295

We compute amortization using the straight-line method over the estimated useful lives of the intangible assets. The Company has no indefinite-lived intangible assets other than goodwill.

No significant residual value is estimated for these intangible assets. Aggregate amortization expense included in operating expenses for the three months ended March 31, 2014 and 2013, totaled $53,458 and $44,350, respectively. The following table represents the total estimated amortization of intangible assets for the five succeeding years and thereafter:

For the Year Ending December 31,	Estimated Amortization Expense

2014	$	155,922
2015		209,380
2016		209,380
2017		209,380
2018		166,355
Thereafter		2,669,315

	$	3,619,732

NOTE 6 – Income Taxes

As of March 31, 2014, the Company had a net operating loss (NOL) carryforwards of approximately $10,880,000 adjusted for stock based compensation and certain other non-deductible items available to reduce future taxable income, if any. The NOL carryforward begins to expire in 2028, and fully expire in 2033. Because management is unable to determine that it is more likely than not that the Company will realize the tax benefit related to the NOL carryforward, by having taxable income, a valuation allowance has been established as of March 31, 2014 and December 31, 2013 to reduce the tax benefit asset value to zero.

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NOTE 7 – Capital Lease

We entered into a capital Equipment Lease Agreement with Full Circle, a related party as the sole owner is on our Board of Directors, 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 lease is amortized over the five year term at a rate of 9%. The equipment acquired included a distillation column and infrastructure, tanks and related equipment, filtration equipment, and vehicles. Depreciation on the cost of the leased equipment is calculated using the straight-line method over an estimated useful life, ranging from five to twenty-five years, and zero salvage value.

At March 31, 2014, the value of the assets under the capital lease was $1,617,633, net. The depreciation expense for the three months ended March 31, 2014 was $19,468.

Future minimum lease payments are due as follow:

Year Ended December 31,	Principal		Interest
2014	$	285,363	$	109,437
2015		312,125		82,675
2016		341,396		53,404
2017		373,413		21,387
2018		162,640		245
Total minimum lease payments	$	1,474,937	$	267,148

NOTE 8 – Convertible Note Payable

On August 9, 2008, Global Recycling 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”). On April 3, 2012, the Company executed a Note Conversion Agreement (the "Conversion Agreement") with Mr. Frenkel. The terms of the Conversion Agreement extended the maturity date for the Frenkel Convertible Note to December 31, 2013, with interest accrued at a rate of 12.5% compounding semi-annually, and waived any and all claims of demand arising from or related to a default on the Frenkel Convertible Note prior to the Conversion Agreement. The Conversion Agreement further stated that Mr. Frenkel would convert all money owed into a combination of common and Series AA Preferred stock. The Series AA Preferred Stock is shown on the balance sheet as Mandatorily redeemable Series AA convertible Preferred Stock as of December 31, 2013. For a more detailed discussion of the Frenkel Convertible Note and Series AA Preferred Stock, please see note 10 to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2013.

On December 31, 2013, the Company and Mr. Frenkel entered into an Amendment No. 1 to the Conversion Agreement, pursuant to which the redemption date of the Series AA Preferred Stock was extended to January 31, 2014. On January 31, 2014, the Company and Mr. Frenkel entered into an Amendment No. 2 to the Conversion Agreement, pursuant to which the redemption date of the Series AA Preferred Stock was further extended to March 15, 2014.

On March 14, 2014, Mr. Frenkel redeemed the Series AA Preferred Stock under the Conversion Agreement into 2,342,750 shares of Common Stock at a conversion rate of one share of Common Stock for each one share of Series AA Preferred Stock redeemed. As an inducement to convert the Series AA Preferred Stock into Common Shares, an additional 262,763 shares of Common Stock were issued upon conversion. Further, per the terms of the Conversion Agreement, a three-year warrant to purchase one share of Common Stock was issued for each share of Common Stock received in the redemption. Therefore, 2,605,513 warrants at an exercise price of $1.00 were issued in connection with the redemption of the Series AA Preferred Stock for Common Stock. The redemption price per share of Series AA Preferred Stock was $1.46 per share, or $3,414,785 in total, which included a redemption premium of $0.85 per share, or $1,975,392 in total; and, an inducement premium of $0.11 per share, or $268,018 in total. The redemption premium included the fair value of the warrants issued of $757,162 and the excess of the fair value of common shares over the book value of the Series AA Preferred Stock of $1,218,230. The total redemption and inducement premium of $2,243,410 is deducted from net earnings to arrive at net earnings applicable to common shareholders in the accompanying condensed consolidated Statements of Operations earnings per share calculation.

