Filed pursuant to Rule 253(g)(2)
File No. 024-11086
GREEN STREAM HOLDINGS INC.
16,666,666 SHARES OF COMMON STOCK
Green Stream Holdings Inc. (“we”
or the “Company”) is offering up to 16,666,666 shares of our common stock, $.001 par value, for $0.60 per share on
a “best efforts” basis, for gross proceeds of up to $10,000,000.00, before deduction of offering expenses, assuming
all shares are sold. Selling Securityholders are offering up to 266,665 shares of our common stock, $.001 par value, for $0.60
per share, for gross proceeds of up to $159,999.00 on a “best efforts” basis. The Company originally priced this offering
at $.75 per share and it was qualified by the Securities and Exchange Commission on March 10, 2020. Due to current market conditions
we have repriced the offering. No shares were sold at the original offering price. No shares shall be sold by the selling securityholders
until an aggregate of 888,883 shares offered by the Company has been purchased from the Company in this Offering, and the
transfer agent of the Company will be instructed as such. Funds tendered by investors in connection with the sale of the shares
by the Selling Securityholders will not be made available to the Company.
The minimum investment established for
each investor is $10,000.00, unless such minimum is waived by the Company in its sole discretion, which may be done on a case-by-case
basis. There is no such restriction for offering by Selling Securityholders. For more information regarding the securities being
offered, see the section entitled “Securities Being Offered” on page 36. There is no minimum aggregate offering amount
and no provision to escrow or return investor funds if any minimum amount of shares is not sold.
Shares offered by the Company will be sold
by our directors and executive officers on a “best efforts” basis. Sellers offered by Selling Securityholders may be
sold by our officers and directors on a “best effort” basis, or may be sold by Selling Securityholders on a “best
effort” basis, provided full compliance of Selling Securityholders with applicable securities laws. We or Selling SecurityHolders
may also elect to engage licensed broker-dealers. No sales agents have yet been engaged to sell shares. All shares (whether offered
by the Company or by Selling Securityholders) will be offered on a “best-efforts” basis.
The sale of shares will begin once the
offering statement to which this circular relates is qualified by the Securities and Exchange Commission (“SEC”) and
will terminate one year thereafter or once all 16,666,666 shares are sold, whichever occurs first. We expect the offering to commence
on the date on which the offering statement of which this offering circular is a part is qualified by the SEC. Notwithstanding,
the Company may extend the offering by an additional 90 days or terminate the offering at any time.
Our common stock is not now listed on any
national securities exchange or the NASDAQ stock market; however, our stock is quoted on OTC Markets Group, Inc.’s Pink marketplace
under the trading symbol “GSFI.” There is currently only a limited market for our securities. There is no guarantee
that our securities will ever trade on any listed exchange or be quoted on the OTCQB or OTQX marketplaces.
Investing in our securities involves
a high degree of risk. See “Risk Factors” beginning on page 4 of this offering circular for a discussion of information
that should be considered in connection with an investment in our securities.
This offering is being made pursuant to
Tier 1 of Regulation A following the Offering Circular Form 1-A disclosure format.
Shares Offered by the Company
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Price Per
Share to Public
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Proceeds to
Company(1)(2)
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Per Offered Share
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$
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0.60
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$
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10,000,000.00
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Maximum Offering Amount(1)
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$
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0.60
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$
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10,000,000.00
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[1] Pursuant to Rule 416 under the Securities
Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be
issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
[2] There are no underwriting fees or commissions
currently associated with this offering; however, the Company may engage sales associates after this offering commences. Does not
include expenses of the offering including legal and accounting expenses and costs of blue sky compliance and the transaction fees,
in any. Aggregate offering expenses payable by us are estimated to be approximately 150,000,000.
Shares Offered by the Selling Securityholders
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Price Per
Share to Public
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Proceeds to Selling
Securityholders
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Per Offered Share
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$
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0.60
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$
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159,999.00
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Maximum Offering Amount
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$
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0.60
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$
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159,999.00
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This offering is highly speculative
and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire
investment. SEE “RISK FACTORS” ON PAGE 4.
THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES
IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED
PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION
THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
Green Stream Holdings
Inc.
16620 Marquez Ave
Pacific Palisades,
CA 90272
(310) 230-0240
E-mail: info@greenstreamholdingsinc.com
www.greenstreamholdingsinc.com
The date of this Offering Circular is March
12, 2020.
TABLE OF CONTENTS
Please read this offering circular
carefully. It describes our business, our financial condition, and results of operations. We have prepared this offering circular
so that you will have the information necessary to make an informed investment decision.
You should rely only on the information
contained in this offering circular. We have not authorized any other person to provide you with different information. This offering
circular is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is
not permitted. The information in this offering circular is complete and accurate as of the date on the front cover, but the information
may have changed since that date.
SUMMARY INFORMATION
This summary provides an overview of selected
information contained elsewhere in this offering circular. It does not contain all the information you should consider before
making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information
in this offering circular and review our financial statements contained herein.
The Company
We are a provider of next-generation solar
energy solutions to underrepresented and/or growing market segments. To date, we announced the first-ever construction of a solar
greenhouse incorporating proprietary greenhouse technology which uses customized red greenhouse glass and seamless solar panels.
The Company is concurrently operating in multiple markets and is prepared for conducting business in several industry-friendly
countries, states, and regions including California, Nevada, Arizona, Washington, New York, New Jersey, Massachusetts, New Mexico,
Colorado, Hawaii, and Canada. Our business office is located at 16620 Marquez Ave Pacific Palisades, CA 90272.
Green Stream Holdings Inc. (the “Company”)
was originally incorporated on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4,
2009, the Company merged with Eagle Oil Holding Company, a Nevada corporation, and the surviving entity, the Company, changed
its name to “Eagle Oil Holding Company, Inc.” On April 25, 2019, the Company changed its name to “Green Stream
Holdings Inc.” On May 15, 2019, the Company elected to convert the Company from Nevada corporation to Wyoming corporation.
As of September 25, 2019, the Company is in good standing with the state of Wyoming and is deemed to have been domesticated as
of that date. On December 03, 2019, the Company filed its amended and restated articles of incorporation.
The Company is currently authorized to
issue a total of 10,000,000,000 shares of Common Stock with a par value of $0.001 and 12,000,000 shares of Preferred Stock with
a par value of $0.001. Out of the 12,000,000 shares of Preferred Stock, the following series of Preferred Stock are designated
as of the date of this offering:
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1,000,000
shares of Convertible Series A Preferred Shares. Convertible Series A Preferred Shares
are convertible into the shares of Common Stock at a ratio of 1,000 shares of Convertible
Series A Preferred Shares to 1 share of Common Stock.
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1,000,000
shares of Convertible Series B Preferred Shares. Convertible Series B Preferred Shares
are convertible into the shares of Common Stock at a ratio of 1,000,000 shares of Common
Stock for each single Convertible Series B Preferred Share.
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10,000,000
shares of Convertible Series C Preferred Shares. Convertible Series C Preferred Shares
are convertible into Common Stock at a ratio of 1,000 shares of Convertible Series C
Preferred Share for one share of Common Stock.
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The Company’s securities are currently
quoted on the OTC Markets Group Inc.’s Pink marketplace under the symbol “GSFI.” There is a limited market for
the shares included in this offering.
Business Overview
The Company operates as a holding company
of its wholly-owned subsidiary, Green Stream Finance, Inc., a Wyoming corporation founded in the year 2016. Green Stream Finance,
Inc. has its offices in Malibu, California, and New York. The Company is focused on exploiting currently unmet markets in the
solar energy space. The Company is concurrently operating in multiple markets and is prepared for conducting business in several
industry-friendly countries, states, and regions including California, Nevada, Arizona, Washington, New York, New Jersey, Massachusetts,
New Mexico, Colorado, Hawaii, and Canada. Our business office is located at 16620 Marquez Ave Pacific Palisades, CA 90272. The
Company plans is to expand to more locations in North America in the next year as funding becomes available.
