Summary of CAR CHARGING GROUP, INC.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation

Cautionary Notice Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q (this "Report") contains "forward-looking statements" within the meaning of the Section 27A of the Securities Act, and
Section 21E of the Exchange Act. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as "anticipate," "believe," "estimate," "intend," "could," "should," "would," "may," "seek," "plan," "might," "will," "expect," "predict," "project," "forecast," "potential," "continue" negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Form 10-K, Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see "Item 1A - Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2012.

Overview

We provide an electric charging service for the electric vehicle (EV) automobile market, delivering convenient access for EV drivers to refuel their automobiles wherever they live, work and play. We seek to become a leading provider of EV charging services throughout North America and ultimately in Europe and Asia. In order for electric vehicles to become a mainstream reality, public EV charging stations need to be in place and readily available to consumers nationally.

We install electric charging services where EV owners are likely to live, commute, and shop, leading to a higher utilization on every installation investment. We contract with property owners and managers who control locations in high traffic areas where there is accelerating consumer adoption of electric cars as a less expensive means of transportation coupled with a focus on greenhouse gas savings.

We install fast charging stations, enabling most EV owners to fully recharge their batteries from empty in about four hours. However, most drivers will use our service to "top off" their batteries, to re-energize their batteries from approximately half a charge to a full charge. We set prices based on a variety of factors, some of which are local electricity tariffs, location, and competitive services. The stations that provide our service are sourced from a third party today, most of which are purchased from Coulomb Technologies.

Our approach is to become a strategic partner with property owners, who own high value real estate, and to demonstrate the value we offer their locations. Consumers seek businesses that support energy conservation and our service provides a differentiator for those real estate owners who want to promote themselves as supporters of the "green" movement. Electric vehicle charging provides this missing component for many property owners. Furthermore, our business model provides for the potential for increased revenue per parking spot. We offer the property owner a share in the revenue stream generated from the charging sessions as well as any other revenue derived from the location.

Over the past year and half, we have entered into contracts with and generated strong relationships with many of the essential property owners required to build a profitable charging business. Real estate segments we have established strong ties with include apartment complexes/MDUs for residential living, REITs, national parking garage owners and managers, retailers, shopping centers and malls, high population density municipalities, and office parks. Partnerships under contract in the parking market segment include ICON, Central, ACE, and LAZ Parking.

In the residential arena, contracts include Equity Residential, and Kettler. In the commercial venue, we have agreements with Forest City and Equity One. In the retail segment, relationships include Walgreens, Mall of America, Aventura Mall, and Four Seasons in Miami. Lastly, municipalities own and operate prime locations where we have relationships and those include the Pennsylvania Turnpike Hollywood, Florida, Norwalk, Connecticut and Dania Beach, Florida.

Our main source of revenue will be derived from the electric charging services, with pricing set as an hourly rate or on a per kilowatt hour rate. As more states adopt electricity deregulation, we will be in a more advantageous position to competitively price our service vis-a-vis refueling at home. As a first mover in the EV infrastructure category, we are set to capitalize on the opportunities presented by this emerging industry.

We are able to facilitate the purchase of EV charging stations through our wholly owned subsidiary, eCharging Stations, LLC. The installation and maintenance of the EV charging equipment is subcontracted through approved local vendors. It is competitively bid so as to maintain the lowest installation and on-going costs possible.

During the six months ended June 30, 2012, we have installed 56 charging units at 30 additional locations, bringing the total number of charging units and locations that we currently service to 164 and 94, respectively.

History

We were incorporated in October 2006 in Nevada with the intention of providing personal consultation services to the general public. On December 7, 2009, we entered into a Share Exchange Agreement with Car Charging, Inc., a Delaware corporation ("Car Charging").

At closing, pursuant to the majority consent of our board of directors and shareholders, we approved (i) an amendment to our Articles of Incorporation changing our name to Car Charging Group, Inc. and (ii) the authorization of 20,000,000 shares of preferred stock of the Company; subsequently amended to 40,000,000 shares of preferred stock. Additionally, we filed a Certificate of Designation with the state of Nevada designating rights to the authorized preferred stock of the Company.

During February, 2011, the Shareholders and Board of Directors authorized a decrease of our issued and outstanding common stock, in the form of a reverse stock-split, on a one-for-fifty (1:50) basis (the "Reverse Stock-Split"). All share and per share amounts included in the consolidated financial statements have been adjusted retroactively to reflect the effects of the Reverse Stock-Split.