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NOTE 9 – Stockholders’ Equity

Common Stock

As of March 31, 2014, the Company has 51,874,035, shares of Common Stock outstanding. The Company's articles of incorporation authorize the Company to issue up to 300,000,000 shares of $0.0001 par value, Common Stock. The holders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividends payable on Common Stock after payment of dividends on any Preferred Shares having preference in payment of dividends.

For the three months ended March 31, 2014, the Company issued the following Common Stock:

	Number of Common Shares Issued		Value of Common Shares
Common Shares for Acquisition		204,750	$	210,893
Common Shares for Performance Plan		204,689	$	334,534
Common Shares for Conversion of Series AA Preferred Shares		2,605,513	$	2,657,623
Warrants and Options Exercised		24,167	$	26,100

We account for share based payments for goods and services to non-employees in accordance with ASC Subtopic 505-50 that requires that all such payments shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. In order to evaluate whether the fair value of consideration received or the fair value of equity instruments issued is more reliable, we calculate the fair value of each. Primarily we have had contractual obligations owed and goods and services related to working capital exchanged for units in our private placements at their issue price to the public.

To determine the fair value of shares issued for acquisitions, we used the fair value determined by using the average closing price from the preceding five days up to the transaction closing date on the OTCQB Market.

The common 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.

NOTE 10 – 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, 2013		10,133,506		$	0.74
Granted		100,000			1.04
Exercised		(45,000	)		0.72
Forfeited		-			-
Cancelled		-			-
Expired		-			-
Outstanding as of March 31, 2014		10,188,506		$	0.74

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All options exercised were done so by means of a cashless exercise, whereby the Company received no cash and issued new shares.

We account for all stock-based payment awards made to employees and directors based on estimated fair values. We estimate the fair value of share-based payment awards on the date of grant using an option-pricing model and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period, net of forfeitures.

We use the Black-Scholes-Merton (“BSM”) option-pricing model as our method of valuation. The fair value is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The fair value of share-based payment awards on the date of grant, as determined by the BSM model, is affected by our stock price as well as other assumptions. These assumptions include, but are not limited to:

•	Expected term is generally determined using weighted average of the contractual term and vesting period of the award;

•	Expected volatility of award grants made under the Company’s plans is measured using the historical daily changes in the market price of similar industry indices selected by us as representative, which are publicly traded, over the expected term of the award, due to our limited trading history;

•	Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards; and,

•	Forfeitures are based on the history of cancellations of awards granted by the Company and management's analysis of potential forfeitures.

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

			Weighted
	Warrants for		Average
	Shares		Exercise Price

Outstanding as of December 31, 2013		19,530,441	$	1.08
Granted		2,605,513		1.00
Exercised		-		-
Forfeited		-		-
Cancelled		-		-
Expired		-		-
Outstanding as of March 31, 2014 (Unaudited)		22,135,954	$	1.07

The value of the warrants was determined using the BSM option pricing model based upon:

· Expected term is generally determined using the contractual term of the award;

· Expected volatility of award grants made under the Company’s plans is measured using the historical daily changes in the market price of similar industry indices selected by us as representative, which are publicly traded, over the expected term of the award, due to our limited trading history;

· Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards.

2012 Equity Incentive Plan

On February 23, 2012, subject to stockholder approval, the Company’s Board of Directors approved the Company’s 2012 Equity Incentive Plan (the “2012 Plan”).

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 the Company. As of March 31, 2014, we have issued options to purchase an aggregate of 3,900,900 shares of our Common Stock originally reserved under the 2012 Plan. There remain 2,599,100 shares of Common Stock available for issuance under this plan.

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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 our incentive compensation program to meet our 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. As of March 31, 2014, the Company had 10,188,506 common shares reserved for future issuance under the Company’s stock plans.

NOTE 11 – Related Party Transactions

Related party transactions are included in cost of goods sold, consulting fees, general and administrative expenses, interest expense, and the capital lease obligation. Refer to the condensed consolidated statements of operations for amounts.

Chief Executive Officer

The Chief Executive Officer is the sole owner of a corporation, Barcid Investment Group, that was paid for management consulting services provided to the Company. As of February 1, 2012, the CEO changed his status from a consultant and became an employee of the Company. The CEO purchased 156,000 shares in the offering that closed on February 15, 2013 at a price of $0.65 per share in consideration of monies owed to him by the Company.

	2014
Beginning balance as of December 31, 2013	$	114,434
Monies owed		7,679
Monies paid		(22,113	)
Ending balance as of March 31, 2014 (Unaudited)	$	100,000

Chief Business Development Officer

The Chief Business Development Officer is the sole owner of two corporations, CyberSecurity, Inc. and Market Tactics, Inc., which were paid for marketing consulting services provided to the Company.