The Company was founded in the year 2004
under the name “Ford-Spoleti Holdings, Inc.” in the State of Nevada. The Company subsequently changed its name to
Eagle Oil Holding Company Inc. in accordance with Articles of Merger filed with the Secretary of State of Nevada on June 4, 2009,
and was trading on OTC Markets Group, Inc.’s Pink marketplace under the trading symbol “EGOH.” Afterward, on
February 14, 2019, the Company entered a certain acquisition and merger agreement, under which the Company acquired 96% shares
of common stock of Green Stream Finance Inc., changed its name to Green Stream Holdings, Inc.
The Company is a Wyoming corporation as
of September 25, 2019.
Going Concern
As of September 30, 2019, the Company
had an accumulated loss of $173,926. Management has taken a certain action and continues to implement changes designed to improve
the Company’s financial results and operating cash flows. The actions involve certain – growing strategies, including
– expansion of the business model into new markets. Management believes that these actions will enable the Company to improve
future profitability and cash flow in its continuing operations. As a result, the financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of the Company’s ability to continue as a going concern.
Summary of the Offering
Securities
Offered
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16,666,666 shares of common stock, par value $0.001 (the “Common
Stock”)
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Securities Offered
by the Company
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16,666,666 shares
of Common Stock on a best-efforts basis.
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Securities Offered
by Selling Securityholders
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266,665 shares of
Common Stock on a best-efforts basis.
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Additional information
about the Offering
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Shares offered by the Company will be sold by our directors and executive
officers. We may also elect to engage licensed broker-dealers. No sales agents have yet been
engaged to sell shares. The Company will not pay for any selling expenses of the selling Security
Holders. All shares will be offered on a “best-efforts” basis. Investors may be
publicly solicited provided the “blue sky” regulations in the states in which
the Company solicits investors allow such solicitation.
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Settlement
Agreement
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Please note that this
sale shall be subject to certain mutual release and settlement agreement (hereinafter referred
to as the “Settlement”) dated May 29, 2019, as amended. The Settlement is attached
to this Offering as an exhibit to this Offering. Eagle Oil Parties, as defined in the Settlement,
are Selling Securityholders, as defined hereto. Please see the relevant risk factors with
regard to the Settlement Agreement in the “Risk Factors” section at page 4. Please
also review section “Legal Proceedings” carefully at page 26.
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Offering price per
Share
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$0.60 per share
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Number of shares
outstanding before the offering of common shares
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26,100,665 shares
of Common Stock as of the date hereof, and 1,000,000,002,000 shares potentially issuable upon exercise or conversion
of outstanding options, warrants, and preferred stock.
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Number of shares
outstanding after the offering of common shares if all the shares being offered are sold
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42,767,331 shares
of Common Stock will be issued and outstanding after this offering is completed if all the shares being offered are sold.
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Minimum number of
shares to be sold in this offering
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None.
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Minimum
investment
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The
minimum investment established for each investor is $10,000.00, unless such minimum is waived by the Company in its sole discretion,
which may be done on a case-by-case basis.
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Market for the common
shares
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There is only a
limited public market for the common shares and a broad public market may never develop. The common stock is quoted on OTC
Pink, informally known as the “Pink Sheets,” under the symbol “GSFI.”
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Use of proceeds
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The Company intends to use the
proceeds of this offering for marketing, inventory, acquisition and for general and administrative purposes. See “Use
of Proceeds” section for details.
There is no minimum offering amount
and no provision to escrow or return investor funds if any minimum number of shares is not sold. All funds raised by the
Company from this offering will be immediately available for the Company’s use.
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Termination of the
offering
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The offering will conclude upon the earlier of the sale of all the shares or one year after
the date of this offering circular.
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You should rely only upon the information
contained in this offering circular. The Company has not authorized anyone to provide you with information, including projections
of performance, different from that which is contained in this offering circular. The Company is offering to sell shares of common
stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained herein is accurate
only as of the date of this offering circular, regardless of the time of delivery of this offering circular or of any sale of
the common stock.
ABOUT THIS CIRCULAR
We have prepared this offering circular
to be filed with the SEC for our offering of securities. The offering circular includes exhibits that provide more detailed descriptions
of the matters discussed in this circular. You should rely only on the information contained in this circular and its exhibits.
We have not authorized any person to provide you with any information different from that contained in this circular. The information
contained in this circular is complete and accurate only as of the date of this circular, regardless of the time of delivery of
this circular or sale of our shares. This circular contains summaries of certain other documents, but the reference is hereby
made to the full text of the actual documents for complete information concerning the rights and obligations of the parties thereto.
All documents relating to this offering and related documents and agreements, if readily available to us, will be made available
to a prospective investor or its representatives upon request.
INDUSTRY AND MARKET DATA
The industry and market data used throughout
this circular have been obtained from our own research, surveys or studies conducted by third parties and industry or general
publications. Industry publications and surveys generally state that they have obtained information from sources believed to be
reliable, but do not guarantee the accuracy and completeness of such information. We believe that each of these studies and publications
is reliable. We have not engaged any person or entity to provide us with industry or market data.
TAX CONSIDERATIONS
No information contained herein, nor in
any prior, contemporaneous or subsequent communication should be construed by a prospective investor as legal or tax advice. We
are not providing any tax advice as to the acquisition, holding or disposition of the securities offered herein. In making an
investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U.S. Federal, state and
any applicable foreign tax consequences relating to their investment in our securities. This written communication is not intended
to be “written advice,” as defined in Circular 230 published by the U.S. Treasury Department.
RISK
FACTORS
Please consider the following risk factors
and other information in this offering circular relating to our business and prospects before deciding to invest in our common
stock.
This offering and any investment in our
common stock involve a high degree of risk. You should carefully consider the risks described below and all of the information
contained in this offering circular before deciding whether to purchase our common stock. If any of the following risks actually
occur, our business, financial condition and results of operations could be harmed and you may lose all or part of your investment.
The Company considers the following to
be all known material risks to an investor regarding this offering. The Company should be viewed as a high-risk investment and
speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider
the following risk factors before deciding to invest in our common stock.
RISKS RELATED TO THE INDUSTRY
The demand for products requiring
significant initial capital expenditures such as solar power products and related services are affected by general economic conditions.
The United States and countries worldwide
have recently experienced a period of declining economies and turmoil in financial markets. A sustained economic recovery is uncertain.
In particular, terrorist acts and similar events, continued unrest in the Middle East or war, in general, could contribute to
a slowdown of the market demand for products that require significant initial capital expenditures, including demand for solar
power systems and solar greenhouses. In addition, increases in interest rates may increase financing costs to customers, which
in turn may decrease demand for our solar power products. If economic recovery is slowed as a result of the recent economic, political
and social events, or if there are further terrorist attacks in the United States or elsewhere, we may experience decreases in
the demand for our solar power products, which may harm our operating results.
If there is a shortage of components
and/or key components rise significantly in price that may constrain our revenue growth.
The market for photovoltaic installations
has continued to grow despite worldwide financial and economic issues. The introduction of significant production capacity has
continued and has increased supply and reduced the cost of solar panels. If demand increases and supply contracts, the resulting
likely price increase could adversely affect sales and profitability. From 2009 through 2014, there was a tremendous increase
in the capacity to produce solar modules, primarily from China, which coupled with the worst economic downturn in nearly a century,
significantly reduced the price of solar panels. As demand for solar panels will likely increase with an economic recovery, demand
and pricing for solar modules could increase, potentially limiting access to solar modules and reducing our selling margins for
panels.
Shortages of silicon and inverters or
supply chain issues could adversely affect the availability and cost of our solar energy systems. Manufacturers of photovoltaic
modules depend upon the availability and pricing of silicon, one of the primary materials used in photovoltaic modules. The worldwide
market for silicon from time to time experiences a shortage of supply, which can cause the prices for photovoltaic modules to
increase and supplies to become difficult to obtain. While we have been able to obtain sufficient supplies of solar photovoltaic
modules to satisfy our needs to date, this may not be the case in the future. Future increases in the price of silicon or other
materials and components could result in an increase in costs to us, price increases to our customers or reduced margins.