Corporate Structure

Car Charging Group, Inc. is the parent company of Car Charging, Inc., a Delaware corporation, which serves as the main operating company and is, in turn, the parent company of several distinct wholly-owned subsidiary operating companies.

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Results of Operations

For the three months ended June 30, 2012 and 2011

Revenues

We generated revenues of $3,410 from service fees related to installed EV Charging Stations for the three months ended June 30, 2012. The Company did not derive any service fee revenue from operations for the three months ended June 30, 2011. While our primary strategy is to earn revenue through the installation and maintenance of EV Charging Stations, we will sell EV Charging Stations on occasions when the opportunity presents itself. During the quarter ended June 30, 2012, we sold 68 EV Charging Stations to a customer for a total price of $231,472 and at a gross profit of $44,416. During the quarter ended June 30, 2011, we sold seven EV Charging Stations to a customer for $59,490 at a loss of $1,340.

Operating Expenses

Operating expenses include selling, marketing and advertising, payroll, administrative, finance and professional expenses.

Compensation expense increased by $264,279 from $322,899 for the three months ended June 30, 2011 to $587,178 for the three months ended June 30, 2012. The increase was attributable to higher payroll costs as a result of the hiring of a Chief Operating Officer and controller, the hiring of additional employees to support the growth in the number of EV Charging Station installations and higher non-cash compensation costs as result of the issuance of warrants.

Other operating expenses increased by $55,134 from $124,278 for the three months ended June 30, 2011 to $179,412 for the three months ended June 30, 2012. The increase was attributable to an increase in rent due to the new leases executed during 2012 and travel costs as a result of the increase in the number of EV Charging Station installations.

General and administrative expenses decreased by $39,768 from $217,329 for the three months ended June 30, 2011 to $177,561 for the three months ended June 30, 2012. The decrease was primarily as a result of a decrease in outside consulting expenses during the three months ended June 30, 2012.

Operating Loss

Our operating loss for the three months ended June 30, 2012 increased by $231,861 as compared to the three months ended June 30, 2011 from $665,846 in 2011 to $897,707 in 2012 primarily as a result of increase in compensation expenses and other operating expenses offset by an increase in sales and a decrease in general and administrative expenses.

Other Income (Expense)

Other expense decreased from $63,998 for the three months ended June 30, 2011 to $509 for the three months ended June 30, 2012 primarily as result of the notes payable outstanding during the 2011 being converted into common stock subsequently thereafter.

Net Income (Loss)

Our net loss for the three months ended June 30, 2012 increased by $168,372 to $898,216 as compared to $729,844 for the three months ended June 30, 2011. The increase was attributable to a net increase in operating expenses of $279,645 offset by a decrease in other expenses of $63,489 and an increase in gross profit of $47,784.

For the six months ended June 30, 2012 and 2011

Revenues

We generated revenues of $6,015 from service fees related to installed EV Charging Stations for the six months ended June 30, 2012. We did not derive any revenue from service fees for the six months ended June 30, 2011. While our primary strategy is to earn revenue through the installation and maintenance of EV Charging Stations, we will sell EV Charging Stations on occasions when the opportunity presents itself. During the six months ended June 30, 2012, we sold 68 EV Charging Stations to a customer for a total price of $231,472 and at a gross profit of $44,416. During the six months ended June 30, 2011, we sold seven EV Charging Stations to a customer for a total price of $59,490 and at a loss of $1,340.

Operating Expenses

Operating expenses include selling, marketing and advertising, payroll, administrative, finance and professional expenses.

Compensation expense increased by $145,538 from $970,419 for the six months ended June 30, 2011 to $1,115,957 for the six months ended June 30, 2012. The increase was attributable to higher payroll costs as a result of the hiring of a Chief Operating Officer and controller, the hiring of additional employees to support the growth in the number of EV Charging Station installations and higher non-cash compensation costs as result of the issuance of warrants.

Other operating expenses increased by $78,544 from $225,676 for the six months ended June 30, 2011 to $304,220 for the six months ended June 30, 2012. The increase was attributable to an increase travel costs as a result of the increase in the number of EV Charging Station installations offset by a decrease in website design and hosing expenses.