	2014
Beginning balance as of December 31, 2013	$	16,058
Monies owed		23,113
Monies paid		(39,171	)
Ending balance as of March 31, 2014 (Unaudited)	$	-

Chief Financial Officer

The Chief Financial Officer is reimbursed for business expenses charged on a personal credit card.

	2014
Beginning balance as of December 31, 2013	$	16,138
Monies owed		-
Monies paid		(16,138	)
Ending balance as of March 31, 2014	$	-

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Director

A Director of the Company is the counter party to consulting and non-compete contracts, as well as the sole owner of two corporations, Full Circle and NY Terminals with contracts with the Company. Full Circle is paid pursuant to lease and services agreements. NY Terminals is paid pursuant to a ground lease agreement.

	2014
Beginning balance as of December 31, 2013	$	426,052
Monies owed		593,100
Monies paid		(579,151	)
Ending balance as of March 31, 2014 (Unaudited)	$	440,001

General Manager

The General Manager of Acquisition Sub #3 is co-owner of MMT Technologies, which is paid rent pursuant to a lease agreement for the building and land occupied by Acquisition Sub #3.

	2014
Beginning balance as of December 31, 2013	$	10,000
Monies owed		7,500
Monies paid		(17,500	)
Ending balance as of March 31, 2014 (Unaudited)	$	-

NOTE 12 – Commitments and Contingencies

Rental Agreements

During the three months ended March 31, 2014, the Company rented office and warehouse space on a monthly basis under written rental agreements. The terms of these agreements range from several months to five years.

For the three months ended March 31, 2014, rent expense was $182,386.

Future minimum lease payments due are as follows:

Year Ended December 31,
2014	$	652,670
2015		645,687
2016		650,652
2017		564,251
2018		73,097
Total minimum lease payments	$	2,586,357

Litigation

The Company may be party to legal proceedings in the ordinary course of business. The Company believes that the nature of these proceedings (collection actions, etc.) are typical for a Company of our size and scope of operations. Currently, there are no pending legal proceedings. However, the Company is aware of two matters that involve potential claims against the Company that it is at least reasonably possible that a claim may be asserted. In the first matter, the Company had retained an entity to assist in the raising of capital. The Company believes that the entity has violated the terms of our contract. The estimated range involved in this dispute is from $0 to $100,000. In the second matter, the Company had a contract with an entity to provide project management services. The entity has billed for amounts above their contract amount for services that the Company believes were included in the scope of work of their contract. The estimated range involved in this dispute is from $0 to $129,000. Management believes both of these possible claims are without merit and intends to vigorously defend themselves should a formal claim be made.

Environmental Matters

We are subject to federal, state, and local laws, regulations and ordinances relating to the protection of the environment, including those governing discharges to air and water, handling and disposal practices for solid and hazardous wastes, and occupational health and safety. It is management’s opinion that the Company is not currently exposed to significant environmental remediation liabilities or asset retirement obligations as of March 31, 2014. However, if a release of hazardous substances occur, or is found on one of our properties from prior activity, we may be subject to liability arising out of such conditions and the amount of such liability could be material.

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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, 2013, 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 our subsidiaries.

The following discussion should be read in conjunction with the information contained in the condensed consolidated financial statements of the Company and related notes included elsewhere herein.

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. We are the largest independent glycol recycler in the United States, as measured by revenue and number of locations. Our proprietary technology, GlyEco TechnologyTM, allows us to recycle all five major types of waste glycol into a virgin-quality product usable in any glycol application. We are dedicated to conserving natural resources, limiting liability for waste generators, safeguarding the environment, and creating valuable green products.

We currently operate seven processing centers in the United States. These processing centers are located in (1) Minneapolis, Minnesota, (2) Indianapolis, Indiana, (3) Lakeland, Florida, (4) Elizabeth, New Jersey (the “NJ Processing Center”), (5) Rock Hill, South Carolina, (6) Tea, South Dakota, and (7) Landover, Maryland. We discontinued our operations in Newell, West Virginia in November of 2013. Customers in this region are currently serviced through our Maryland and New Jersey processing centers.

Our operations span several regions, but the physical collection and disposal of waste is very much a local business. The dynamics and opportunities differ in each of our markets. By combining local operating management with standardized business practices, we drive greater overall operating efficiency across the Company while maintaining day-to-day operating decisions at the local level, closest to the customer.