Other international trade conditions such
as work slowdowns and labor strikes at port facilities or major weather events can also adversely impact the availability and
price of solar photovoltaic modules.
Existing regulations and policies
and changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use
of solar power products, which may significantly reduce demand for our products.
The market for electricity generation
is heavily influenced by foreign, U.S. federal, state and local government regulations and policies concerning the electric utility
industry, as well as policies promulgated by electric utilities. These regulations and policies often relate to electricity pricing
and technical interconnection of customer-owned electricity generation. In the U.S. these regulations and policies are being modified
and may continue to be modified. Customer purchases of or further investment in the research and development of alternative energy
sources, including solar power technology, could be deterred by these regulations and policies, which could result in a significant
reduction in the potential demand for our solar power products, for example, without certain major incentive programs and or the
regulatory mandated exception for solar power systems, utility customers are often charged interconnection or standby fees for
putting distributed power generation on the electric utility network. These fees could increase the cost to our customers of using
our solar power products and make them less desirable, thereby harming our business, prospects, results of operations and financial
condition.
We anticipate that our solar power products
and their installation will be subject to oversight and regulation in accordance with national and local ordinances relating to
building codes, safety, and environmental protection, utility interconnection and metering and related matters. It is difficult
to track the requirements of individual states and design equipment to comply with the varying standards. Any new government regulations
or utility policies pertaining to our solar power products may result in significant additional expenses to us and our resellers
and their customers and, as a result, could cause a significant reduction in demand for our solar power products.
The reduction, elimination or expiration
of government subsidies and economic incentives for on-grid solar electricity applications could reduce demand for solar power
systems and harm our business.
The market for solar energy applications
depends in large part on the availability and size of local, state, and federal government and economic incentives that vary by
geographic market. The reduction, elimination or expiration of government subsidies and economic incentives for solar electricity
may negatively affect the competitiveness of solar electricity relative to conventional and non-solar renewable sources of electricity
and could harm or halt the growth of the solar electricity industry and our business.
The cost of solar power currently is less
than retail electricity rates in most markets, and we believe solar will continue to do so for the foreseeable future. As a result,
federal, state and local government bodies, the United States has provided incentives in the form of feed-in tariffs, or FITs,
rebates, tax credits and other incentives to system owners, distributors, system integrators and manufacturers of solar power
systems to promote the use of solar electricity in on-grid applications and to reduce dependency on other forms of energy. Many
of these government incentives expire, phase out over time, terminate upon the exhaustion of the allocated funding or require
renewal by the applicable authority. In addition, electric utility companies or generators of electricity from other non-solar
renewable sources of electricity may successfully lobby for changes in the relevant legislation in their markets that are harmful
to the solar industry. Reductions in, or eliminations or expirations of, governmental incentives could result in decreased demand
for and lower revenue from solar PV systems, which would adversely affect sales of our products.
Our success depends, in part, on
the quality and safety of the services we provide.
We do not design and manufacture our own
products. We can and do use a variety of products and do not have a commitment to any single manufacturer. We do not warranty
our products because this is the responsibility of the manufacturer. However, we do warranty our installation workmanship and
could suffer a loss of customer referrals and reputation degradation if our quality workmanship is not maintained.
We may need additional capital to
develop our business.
The development of our services will require
the commitment of resources to increase the advertising, marketing and future expansion of our business. In addition, expenditures
will be required to enable us in 2019 and 2020 to conduct planned business research, development of new affiliate and associate
offices, and marketing of our existing and future products and services. Currently, we have no established bank-financing arrangements.
Therefore, it is possible that we would need to seek additional financing through a subsequent future private offering of our
equity securities, or through strategic partnerships and other arrangements with corporate partners.
We cannot give any assurance that any
additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity
securities could result in dilution to our stockholders. Sales of existing shareholders of the common stock and preferred stock
in the public market could adversely affect prevailing market prices and could impair the Company’s future ability to raise
capital through the sale of the equity securities. The incurrence of indebtedness would result in increased debt service obligations
and could require us to agree to operating and financing covenants that would restrict our compensation. If adequate, additional
financing is not available on acceptable terms, we may not be able to implement our business development plan or continue our
business operations.
Our liability insurance may not
be adequate in a catastrophic situation.
We do not currently maintain property
damage insurance or product liability insurance. Material damage to, or the loss to our facilities or equipment due
to fire, severe weather, flood or other catastrophe, even if insured against, could result in a significant loss to the Company.
The services we intend to provide
to customers may not gain market acceptance, which would prevent us from achieving sales and market share.
The market for solar power is emerging
and rapidly evolving, and its future success is uncertain, especially when solar power services are combined with other products
such as greenhouses. If solar power technology proves unsuitable for widespread commercial deployment or if demand for solar power
products fails to develop sufficiently, we would be unable to achieve sales and market share. In addition, demand for solar power
in the markets and geographic regions we target may not develop or may develop more slowly than we anticipate. Many factors may
influence the widespread adoption of solar power technology and demand for solar power, including:
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Performance and reliability
of solar power products as compared with conventional and non-solar alternative energy
products;
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Cost-effectiveness
of solar power technologies as compared with conventional and competitive alternative
energy technologies;
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Success of alternative
distributed generation technologies such as hydrogen fuel cells, wind turbines, bio-diesel
generators, and large-scale solar thermal technologies;
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Fluctuations in economic
and market conditions that impact the viability of conventional and competitive alternative
energy sources;
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Increases or decreases
in the prices of oil, coal and natural gas;
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Capital expenditures
by customers, who tend to decrease when domestic or foreign economies slow; and
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Continued deregulation
of the electric power industry and broader energy industry.
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We face intense competition from
other system integrators and other energy generation products. If we fail to compete effectively, we may be unable to increase
our market share and sales.
The mainstream power generation market
and related product sectors are well established and we are competing with power generation from more traditional processes that
can generate power at lower costs than most renewable or environmentally driven processes. Further, within the renewable power
generation and technologies markets, we face competition from other methods of producing renewable or environmentally positive
power. Then, the solar power market itself is intensely competitive and rapidly evolving. Our competitors have established market
positions more prominent than ours, and if we fail to attract and retain customers, we may be unable to achieve sales and market
share. There are a number of major multi-national corporations that provide solar installation services such as REC, Solar City,
and Sunpower Corporation. Established integrators are growing and consolidating, including GoSolar, Sunwize, Sunenergy, and Real
Good Solar and we expect that future competition will include new entrants to the solar power market. Further, many of our competitors
may be developing or may be currently providing products based on new solar power technologies that may have costs similar to,
or lower than, our projected costs.
Some of our competitors are substantially
larger than we are, have longer operating histories and have substantially greater financial, technical, manufacturing and other
resources than we do. Our competitors’ greater sizes in some cases provide them with competitive advantages with respect
to manufacturing costs and the ability to allocate costs across a greater volume of production and purchase raw materials at lower
prices. They also have far greater name recognition, an established distribution network and an installed base of customers. In
addition, many of our competitors have well-established relationships with current and potential resellers, which have extensive
knowledge of our target markets. As a result, our competitors will be able to devote greater resources to the research, development,
promotion, and sale of their products and may be able to respond more quickly to evolving industry standards and changing customer
requirements than we can.
Our sales and installations are
subject to seasonality of customer demand and weather conditions which are outside of our control.
Our sales are subject to the seasonality
of when customers buy solar energy systems. Historically, we are expected to experience spikes in orders during the spring and
summer months which, due to lead time, result in installations and revenue increase during the summer and fall. Tax incentives
can generate additional backlog prior to the end of the year, depending upon the incentives available and whether customers are
looking to take advantage of such incentives before the end of the year.
Our ability to construct systems outdoors
may be impacted by inclement weather, which can be most prominent in our geographic installation regions during the first and
fourth quarters of the year. As a result of these factors, our first quarter is generally our slowest quarter of the year. If
unexpected natural events occur and we are unable to manage our cash flow through these seasonal factors, there could be a negative
impact on our financial position, liquidity, results of operations and cash flow.