General and administrative expenses increased by $639,687 from $419,257 for the six months ended June 30, 2011 to $1,058,944 for the six months ended June 30, 2012. The increase was primarily as a result of an increase in non-cash outside consulting expenses during the three months ended March 31, 2012, an increase in depreciation expense relating to EV Charging Stations due to an increase in installations during the 2012 period and an increase in professional fees.

Operating Loss

Our operating loss for the six months ended June 30, 2012 increased by $813,788 as compared to the six months ended June 30, 2011 from $1,616,692, in 2011 to $2,430,480 in 2012 primarily as a result of increase in compensation expenses, operating expenses and general and administrative expenses offset by an increase in sales

Other Income (Expense)

Other income decreased from $3,257,431 for the six months ended June 30, 2011 to other expense of $542 for the six months ended June 30, 2012 primarily as result of a one-time gain of $3,278,163 from the change in fair value of a derivative liability in 2011.

Net Income (Loss)

Our net loss for the six months ended June 30, 2012 increased by $4,071,761 to $2,431,022 as compared to net income of $1,640,739 for the six months ended June 30, 2011. The increase was attributable to an increase in operating expenses of $863,769, other expense of $3,257,973 offset by an increase in gross profit of $49,981.

Period from September 3, 2009 (date of inception) through June 30, 2012

Our cumulative net operating loss since inception is attributable to the fact that we have not derived significant revenue from operations to offset our business development expenses. Losses from operations since inception have amounted to $16,081,839 (including non-cash charges of $10,741,287 which includes the estimated value of warrants and common stock issued for services) primarily consisting of consulting, professional fees and public/investor relations fees. Our officers and staff have initiated a number of negotiations to install the selected charging stations through-out the United States and Europe. Manufacture and supply of electric vehicles that will require utilization of our services is not anticipated to be significant until the last calendar quarter of 2014; this gives us adequate time to develop its distribution plan, but also requires that we continue to develop capital sources.

Liquidity and Capital Resources

On February 6, 2012, we entered into a stock purchase agreement to sell 1,000,000 shares of Series B preferred stock at per share price of $1.00. The agreement includes an option to purchase an additional 1,500,000 shares of the Series B Preferred stock at an exercise price of $1.00 per share within 60 days of the issuance of the original 1,000,000 shares in June 2012. Simultaneously with the issuance of the original 1,000,000 Series B Preferred shares, Purchaser was entitled to receive two percent (2%) of the issued and outstanding common stock of CarCharging Limited (a subsidiary formed June 2012) in exchange for consulting services for developing business relationships and obtaining charging station locations in Romania. Additionally, if the Purchaser exercises its options in the initial stock purchase agreement, it will receive additional payment for their consulting services for developing business relationships and obtaining charging station locations in Greece in the form of 3% of the total outstanding common stock of CarCharging Ltd. We received the $900,000, net of issuance costs, in February 2012 and have issued 1,000,000 shares of Series B Preferred Stock as of June 28, 2012.

On February 27, 2012, we entered into a stock purchase agreement for 500,000 shares of restricted common stock in exchange for $500,000 cash.

We have financed our activities from sales of our capital stock and from loans from unrelated and related parties. A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs such as personnel and office expenses and various consulting and professional fees.

For the six months ended June 30, 2012 and 2011, we used cash of $1,407,435 and $1,024,779 for operations, respectively, and $5,275,648 since inception. Such cash use and accumulated losses have resulted primarily from costs related to various personnel, consulting and professional fees and costs. During the six months ended June 30, 2012, cash used for investing activities consisted of $528,550 for purchases of electric vehicle charging stations, automobile, domain names and office equipment as compared with $154,789 for the six months ended June 30, 2011. Cash provided by financing activities for the six months ended June 30, 2012 was $2,258,085 of which $1,360,000 was from the sale of shares of our common stock, net of issuance costs, and $900,000 from the sale of shares of our preferred stock, net of issuance costs, as compared to $999,999 provided by net proceeds from the sale of shares of our common stock for the six months ended June 30, 2011. The net increase in cash during the six months ended June 30, 2012 was $322,100 as compared with a net decrease of $179,569 for the six months ended June 30, 2011.

Since its inception, we have used cash for investing activities of $1,186,523 for the purchase of fixed and other assets and we have received cash provided by financing activities of $100,000 from notes payable and $7,093,045 from sales of shares of our preferred and common stock.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.