In 2013, we completed implementation of the first phase of GlyEco TechnologyTM upgrades at our NJ Processing Center despite delays caused by permitting and inclement weather, including the effects of Hurricane Sandy. While Hurricane Sandy did not cause any significant physical damage to our NJ Processing Center, the surrounding area experienced extensive flooding, power failures, and disruption of transportation, power, communications, and government permitting services, therefore causing unexpected delays to our upgrades. The NJ Processing Center relies on third-party rail and truck transportation to receive waste glycol materials for processing and to deliver recycled glycol to our customers. We currently lease a fleet of 12 railcars and intend to add to this fleet accordingly as our production capacity increases.

We began producing and selling ASTM E1177 Type EG-1 recycled glycol (“T1TM”) from multiple feedstock sources in August of 2013, and we continue to sell T1TM recycled glycol in commercial quantities. Customer response is very favorable and demand for T1TM recycled glycol exceeds our current processing capabilities. We have begun a second phase of GlyEco TechnologyTM upgrades at the NJ Processing Center to increase our volumes of T1TM and other glycol products. The second phase will include the installation of additional storage, increased throughput capabilities, and enhanced technological components.

We completed a pilot program with a national waste collection company in July 2013. This program enables GlyEco to collect waste glycols from landfills across the country for recycling. The program is in its initial stages, and we plan to increase its scope, capabilities and collection volumes in 2014.

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Our processing centers in Minnesota, Indiana, Florida, New Jersey, South Carolina, South Dakota, and Maryland offer waste glycol collection, recycling, and disposal services. These processing centers employ truck drivers to pick up waste glycols, transport the material to their recycling facilities, and recycle the waste glycol into fully formulated antifreeze, heat-transfer fluids, and recycled glycols. These products are resold into the market, often to the same customers that generate the waste. We currently provide collection, recycling, and disposal services to over 3,500 waste glycol generators, an increase of over 160% compared to year-end 2012.

In addition to increasing our base of waste generating customers, the Company has completed upgrades to improve quality and expand processing capabilities and capacity at each of our processing centers. The following upgrades were made to our processing centers thru March 2014:

Minnesota Processing Center relocated from a 2,000 square foot multi-tenant space to a 10,000 square feet stand-alone building. The company has completed initial upgrades at this new facility, including new circulation and vacuum pumps, piping, and other equipment. Processing capacity has increased by 248%. Additional upgrades are in process and due to be completed during Q2 2014.

·	Indiana Processing Center has completed initial upgrades, including improved filtration systems, advanced pre-treatment equipment, increased storage capacity, and an additional delivery truck. Processing capacity has increased by approximately 150%.

Florida Processing Center has completed initial upgrades, including an improved vacuum distillation system, advanced post treatment equipment, and additional pumps and piping. Processing capacity has increased 10,000 gallons. An additional collection truck was added to the business, allowing for expansion of our customer base. Secondary containment increased to 110% of state, local and U.S. required compliancy codes. Additional upgrades are planned to further expand production capabilities.

New Jersey Processing Center has completed initial upgrades of the proprietary GlyEco TechnologyTM, including the installation of a high efficiency, primary treatment process, advanced pre-treatment equipment, advanced post-treatment equipment, and increased storage capacity. We continue to implement substantial upgrades to the processing center’s infrastructure to further automate the recycling process and increase volume.

South Carolina Processing Center has completed initial upgrades, including the installation of a tri-flow reflux nozzle, advanced pre-treatment equipment, advanced post-treatment equipment, and expanded tank capacity of 43,500 gallons. Production capability has increased over 25%. These technology and equipment upgrades enable the South Carolina Processing Center to process waste polyester by-product into high quality recycled material in commercial quantity. Customer base increased approximately 265% during 2013.

South Dakota Processing Center has completed initial upgrades, including a steam cooler, pumps, piping, and additional equipment. Processing capacity was increased by 14,000 gallons. Additional upgrades are in process and due to be completed in 2014. Customer base increased approximately 8.75% during 2013.

·	Maryland Processing Center has completed initial upgrades, installing additional equipment, pumps and piping. Production capacity has increased by approximately 26,000 gallons. Secondary containment increased to 110% of state, local and U.S. required compliancy codes.

Going forward, in the United States, we intend to build on the past year’s growth. We intend to increase production of T1TM recycled glycol and increase our customer base for that product offering. We plan to expand the number of waste glycol generators we service and expand those services in to new markets. We intend to increase our customer base for fully formulated antifreeze, HVAC fluids, and recycled glycols. We will continue to expand recycling services into new markets. Further, we will continue to explore additional acquisitions and seek to create strategic alliances with companies producing or aggregating waste glycol.