Our inability to respond to changing
technologies and issues presented by new technologies could harm our business.
The solar energy industry is subject to
technological change. If we rely on products and technologies that cease to be attractive to customers, or if we are unable to
respond appropriately to changing technologies and changes in product function or quality, we may not be successful in capturing
or retaining significant market share. In addition, any new technologies utilized in our solar energy systems may not perform
as expected or as desired, in which event our adoption of such products or technologies may harm our business.
We rely heavily on a limited number
of designers, suppliers, installers and other vendors, and if these companies were unable to deliver critical components and services,
it would adversely affect our ability to operate and our financial results.
We rely on a limited number of third-party
suppliers to provide the components used in our solar-panel based greenhouses and our solar energy systems. We also rely on key
vendors to provide internal and external services which are critical to our operations, including installation of solar energy
systems, accounting and customer relationship management software, facilities and communications. The failure of our suppliers
and vendors to supply us with products and services in a timely manner or on commercially reasonable terms could result in lost
orders, delay our project schedules, limit our ability to operate and harm our financial results. If any of our suppliers or vendors
were to fail to supply our needs on a timely basis or to cease providing us key components or services we use, we would be required
to secure alternative sources of supply. We may have difficulty securing alternative sources of supply. If this were to occur,
our business would be harmed.
The installation and ongoing operation
of solar energy systems involves significant safety risks.
Solar energy systems generate electricity,
which is inherently dangerous. Installation of these systems also involves the risk of fire, personal injuries occurring at the
job site and other risks typical of construction projects. Although we take many steps to assure the safe installation and operation
of our solar energy systems and greenhouse, and maintain insurance against such liabilities, we may nevertheless be exposed to
significant losses arising from personal injuries or property damage arising from our projects.
United States trade policy affects
our ability to purchase domestic solar panels.
One of the effects of the United States
tariffs on imported solar panels, including solar panels from China, is an increased demand for products manufactured in the United
States which may affect both our ability to purchase solar panels and the price and other terms at which solar panels are available
to us. Because of the increased demand for domestically manufactured solar panels, we cannot assure you that, if we seek to purchase
solar panels from Renewable Energy Development, a New York-based company, it will have the capacity to fill our orders at a commercially
reasonable price or that we will be able to purchase solar panels from other suppliers at a reasonable cost. Our inability to
obtain domestically produced solar panels can impair our ability to generate revenue and maintain reasonable gross margins.
Changes in net metering regulations
could impair the market for solar products.
Net metering is a billing mechanism that
credits solar energy system owners for the electricity that they add to the electricity grid. If the owner of a solar system generates
more electricity than it consumes, the excess electricity is sold back to the grid. California’s first net metering policy
set a “cap” for the three investor-owned utility companies in the state: Pacific Gas & Electric (PG&E), San
Diego Gas & Electric (SDG&E), and Southern California Edison (SCE). All three have reached their cap where total solar
installations in each utility’s territory were capped at five percent of total peak electricity demand. The California Public
Utilities Commission (CPUC) created the known as “Net Metering 2.0” (NEM 2.0) that extends California net metering.
NEM 2.0 is slightly different from the first net metering policy. Under NEM 2.0, customers will still receive the retail credit
for electricity produced but will be required to pay more in Non-Bypassable Charges. NEM 2.0 also requires new solar customers
to pay a one-time Interconnection Application Fee, the amount of which is dependent upon the utility company. For systems under
1MW, this fee is $132 for San Diego Gas & Electric, $145 for Pacific Gas & Electric, and $75 for Southern California Edison.
NEM 2.0 customers are also required to use Time of Use (ToU) rates. These changes alter the return on investment for solar customers,
and our pricing needs to reflect this change in order for the purchase of a solar system to be economically attractive to the
customer, which may be reflected in lower prices and reduced margins.
To the extent that utility companies are
not required to purchase excess electricity from owners of solar systems or are permitted to lower the amounts paid, the market
for solar systems may be impaired. Because net metering can enable the solar system owner to further reduce the cost of electricity
by selling excess electricity to the utility company, any elimination or reduction of this benefit would reduce the cost savings
from solar energy. We cannot assure you that net metering will not be eliminated or the benefits significantly reduced for future
solar systems which may dampen the market for solar energy.
Although we are not regulated as
a utility company, changes in regulations may subject us to regulation as a utility.
We are presently exempt from regulation
as a utility as we have “qualifying facility” status with the Federal Energy Regulatory Commission for all of our
qualifying solar energy projects. Any local, state, federal or foreign regulations which classify us as a utility could place
significant restrictions on our ability to operate our business by prohibiting or otherwise restricting our sale of electricity.
If we were subject to the same state, federal or foreign regulatory authorities as utility companies in the United States or if
new regulatory bodies were established to oversee our business in the United States or in foreign markets such as China, then
our operating costs would materially increase, which would impair our ability to generate a profit from our business.
Our business would be impaired if
we lose our licenses, if more stringent government regulations are enacted or if we fail to comply with the growing number of
regulations pertaining to solar energy and consumer financing industries.
Our business is or may become subject
to numerous federal and state laws and regulations. The installation of solar energy systems performed by us is subject to oversight
and regulation under local ordinances, building, zoning and fire codes, environmental protection regulation, utility interconnection
requirements, and other rules and regulations. The financing transactions the Company are subject to numerous consumer credit
and financing regulations. The consumer protection laws, among other things:
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require us to obtain
and maintain licenses and qualifications;
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limit
certain interest rates, fees and other charges we are allowed to charge;
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limit
or prescribe certain terms of the loans to our customers; and
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require
specific disclosures and the use of special contract forms.
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The number of laws affecting both aspects
of our business continues to grow. We can give no assurances that we will properly and timely comply with all laws and regulations
that may affect us. If we fail to comply with these laws and regulations, we may be subject to civil and criminal penalties. In
addition, non-compliance with certain consumer disclosure requirements related to home solicitation sales and home improvement
contract sales affords residential customers with a right to rescind such contracts in some jurisdictions.
Changes in regulations relating
to fossil fuel can impact the market for renewable energy, including solar.
The market for renewable energy in general
and solar energy, in particular, is affected by regulations relating to the use of fossil fuel and the encouragement of renewable
energy. To the extent that changes in regulations have the effect of reducing the cost of gas, oil, and coal or encouraging the
use of such fuels, the market for solar systems may be impaired.
A material decline in the price of
electricity charged by the local utility company to commercial users may impair our ability to attract commercial customers.
Often large commercial customers pay less
for energy from utility companies than residential customers. To the extent that utility companies offer commercial customers
a lower rate for electricity, they may be less willing to switch to solar energy. Under such conditions, we may be unable to offer
solar energy systems in commercial markets that produce electricity at rates that are competitive with the price of retail electricity
they are able to obtain from the local utility company. In such event, we would be at a competitive disadvantage compared to the
local utility company and may be unable to attract new commercial customers, which would impact our revenues.
Solar energy and other forms of renewable
energy compete with other forms of energy and the attractiveness of solar energy reflects the cost of electricity from the local
grid.
Solar energy competes with other all other
forms of energy, including, particularly local utility companies, whose pricing structure effectively determines the market for
solar energy. If consumers, whether residential or commercial, believe that they are paying and will continue to pay too much
for electricity from a local utility company, they may consider other alternatives, including alternative providers of electricity
from local utility companies as well as forms of renewable energy. If they are in a location where, because of the climate and
geography, solar energy is a possibility, they may consider solar energy as an alternative, provided they are satisfied that they
will receive net savings in their cost of electricity and their system will provide them with a constant source of energy. Further,
although some customers may purchase a solar energy system because of environmental considerations, we believe that the cost of
electricity is the crucial factor that influences the decision of a user, particularly a commercial user, to elect to use solar
energy.
RISKS RELATED TO OUR BUSINESS
Our annual and quarterly financial
results are subject to significant fluctuations depending on various factors, many of which are beyond our control.