Internationally, we are exploring several different strategic partnerships and business models to implement our GlyEco Technology™ in Europe, Canada, China, and elsewhere.

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Strategy

Our strategy is to increase production by continuing to expand our customer base, both in the regions we currently serve and in new regions across North America and abroad while realizing synergies from recent acquisitions. We will expand our waste glycol disposal services and waste glycol recycling services to additional industries within our regions. The principal elements of our business strategy are to:

Integrate and Increase Profits. We intend to continue integrating and implementing best practices across our recent acquisitions and all aspects of our processing centers, including financial, staffing, technology, products and packaging, and compliance. Our customers and partners require high levels of regulatory and environmental compliance, which we intend to emphasize through employee training, facility policies and procedures, and ongoing analysis of operating performance. We have begun to implement standardized accounting, invoicing, and logistics management systems across our operations.

We intend to implement computerized customer relationship management, dispatch and inventory control systems in 2014. We have implemented the initial phase of our GlyEco® brand strategy and will continue to build brand equity via marketing initiatives. 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 collectors 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.

Expand the New Jersey Processing Center. We have completed the first phase of technology installation and are producing Type 1 compliant recycled glycol for commercial use. We have begun the second phase of expansion to our processing capacity in order to meet customer demand for larger quantities of our T1™ recycled glycol and to process additional types of glycol. This includes an investment in additional equipment and build-out services that leverage the existing facilities while increasing capacity, improving cost efficiencies and increasing throughput. We believe this expansion will over time increase the margins we obtain on our products and the amount of sales.

Pursue Selective Strategic Relationships or Acquisitions. We intend to grow our market share by consolidating feedstock supply through partnering with waste collection companies, leveraging recently acquired relationships, or acquiring other companies with glycol recycling operations. 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.

New Market Development. We have completed the initial processing center expansions necessary to diversify our customer base into new markets. During 2013, we began processing waste glycols from the textile, HVAC, and airline industries at some of our processing centers. We intend to continue this growth into new markets and underserved industries. We plan to implement additional capacity at our processing centers to allow them to process additional types of waste glycol streams and therefore to serve any prevailing new markets in their respective geographic areas.

Enter International Markets. We intend to explore opportunities to expand operations and technology into international markets. We have developed several relationships in markets where we believe glycol recycling is an underserved market, including Europe, Asia, Canada, Mexico, and South America. We believe that moving into international markets will further establish the Company as a leader in glycol recycling and will increase profitability.

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Critical Accounting Policies

We have identified in Note 2 - "Basis of Presentation and Summary of Significant Accounting Policies" to the Financial Statements contained in Part I of this Form 10-Q document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements. Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include carrying amounts and useful lives of intangible assets, inventory, fair value of assets acquired in business combinations, stock-based compensation expense, and deferred taxes. We base our estimates on historical experience, our observance of trends in particular areas, and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated.

We believe that of our significant accounting policies, the following may involve a higher degree of judgment and complexity:

Going Concern

The accompanying unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2014, have been prepared assuming that the Company will continue as a going concern. As of March 31, 2014, the Company has yet to achieve profitable operations and is dependent on our ability to raise capital from stockholders or other sources to sustain operations. Ultimately, we hope to achieve viable profitable operations when operating efficiencies can be realized from the facilities added in 2013. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company's ability to continue as a going concern. In their report dated April 15, 2014, our independent registered public accounting firm included an emphasis-of-matter paragraph with respect to our financial statements for the fiscal year ended December 31, 2013, expressing uncertainty regarding the Company’s assumption that we will continue as a going concern.

Long-Lived Assets

We periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets should be evaluated for possible impairment. Instances that may lead to an impairment include the following: (i) a significant decrease in the market price of a long-lived asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

Upon recognition of an event, as previously described, we use an estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment and long-lived assets in assessing their recoverability. We measure impairment loss as the amount by which the carrying amount of the asset(s) exceeds the fair value of the asset(s). We primarily employ the two following methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties; or (ii) the present value of expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows.

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Stock Options

We estimate fair value of stock options using the Black-Scholes-Merton valuation model. Assumptions used in the calculation were determined as follows:

·	expected term is determined under the plain vanilla method using an average of the contractual term and vesting period of the award as appropriate statistical data required to properly estimate the expected term was not available;

·	expected volatility is measured using the historical daily changes in the market price of similar industry indices selected by us as representative, which are publicly traded, over the expected term of the award, due to our limited trading history; and

·	risk-free interest rate is used to approximate the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards.

·	Forfeitures are based on the history of cancellations of options granted by us and our analysis of potential future forfeitures.

Impairment of Goodwill and Other Intangible Assets

As of March 31, 2014, goodwill and net intangible assets recorded on our unaudited condensed consolidated balance sheet aggregated to $4,455,027 (of which $835,295 is goodwill that is not subject to amortization). We perform an annual impairment review in the third quarter of each fiscal year. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess. To date, we have not recorded an impairment of goodwill.

In addition to the required goodwill impairment analysis, we also review the recoverability and estimated useful life of our net intangibles with finite lives when an indicator of impairment exists. When we acquire intangible assets, management determines the estimated useful life, expected residual value if any and appropriate allocation method of the asset value based on the information available at the time. If our assumptions and related estimates change in the future, or if we change our reporting structure or other events and circumstances change, we may be required to record impairment charges of goodwill and intangible assets in future periods and we may need to change our estimated useful life of amortizing intangible assets. Any impairment charges that we may take in the future or any change to amortization expense could be material to our results of operations and financial condition.

Accounting for Income Taxes

We use the asset and liability method to account for income taxes. Significant judgment is required in determining the provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against net deferred tax assets. In preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax liability together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, depreciation on property, plant and equipment, intangible assets, goodwill, and losses for tax and accounting purposes. These differences result in deferred tax assets, which include tax loss carry-forwards, and liabilities, which are included within our consolidated balance sheets. We then assess the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. To the extent a valuation allowance is established or increased in a period, we include an adjustment within the tax provision of our consolidated statements of operations. As of March 31, 2014 and December 31, 2013, we had established a full valuation allowance for all deferred tax assets.

As of March 31, 2014 and December 31, 2013, we did not recognize any assets or liabilities relative to uncertain tax positions, nor do we anticipate any significant unrecognized tax benefits will be recorded during the next 12 months. Any interest or penalties related to unrecognized tax benefits is recognized in income tax expense. Since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest.

Results of Operations

Three Months Ended March 31, 2014 to Three Months Ended March 31, 2013

Net Sales

For the three-month period ended March 31, 2014, Net Sales were $1,653,041, compared to $1,232,667 for the three-month period ended March 31, 2013, an increase of $420,374, or 34.1%. The increase in Net Sales was due to increased production capabilities and corresponding sales from new facilities added in 2013.

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Cost of Goods Sold

For the three-month period ended March 31, 2014, our Costs of Good Sold was $1,661,423, compared to $1,165,582 for the three-month period ended March 31, 2013, representing an increase of $495,841, or approximately 42.5%. The increase in Cost of Goods Sold was due to the associated Cost of Goods Sold from increased production capabilities from new facilities added in 2013. Cost of Goods Sold consists of all costs of sales, including costs to purchase, transport, store and process the raw materials, and overhead related to product manufacture and sale. We sometimes receive raw materials (used antifreeze) at no cost to the Company, which can have an impact on our reported consolidated gross profit.

Gross Profit

For the three-month period ended March 31, 2014, we realized a gross (loss) profit of $(8,382), compared to $67,085 for the three-month period ended March 31, 2013, a decrease of $75,467, or 112.5%. The decrease in gross profit was primarily due to new customers added at lower margins than previously existing customers as we work to expand our customer base and market reach to maximize the potential of our current scope of operations. Our gross profit margin for the three-month period ended March 31, 2014, was approximately (0.5)%, compared to approximately 5.4% for the three-month period ended March 31, 2013. We expect our gross profit margin to increase when current costs for the integration, training, and process standardization at our facilities, which are expensed as incurred are no longer required later in 2014 for recently acquired facilities. These additional costs at times caused the production costs per unit to exceed the revenues per unit produced at certain facilities. Current construction in progress projects should also contribute to operating productivity and efficiencies when they are put into service later in 2014.

Operating Expenses

For the three-month period ended March 31, 2014, operating expenses increased to $1,138,182 from $488,011 for the three-month period ended March 31, 2013, representing an increase of $650,171, or approximately 133.2%. Operating expenses consist of Consulting Fees, Legal and Professional Fees and General and Administrative Expenses. This increase is attributable to our expansion through acquisition and the establishment of the necessary infrastructure for our current and planned future scope of operations.

Consulting Fees consist of marketing, administrative and management fees paid under consulting agreements. Consulting Fees decreased to $141,166 for the three-month period ended March 31, 2014, from $158,742 for the three-month period ended March 31, 2013, representing a decrease of $(17,576), or approximately (11.1)%. The decrease is primarily attributable to the hiring of some consultants as employees.