Our sales and operating results can vary
significantly from quarter to quarter and year to year depending on various factors, many of which are beyond our control. These
factors include, but are not limited to:
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seasonal consumer
demand for our products;
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discretionary spending
habits;
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changes in pricing
in, or the availability of supply in, the used powerboat market;
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variations in the
timing and volume of our sales;
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the timing of our
expenditures in anticipation of future sales;
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sales promotions
by us and our competitors;
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changes in competitive
and economic conditions generally;
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consumer preferences
and competition for consumers’ leisure time; and
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changes in the cost
or availability of our labor.
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As a result, our results of operations
may decline quickly and significantly in response to changes in order patterns or rapid decreases in demand for our products.
We anticipate that fluctuations in operating results will continue in the future.
Our limited operating history with
our current business lines makes it difficult to evaluate our current and future prospects and may increase the risk associated
with your investment.
We have a limited operating history with
our current business lines. Consequently, our operations are subject to all the risks inherent in the establishment of new business
lines in industries within which we are not necessarily familiar. We have encountered and will continue to encounter risks and
difficulties frequently experienced by rapidly growing companies in constantly evolving industries, including the risks described
in this prospectus. If we do not address these risks successfully, our business, financial condition, results of operations and
prospects will be adversely affected, and the market price of our common stock could decline. As such, any predictions about our
future revenue and expenses may not be as accurate as they would be if we had a longer operating history in our current business
lines or operated in a more predictable market.
We will need a significant amount
of capital to carry out our proposed business plan and, unless we are able to raise sufficient funds or generate sufficient revenues,
we may be forced to discontinue our operations.
Our ability to obtain the necessary financing
to execute our business plan is subject to a number of factors, including general market conditions and investor acceptance of
our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable
to us. If we are unable to raise sufficient funds or generate them through revenues, we will have to significantly reduce our
spending, delay or cancel our planned activities or substantially change our current corporate structure. There is no guarantee
that we will be able to obtain any funding or that we will have sufficient resources to continue to conduct our operations as
projected, any of which could mean that we will be forced to discontinue our operations.
A portion of the proceeds raised
from this offering will be distributed to Selling Securityholders.
Certain of our stockholders, will sell
in the aggregate up to approximately 266,665 shares of the Company’s Common Stock in this Offering. As a result, the net
proceeds to the Company from the sale of shares of its Common Stock sold in this offering will be reduced by such amount. Selling
Securityholders may compete with the Company in selling the shares in this Offering, and will not be limited to the minimum investment
amount. As a result, it is possible, that investors will prefer purchasing the shares of the Company’s Common Stock from
Selling Securityholders rather than from the Company. For more information about certain selling Securityholders, please see the
section of this Offering Circular entitled, “Plan of Distribution and Selling Securityholders.”
In the event this Offering Statement is not qualified on
or before March 9, 2020, Selling Shareholders may obtain the majority of the voting power pursuant to the Settlement Agreement
and there may be a change of control.
The Settlement Agreement, as amended, provides
that Selling Securityholders, referred to as Eagle Oil Parties in the Settlement Agreement, are entitled to have shares of the
Company’s common stock underlying their convertible notes qualified under this Offering Statement. In the event this offering
is not qualified by March 9, 2020, “each one of the 5 members of the … [Selling Securityholders] shall receive 30,000
Class B preferred shares, that shall be fully paid and non-assessable, by March 10, 2020,” as per the Settlement Agreement.
As a result, there may be a change of control, the Company’s business plan may change and this Offering may be amended accordingly
or withdrawn. Please additionally review Legal Proceedings on page 26.
There are certain allegations of the
existence of the number of promissory notes of the Company that may result in major litigation against the Company.
Selling Shareholders, their subsidiaries
and affiliates, and a number of third parties purportedly acting together with Selling Shareholder allege the existence of certain
Purported Notes, as defined in Legal Proceedings on page 26. As a result, although the Company believes that the claims regarding
the Purported Notes are invalid and is prepared to vigorously defend itself in court against said claims, in the event the Company’s
judgment of the situation is incorrect, the claims in connection with the Purported Notes may result in major litigation and substantial
losses for the Company. In the event the claimants will prevail with regard to the Purported Notes, the total amount of losses
may be at least $16,427,143, not taking the accrued interest and legal fees into account. Please additionally review Legal Proceedings
on page 26.
We operate in a highly competitive industry and potential
competitors could duplicate our business model.
We are involved in a highly competitive
industry where we compete with numerous other companies who offer products and services similar to those we offer. Although some
aspects of our business may be protected by intellectual property laws (patent protection, trade secret protection, copyrights,
trademarks, etc.), potential competitors will likely attempt to duplicate our business model. Some of our potential competitors
may have significantly greater resources than we have, which may make it difficult for us to compete. There can be no assurance
that we will be able to successfully compete against these other entities. Additionally, our contractors are not subjected to
an exclusive contractual relationship with the Company.
Conflict of Interest
The Company is subject to various potential
and actual conflicts of interest arising out of its relationship with its President and/or affiliates of the Company: transactions
with affiliates of the President of the Company and/or such other persons and entities; the payment of substantial sums from the
proceeds of this offering to such affiliates; and, competition for the time and services of the President, agents, employees,
and affiliates with other projects or businesses that they run.
Limited Full-Time Employees and
Staff
Assuming successful completion of this
Offering, we intend to hire necessary support staff and will hire, as and when needed, such management, support personnel, independent
consultants, as it may deem necessary for the purposes of its business operations and the President. There can be no assurance
that the Company and its President will be able to recruit and hire required support personnel under acceptable terms. The Company’s
business would be adversely affected if it were unable to retain the required personnel.
Dealings with the Company
The President controls the business and
affairs of the Company. Consequently, the President will be able to control the President’s own compensation and to approve
dealings, if any, by the Company with other entities with which the President is also involved. Furthermore, the President controls
the majority of the voting power in the Company. Although the President intends to act fairly and in full compliance with her
fiduciary obligations, there can be no assurance that the Company will not, as a result of the conflict of interest described
above, sometimes enter into arrangements under terms less beneficial to the Company than it could have obtained had it been dealing
with unrelated persons.
Limitation of Liability of the President
and Directors
To the maximum extent allowed by law,
the President and Directors will have limited liability for breach of fiduciary duty and for (i) any breach of the duty of loyalty
to the Company or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; or (iii) any transactions from which the President and its Affiliates derived an improper personal benefit.
Exclusive Selection of Forum in
the Bylaws
Our corporate bylaws provide that unless
the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, all Internal
Corporate Claims, as defined in the Bylaws, may be brought solely and exclusively in the District Court, Sheridan County, Wyoming
(or, if such court does not have jurisdiction, the United States Court for the District of Wyoming). “Internal Corporate
Claims” are defined as claims, including claims in the right of the Corporation, brought by a stockholder (including a beneficial
owner) (i) that are based upon a violation of a duty owed by a current or former Director or officer or stockholder in such capacity
or (ii) as to which the WCC confers jurisdiction upon the District Court. Please read our bylaws carefully in connection with
this risk factor.
Please note that Section 22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created
by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provisions apply to claims
arising under the Securities Act and Exchange Act, but there is uncertainty as to whether a court would enforce such provisions
in this context.
You will not be deemed to have waived
the company’s compliance with the federal securities laws and the rules and regulations thereunder. Investors cannot waive
compliance with federal securities laws and the rules and regulations thereunder.
The aforementioned forum selection provisions
may limit your ability to obtain a favorable judicial forum for disputes with us. Alternatively, if a court were to find these
provisions inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could adversely affect our business, financial condition, or results of operations.
RISKS RELATED TO OUR CORPORATE OPERATIONS
We have a limited operating history
under the current business plan and may never be profitable.
Since we have a limited operating history
following the implementation of the current business plan, it is difficult for potential investors to evaluate our business. We
expect that we will continue to need to raise additional capital in order to fund our operations. There can be no assurance that
such additional capital will be available to us on favorable terms or at all. There can be no assurance that we will be profitable.