Salaries and Wages consist of wages and the related taxes. Salaries and Wages increased to $271,575 for the three-month period ended March 31, 2014, from $157,517 for the three-month period ended March 31, 2013, representing an increase of $114,058, or 72.4%. The increase is due to the additional hiring of employees and salary increases attributable to the new operations and related administrative support for activities added in 2013.

Share-Based Compensation consists of options issued to consultants and employees in consideration for services provided to the Company. Share-Based Compensation increased to $472,774 for the three-month period ended March 31, 2014, from zero dollars for the three-month period ended March 31, 2013, representing an increase of $472,774, or 100%. The increase is due to the current quarter issuance of 100,000 compensatory options, 204,689 shares of common stock to reward and provide an incentive to our consultants and employees and align their interest with our shareholders while conserving cash for expanding operations and investing activities.

Legal and Professional Fees consist of legal, outsourced accounting services, corporate tax and audit services. For the three-month period ended March 31, 2014, Legal and Professional Fees decreased to $36,913 from $63,575 for the three-month period ended March 31, 2013, representing a decrease of $(26,662), or approximately (41.9)% The decrease is due to a reduction in the outsourcing of legal and professional work. This work is now increasingly performed in house as we expand our staff and add qualified personnel to support our current and planned scope of operations.

General and Administrative (G&A) Expenses consist of general operational costs of our business. For the three-month period ended March 31, 2014, G&A Expenses increased to $215,754 from $108,177 for the three-month period ended March 31, 2013, representing an increase of $107,577, or approximately 99.4%. This increase is primarily due to the depreciation and amortization of assets relating to facilities added in 2013, and the associated costs of building out our infrastructure to support future growth of the Company.

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Other Income and Expenses

For the three-month period ended March 31, 2014, Other Income and Expenses decreased to $44,399 from $58,002 for the three-month period ended March 31, 2013, representing a decrease of $(13,603), or approximately (23.5)% Other Income and Expenses consist primarily of interest income, and interest expense.

Interest Income consists of the interest earned on the Company’s corporate bank account. Interest Income for the three-month period ended March 31, 2014, increased to $578 from $528 for the three-month period ended March 31, 2013, representing an increase of $50 or approximately 9.5%. The increase was due to additional cash held in interest-bearing accounts.

Interest Expense consists of interest on the Company’s outstanding indebtedness. For the three-month period ended March 31, 2014, Interest Expense decreased to $44,977 from $58,530 for the three-month period ended March 31, 2013, representing a decrease of $(13,553) or approximately (23.2)%. The decrease was mainly due to interest expense no longer incurred from the convertible note payable.

Liquidity & Capital Resources; Going Concern

As of March 31, 2014, we had $2,842,991 in current assets, consisting of $990,738 in cash, $1,168,970 in accounts receivable, $281,399 in prepaid expenses, and $401,884 in inventories. We had total current liabilities of $1,550,106 consisting of accounts payable and accrued expenses of $711,673, due to related parties of $540,001, note payable of $6,602, and the current portion of capital lease obligation of $291,830. We had total non-current liabilities of $1,122,339 consisting of note payable of $8,191, and the non-current portion of capital lease obligation of $1,114,148. Net cash used by operating activities for the three-month period ending March 31, 2014, was $1,704,027, while the loss from operations was $1,192,229 for the same period. The difference arises from non-cash transactions comprised of stock-based compensation of $472,774 and depreciation and amortization of $133,930.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2014, the Company has yet to achieve profitable operations and is dependent on our ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve profitable operations when operating efficiencies can be realized from facilities added in 2013. Our plans to address these matters include, realizing synergies and cost efficiencies with prior year acquisitions, raising additional financing through offering our shares of the Company’s capital stock in private and/or public offerings of our 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 our business operation or permit the Company to implement our intended business strategy. The Company plans to become profitable by upgrading the capacity and capabilities at our existing operating facilities, continuing to implement our patent-pending technology in international markets, and acquiring profitable glycol recycling companies. We have acquired four 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 and fully integrated.

In their report dated April 15, 2014, our independent registered public accounting firm included an emphasis-of-matter paragraph with respect to our financial statements for the fiscal year ended December 31, 2013 concerning the Company’s assumption that we will continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of current working capital requirements and recurring losses from operations.