Our accountant has indicated doubt
about our ability to continue as a going concern.
Our accountant has expressed doubt about
our ability to continue as a going concern. Our financial statements do not include adjustments that might result from the outcome
of this uncertainty. If we are unable to generate significant revenue or secure financing we may be required to cease or curtail
our operations.
No intention to pay dividends.
A return on investment may be limited
to the value of our common stock. We do not currently anticipate paying cash dividends in the foreseeable future. The payment
of dividends on our common stock will depend on earnings, financial condition, and other business and economic factors affecting
it at such time as the Board may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable
future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever
have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare
and pay dividends is at the sole discretion of the Board. If we do not pay dividends, our common stock may be less valuable because
a return on your investment would only occur if the Company’s stock price appreciates.
We depend on key personnel and future
members of management, and the loss of services of one or more members of our senior management team, or our inability to attract
and retain highly qualified personnel, could adversely affect our business, diminish our investment opportunities and weaken our
relationships with lenders, business partners and existing and prospective industry participants, which could negatively affect
our financial condition, results of operations, cash flow and trading price of our common stock.
Our success depends on our ability to
attract and retain the services of executive officers, senior officers, and community managers. There is substantial competition
for qualified personnel in the niche area of solar-panel greenhouse design, manufacturing, and sales industry and the loss of
our key personnel could have an adverse effect on us. Our continued success and our ability to manage anticipated future growth
depend, in large part, upon the efforts of key personnel. The loss of services of senior management and solar-panel design team
which we may hire, or our inability to attract and retain highly qualified personnel, could adversely affect our business, diminish
our investment opportunities and weaken our relationships with lenders, business partners, and industry participants, which could
negatively affect our financial condition, results of operations and cash flow.
The ability of stockholders to control
our policies and effect a change of control of our company is limited by certain provisions of our Articles of Incorporation and
bylaws and by Nevada and Wyoming Law.
There are provisions in our Articles of
Incorporation and bylaws that may discourage a third party from making a proposal to acquire us, even if some of our stockholders
might consider the proposal to be in their best interests. These provisions include the following:
Our Articles of Incorporation authorizes
our board of directors to issue shares of preferred stock with such rights, preferences, and privileges as determined by the board,
and therefore to authorize us to issue such shares of stock. We believe these Articles of Incorporation provisions will provide
us with increased flexibility in structuring possible future financings. The additional classes or series will be available for
issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock
exchange or automated quotation system on which our securities may be listed or traded. Although our board of directors does not
currently intend to do so, it could authorize us to issue a class or series of stock that could, depending upon the terms of the
particular class or series, delay, defer or prevent a transaction or a change of control of our company that might involve a premium
price for holders of our common stock or that our common stockholders otherwise believe to be in their best interests.
Our board of directors may change
our policies without stockholder approval.
Our policies, including any policies with
respect to investments, leverage, financing, growth, debt, and capitalization, will be determined by our board of directors or
those committees or officers to whom our board of directors delegates such authority. Our board of directors will also establish
the amount of any dividends or other distributions that we may pay to our stockholders. Our board of directors or the committees
or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any
time without stockholder vote. Accordingly, our stockholders will not be entitled to approve changes in our policies, and, while
not intending to do so, may adopt policies that may have a material adverse effect on our financial condition and results of operations.
Our business could be adversely
impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.
The design and effectiveness of our disclosure
controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations.
While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over
financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing
all control objectives all of the time. Furthermore, our disclosure controls and procedures and internal control over financial
reporting with respect to entities that we do not control or manage may be substantially more limited than those we maintain with
respect to the subsidiaries that we have controlled or managed over the course of time. Deficiencies, including any material weakness,
in our internal control over financial reporting which may occur in the future could result in misstatements of our results of
operations, restatements of our financial statements, a decline in our stock price, or otherwise materially adversely affect our
business, reputation, results of operations, financial condition or liquidity.
Solar greenhouses incorporating
proprietary greenhouse technology is a new product that exposes us to many new risks and uncertainties.
Following the merger and acquisition agreement
dated February 14, 2019, we repositioned our business model with an immediate focus on developing solar panel greenhouses products.
Developing a new product under a new brand with solar technology and red glass exposes us to many risks and uncertainties that
are new to our business. We have limited experience in the design, manufacture, marketing, distribution and sale of consumer-oriented
products. Our ability to be successful with our line of consumer-oriented products will depend on a number of factors, including
whether:
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We can achieve and
maintain customer acceptance of our new products;
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We can rapidly develop and successfully introduce large numbers
of new products in response to changing customer preferences;
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We can maintain an adequate level of product quality over multiple
consumer lines products which must be designed, manufactured and introduced rapidly to keep pace
with changing consumer preferences and competitive factors;
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We can successfully manage our third-party contract designers
and manufacturers located outside and/or inside the U.S. on whom we are heavily dependent for
the production of our consumer-oriented products;
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We can successfully distribute our consumer-oriented products
through distributors, wholesalers, internet retailers and traditional retailers (many of whom
distribute products from competing manufacturers) on whom we are heavily dependent; and
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We can successfully manage the substantial inventory and other
asset risks associated with the manufacture and sale of our products, given the rapid and unpredictable
pace of product obsolescence in solar panel markets.
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Our intellectual property rights
or our means of enforcing those rights may be inadequate to protect our business, which may result in the unauthorized use of
our products or reduced sales or otherwise reduce our ability to compete.
Our business and competitive position
depend upon our ability to protect our intellectual property rights and proprietary technology, including any new brands that
we develop. We attempt to protect our intellectual property rights, primarily in the United States, through a combination of patent,
trade secret and other intellectual property laws, as well as licensing agreements and third-party nondisclosure and assignment
agreements. Because of the differences in foreign patent and other laws concerning intellectual property rights, our intellectual
property rights may not receive the same degree of protection in foreign countries as they would in the United States. Our failure
to obtain or maintain adequate protection of our intellectual property rights, for any reason, could have a materially adverse
effect on our business, results of operations and financial condition. Further, any patents issued in connection with our efforts
to develop new technology for solar panel greenhouse modules may not be broad enough to protect all of the potential uses of our
technology.
We also rely on unpatented proprietary
technology. It is possible others will independently develop the same or similar technology or otherwise obtain access to our
unpatented technology. To protect our trade secrets and other proprietary information, we will require our employees, consultants
and advisors to execute proprietary information and invention assignment agreements when they begin working for us. We cannot
assure these agreements will provide meaningful protection of our trade secrets, unauthorized use, misappropriation or disclosure
of trade secrets, know-how or other proprietary information. Despite our efforts to protect this information, unauthorized parties
may attempt to obtain and use information that we regard as proprietary. If we are unable to maintain the proprietary nature of
our technologies, we could be materially adversely affected.
In addition, when others control the prosecution,
maintenance and enforcement of certain important intellectual property, such as technology licensed to us, the protection and
enforcement of the intellectual property rights may be outside of our control. If the entity that controls intellectual property
rights that are licensed to us does not adequately protect those rights, our rights may be impaired, which may impact our ability
to develop, market and commercialize our products. Further, if we breach the terms of any license agreement pursuant to which
a third party licenses us intellectual property rights, our rights under that license may be affected and we may not be able to
continue to use the licensed intellectual property rights, which could adversely affect our ability to develop, market and commercialize
our products.
If third parties claim we are infringing
or misappropriating their intellectual property rights, we could be prohibited from selling our products, be required to obtain
licenses from third parties or be forced to develop non-infringing alternatives, and we could be subject to substantial monetary
damages and injunctive relief.