The table below sets forth certain information about the Company’s liquidity and capital resources for the three months ended March 31, 2014 and 2013:

	For the Three Months Ended
	March 31, 2014			March 31, 2013
Net cash (used in) operating activities	$	(1,704,027	)	$	(690,219	)
Net cash (used in) investing activities	$	(1,627,987	)	$	(83,988	)
Net cash provided by financing activities	$	(70,547	)	$	1,660,997
Net increase (decrease) in cash and cash equivalents	$	(3,402,561	)	$	886,790
Cash - beginning of period	$	4,393,299		$	1,153,941
Cash - end of period	$	990,738		$	2,040,731

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The Company does not currently have sufficient capital to sustain expected operations and acquisitions for the next 12 months. To date, the Company has financed our operations and investing activities through private sales of our securities exempt from the registration requirements of the Securities Act of 1933, as amended. During the three months ended March 31, 2014, the Company raised $0 from private sales of our securities.

Frenkel Convertible Note

On March 14, 2014, the Series AA Preferred Stock was converted under the Conversion Agreement into 2,342,750 shares of Common Stock at a price of $1.02 per share. As inducement for the redemption of the Series AA Preferred Stock, an additional 262,763 shares of Common Stock were issued at a price of $1.02 per share. Additionally, per the terms of the Conversion Agreement, a three-year warrant to purchase one share of Common Stock was issued for each share of Common Stock received in the conversion with each such warrant having an exercise price of $1.00; therefore, a warrant to purchase 2,605,513 shares of Common Stock was issued in connection with the conversion. For a more detailed discussion of the Convertible Note and Series AA Preferred Stock, please see note 8 in the accompanying unaudited condensed consolidated financial statements and note 10 to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2013.

Private Financings

None.

Off-balance Sheet Arrangements

None

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation 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 Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2014, our disclosure controls and procedures were not effective, for the reasons discussed below, to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

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 Rule 13a-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Due to 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 due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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A material weakness is a deficiency, or combination of deficiencies, that creates a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected in a timely manner. The material weakness related to our company was due to not having the adequate personnel to address the reporting requirements of a public company and to fully analyze and account for our transactions. We do not believe that this material weakness has resulted in deficient financial reporting because we have worked through the reporting process to review our transactions to assure compliance with professional standards.

Accordingly, while we identified a material weakness in our system of internal control over financial reporting as of March 31, 2014, we believe that we have taken reasonable steps to ascertain that the financial information contained in this report is in accordance with accounting principles generally accepted in the United States. We believe we have made progress towards remediating the previously identified material weakness by retaining a new Corporate Controller with public company experience in February 2014 to assure financial reporting compliance in the future and to assist the Chief Financial Officer.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended March 31, 2014, we retained a new Corporate Controller with public company experience to help make progress towards remediating the material weakness identified above.

Inherent Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

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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.

For the three months ended March 31, 2014, the Company issued unregistered securities as follows:

On January 24, 2014, the Company issued an aggregate of 24,167 shares of Common Stock to one non-accredited investor for the cashless exercise of 45,000 stock options at a weighted average exercise price of $0.72 per share. The closing price on the OTCQB Market on the day of exercise was $1.08 per share of Common Stock. The stock options exercised vested immediately upon issuance and were converted at a rate of one share of Common Stock for each stock option exercised. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because the investor had sufficient sophistication and knowledge of the Company and the financing transaction, and the sale did not involve any form of general solicitation or general advertising. The investor made investment representations that the shares were taken for investment purposes and not with a view to resale.

On February 10, 2014, the Company issued an aggregate of 204,689 shares of Common Stock to four employees of the Company, pursuant to a performance incentive plan at a price of $1.04 per share. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because the investors had sufficient sophistication and knowledge of the Company and the financing transaction, 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 14, 2014, the Company issued an aggregate of 2,605,513 shares of Common to two accredited investors in consideration for the conversion of Series AA Preferred Stock into Common Stock, per the terms of the Note Conversion Agreement at a price of $1.02 per share. The shares were issued pursuant to Section 4(2) and Rule 506 of Regulation D promulgated thereunder because such investors 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 are restricted under Rule 144 promulgated under the Securities Act.

On March 21, 2014, the Company issued an aggregate of 204,750 shares of Common Stock to MMT Technologies at a price of $1.03 per share, pursuant to the MMT Agreement, by and among the Company, Acquisition Sub #3, and MMT Technologies, pursuant to which Acquisition Sub #3 acquired MMT Technologies’ business and all of its assets. The shares of Common Stock issued pursuant to the MMT 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.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

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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		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

(1)	Filed herewith.

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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 our behalf by the undersigned, thereunto duly authorized.

		GlyEco, Inc.

Date: May 15, 2014		By: /s/ John Lorenz
		John Lorenz
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 15, 2014		By: /s/ Alicia Williams
		Alicia Williams
		Chief Financial Officer
		(Principal Financial Officer)