The solar power industry is characterized
by the existence of a large number of patents and frequent litigation based on allegations of patent infringement. We are aware
of numerous issued patents and pending patent applications owned by third parties that may relate to current and future generations
of solar energy. The owners of these patents may assert the manufacture, use or sale of any of our products infringes one or more
claims of their patents. Moreover, because patent applications can take many years to issue, there may be currently pending applications,
unknown to us, which may later result in issued patents that materially and adversely affect our business. Third parties could
also assert claims against us that we have infringed or misappropriated their intellectual property rights. Whether or not such
claims are valid, we cannot be certain we have not infringed the intellectual property rights of such third parties. Any infringement
or misappropriation claim could result in significant costs or substantial damages to our business or an inability to manufacture,
market or sell any of our PV modules found to infringe or misappropriate. Even if we were to prevail in any such action, the litigation
could result in substantial cost and diversion of resources that could materially and adversely affect our business. A large number
of patents, the rapid rate of new patent issuances, the complexities of the technology involved and uncertainty of litigation
increase the risk of business assets and management’s attention being diverted to patent litigation. Even if obtaining a
license were feasible, it could be costly and time-consuming. We might be forced to obtain additional licenses from our existing
licensors in the event the scope of the intellectual property we have licensed is too narrow to cover our activities, or in the
event, the licensor did not have sufficient rights to grant us the license(s) purportedly granted. Also, some of our licenses
may restrict or limit our ability to grant sub-licenses and/or assign rights under the licenses to third parties, which may limit
our ability to pursue business opportunities.
RISKS RELATED TO THIS OFFERING AND THE
MARKET FOR OUR COMMON STOCK
The offering price of our shares
has been arbitrarily determined.
Our management has determined the number
of shares to be offered by the Company, and the price at which those shares are to be offered. The price of the shares we are
offering was arbitrarily determined based upon the current market value, illiquidity, and volatility of our common stock, our
current financial condition and the prospects for our future cash flows and earnings, and market and economic conditions at the
time of the offering. The offering price for the common stock sold in this offering may be more or less than the fair market value
for our common stock.
We have broad discretion in the
use of the net proceeds from this offering and may not use them effectively.
Our management will have broad discretion
in the application of the net proceeds and may spend or invest these proceeds in a way with which our stockholders disagree. The
failure by our management to apply these funds effectively could harm our business and financial condition. Pending their use,
we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
There has been only a limited public
market for our common stock and an active trading market for our common stock may not develop following this offering.
There has not been any broad public market
for our common stock, and an active trading market may not develop or be sustained. Shares of our common stock may not be able
to be resold at or above the initial public offering price. The initial public offering price of our common stock has been determined
arbitrarily by management without regard to earnings, book value, or other traditional indication of value. Our common stock may
trade below the initial public offering price following the completion of this offering. The market value of our common stock
could be substantially affected by general market conditions, including the extent to which a secondary market develops for our
common stock following the completion of this offering, the extent of institutional investor interest in us, the general reputation
of companies in the world-class yacht sales industry and the attractiveness of their equity securities in comparison to other
equity securities, our financial performance and general stock and bond market conditions.
Investors may have difficulty in
reselling their shares due to the lack of market.
Our common stock is not currently traded
on any exchange, but is quoted on OTC Markets Pink marketplace under the trading symbol “GSFI.” There is a limited
trading market for our common stock. There is no guarantee that any significant market for our securities will ever develop. Further,
state securities laws may make it difficult or impossible to resell our shares in certain states. Accordingly, our securities
should be considered highly illiquid.
The market price and trading volume
of our common stock may be volatile following this offering.
Even if an active trading market develops
for our common stock, the trading price of our common stock may be volatile. In addition, the trading volume in our common stock
may fluctuate and cause significant price variations to occur. If the trading price of our common stock declines significantly,
you may be unable to resell your shares at or above the public offering price.
Some of the factors that could negatively
affect our share price or result in fluctuations in the price or trading volume of our common stock include:
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actual
or anticipated variations in our quarterly operating results or dividends;
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changes
in our funds from operations or income estimates;
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|
publication
of research reports about us or solar energy industry;
|
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●
|
changes
in market valuations of similar companies;
|
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|
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●
|
adverse
market reaction to any additional debt we incur in the future;
|
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●
|
additions
or departures of key management personnel;
|
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●
|
actions
by institutional stockholders;
|
|
|
|
|
●
|
speculation
in the press or investment community;
|
|
|
|
|
●
|
the
realization of any of the other risk factors presented in this offering circular;
|
|
|
|
|
●
|
the
extent of investor interest in our securities;
|
|
|
|
|
●
|
investor
confidence in the stock and bond markets, generally;
|
|
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●
|
changes
in tax laws;
|
|
|
|
|
●
|
future
equity issuances;
|
|
|
|
|
●
|
failure
to meet income estimates; and
|
|
|
|
|
●
|
general
market and economic conditions.
|
In the past, securities class-action litigation
has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation
could result in substantial costs and divert our management’s attention and resources, which could have an adverse effect
on our financial condition, results of operations, cash flow and the trading price of our common stock.
There could be volatility in our
share price due to shares held by only a few people.
A small number of stockholders own a significant
portion of our public float. As of the date of this offering circular, a limited number (less than 5) persons beneficially own
and control a significant portion of the public float of the Company, consisting of more than 10 billion shares. The Company has
no control over the decisions of any of these stockholders to retain ownership of their shares. The trading price of the Company’s
common stock could be adversely affected or be subject to volatility if one or more of these stockholders should determine to
sell their shares.
Furthermore, the President of the Company
owns 600,000 shares of Series B Convertible Preferred Stock. If all of the Series B Convertible Preferred Stock is converted at
the current conversion rate, an additional 1,000,000,000,000 shares of common stock could be issued to the holders thereof (i.e.
more than the current number of authorized shares). In the event this Offering Statement is not qualified by March 9, 2020,
Series B Convertible Preferred Stock may be issued to Selling Shareholders in the amount that will result in their control of
the majority of the voting power, and this Offering circular may be amended or withdrawn.
Our shares are considered to be
a “Penny Stock,” which impairs trading liquidity.
Disclosure requirements pertaining to
penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to
sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC which rule imposes certain requirements
on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors.
For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities
and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker/dealer
practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price
of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system,
provided that current price and volume information with respect to transactions in that security is provided by the exchange or
system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the
rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and
the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and
offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations,
and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting
the transaction and must be given to the customer in writing before or with the customer’s confirmation.
Future issuances of debt securities
and equity securities may negatively affect the market price of shares of our common stock and, in the case of equity securities,
may be dilutive to existing stockholders.
In the future, we may issue debt or equity
securities or incur other financial obligations, including stock dividends and shares that may be issued in exchange for common
units and equity plan shares/units. Upon liquidation, holders of our debt securities and other loans and preferred stock will
receive a distribution of our available assets before common stockholders. We are not required to offer any such additional debt
or equity securities to existing stockholders on a preemptive basis. Therefore, additional common stock issuances, directly or
through convertible or exchangeable securities (including common units and convertible preferred units), warrants or options,
will dilute the holdings of our existing common stockholders and such issuances or the perception of such issuances may reduce
the market price of shares of our common stock. Any convertible preferred units would have, and any series or class of our preferred
stock would likely have, a preference on distribution payments, periodically or upon liquidation, which could eliminate or otherwise
limit our ability to make distributions to common stockholders.
As an “Emerging Growth Company”
any decision to comply with the reduced disclosure requirements applicable to emerging growth companies could make our common
stock less attractive to investors.
We are an “emerging growth company,”
as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take
advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth
companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company”
for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed
$1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act,
which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business
day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible
debt during the preceding three year period.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth
company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to opt into the extended transition period for complying with the revised accounting standards.
Our status as an “Emerging
Growth Company” under the JOBS Act of 2012 may make it more difficult to raise capital.
Because of the exemptions from various
reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition
period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be
difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other
companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry.
If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be
materially and adversely affected.
We will not have reporting obligations
under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of Regulation
13D or 13G, nor Regulation 14D.
So long as our common shares are not registered
under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares
will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directs,
and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements
of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other
equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial
holders will only be available through this (and any subsequent) offering statement.
Our reporting obligation to file reports
following this offering will be suspended if, on the first day of any fiscal year (other than a fiscal year in which the offering
statement under the Securities Act has been qualified), we have fewer than 300 shareholders of record and we file Form 1-Z with
the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational
and financial information, may not be available with respect to our results of operations. Our common shares are not registered
under the Securities Exchange Act of 1934, as amended, and we do not intend to register our common shares under the Exchange Act
for the foreseeable future, provided that, we will register our common shares under the Exchange Act if we have, after the last
day of our fiscal year, more than either (i) 2000 persons; or (ii) 500 shareholders of record who are not accredited investors,
in accordance with Section 12(g) of the Exchange Act.
Further, as long as our common shares
are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things,
prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders
without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy
complying with the proxy rules.
In addition, so long as our common shares
are not registered under the Exchange Act, our Company will not be subject to the reporting requirements of Regulation 13D and
Regulation 13G, which requires the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership
of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than five (5%) of the class.
The reporting required by Section 14(d)
of the Exchange Act provides information to the public about persons other than the company who is making the tender offer. A
tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s common
stock for a limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is
customarily contingent on shareholders tendering a fixed number of their shares.
Special Risks for Investors Who
Acquire More Than 20% of the Equity Interests
Such Investors May Be Subject to the Bad
Actor Provisions of Rule 262 of Regulation A, Rule 262 pertains to Investors (“covered persons”) who acquire more
than twenty percent (20%) of the voting (equity) interests in companies seeking an exemption from securities registration under
Regulation A. If such Investors have been subject to certain “disqualifying events” (as defined by the SEC), they
are required to either: a) disclose such events to other Investors (if they occurred before June 19, 2015); or b) own less than
twenty percent (20%) of the voting (equity) Interests in the Company (if they occurred after June 19, 2015), and c) and they may
not participate in management or fundraising for the Company. Disqualifying events are broadly defined to include such things
as criminal convictions, citations, cease and desist or other final orders issued by a court, state or federal regulatory agency
related to financial matters, Investors, securities violations, fraud, or misrepresentation.
Investors or other covered persons who
do not wish to be subject to this requirement should: a) acquire less than twenty percent (20%) of the voting interests in the
Company (or ensure that the Interests they acquire are non-voting), and b) abstain from participating in management or fundraising
for the Company. Covered persons have a continuing obligation to disclose disqualifying events both: a) at the time they are admitted
to the Company, and b) when such disqualifying event occurs (if later), for so long as they are participating in the Company.
Failure to do so may cause the Company to lose its Regulation A securities exemption.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
Certain information contained in this
Offering Circular includes forward-looking statements. The statements herein which are not historical reflect our current expectations
and projections about the Company’s future results, performance, liquidity, financial condition, prospects, and opportunities
and are based upon information currently available to the Company and its management and management’s interpretation of
what is believed to be significant factors affecting the business, including many assumptions regarding future events. Such forward-looking
statements include statements regarding, among other things:
|
●
|
general
volatility of the capital and credit markets and the market price of our common stock;
|
|
|
|
|
●
|
exposure
to litigation or other claims;
|
|
|
|
|
●
|
loss
of key personnel;
|
|
|
|
|
●
|
the
risk that we may experience future net losses;
|
|
|
|
|
●
|
risks
associated with breaches of our data security;
|
|
|
|
|
●
|
failure
to obtain necessary outside financing on favorable terms, or at all;
|
|
|
|
|
●
|
risks
associated with future sales of our common stock by existing shareholders or the perception
that they intend to sell substantially all of the shares of our common stock that they
hold;
|
|
|
|
|
●
|
risks
associated with the market for our common stock; or
|
|
|
|
|
●
|
any
of the other risks included in this offering circular, including those set forth under
the headings “Risk Factors,” “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and “Our Business.”
|
Forward-looking statements, which involve
assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “will,”
“shall,” “may,” “should,” “expect,” “anticipate,” “estimate,”
“believe,” “intend,” “plan,” or “project” or the negative of these words or other
variations on these words or comparable terminology. Actual results, performance, liquidity, financial condition, prospects, and
opportunities could differ materially from those expressed in, or implied by, these forward-looking statements as a result of
various risks, uncertainties and other factors, including the ability to raise sufficient capital to continue the Company’s
operations. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various
factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Offering
Circular generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained
in this Registration Statement will in fact occur.
Prospective investors should not place
undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, there is no undertaking
to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances
or any other reason.
The specific discussions herein about
the Company include financial projections and future estimates and expectations about the Company’s business. The projections,
estimates, and expectations are presented in this Offering Circular only as a guide about future possibilities and do not represent
actual amounts or assured events. All the projections and estimates are based exclusively on the officers of the Company’s
own assessment of its business, the industry in which it works and the economy at large and other operational factors, including
capital resources and liquidity, financial condition, the fulfillment of contracts and opportunities. The actual results may differ
significantly from the projections.
Prospective investors should not make
an investment decision based solely on the Company’s projections, estimates or expectations.
DILUTION
Dilution means a reduction in value, control
or earnings of the units the investor owns.
Purchasers of our common stock in this
offering will experience immediate and substantial dilution of the net tangible book value of their common stock from the initial
public offering price, as evidenced below, from the sale of shares by the Company. If you invest in our shares, your interest
will be diluted to the extent of the difference between the public offering price per share of our common stock and the as adjusted
net tangible book value per share of our capital stock after this offering. Net tangible book value per share represents our total
tangible assets less total liabilities, divided by the number of shares of common stock outstanding.
Assuming completion of the maximum offering
amount, there will be a total of 42,767,331 outstanding shares of common stock, and 600,044,283,296 shares of common stock on
the “as if converted” basis. Kindly review the calculations below. The following table illustrates the per common
share dilution as of October 31, 2019, which may be experienced by investors on a fully diluted basis.
Please note that all the calculations
are made based on the financial statements of Green Stream Finance Inc., the operating subsidiary of the Company.
Offering price per Share
|
|
$
|
0.60
|
|
Net Tangible Book Value per Share before Offering*
|
|
$
|
0.0000000819
|
|
Decrease in Net Tangible Book Value per Share Attributable to Shares Offered hereby*
|
|
$
|
0.0000000002
|
|
Net Tangible Book Value per Share after Offering*
|
|
$
|
0.0000000819
|
|
Dilution of Net Tangible Book Value per Share to Purchasers in this Offering*
|
|
$
|
0.5999999181
|
|
|
*
|
Before deduction of offering expenses. Net
Tangible Book Value is calculated based on the deduction of the restructuring costs from Fixed Assets Net Value and
subtracting the total liabilities from the remaining amount ($915,654-$753,787-112,714=$49,153.00). The number of shares for
the purposes of calculation of dilution is the total number of shares of outstanding common stock together with the total
number of the outstanding shares of preferred stock on as if converted basis, provided, however, that the number of authorized
shares of common stock is currently less than the number of common stock that would result from conversion of all the outstanding
shares of all classes of preferred stock. The number of shares is calculated as follows:
|
Type of Stock
|
|
Issued and Outstanding shares
|
|
|
Conversion Basis
|
|
|
Number of shares on as if converted basis
|
|
Common Stock
|
|
|
26,100,665
|
|
|
|
1
|
|
|
|
26,100,665
|
|
Preferred A
|
|
|
53,000
|
|
|
|
0.0010
|
|
|
|
53
|
|
Preferred B
|
|
|
600,000
|
|
|
|
1,000,000
|
|
|
|
600,000,000,000
|
|
Preferred C
|
|
|
760,000
|
|
|
|
0.0010
|
|
|
|
760
|
|
Total Outstanding Shares on “as if converted”
basis prior to the Offering
|
|
|
|
|
|
|
|
|
|
|
600,026,101,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum offering Amount
|
|
|
|
|
|
|
|
|
|
|
16,666,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Outstanding Shares on “as if converted” basis following the Offering assuming
completion of the maximum offering amount.
|
|
|
|
|
|
|
|
|
|
|
600,042,768,144
|
|
Further Dilution. We
may choose to raise additional capital due to market conditions or strategic considerations even if we believe that we have sufficient
funds for our current or future operating plans. To the extent that additional capital is raised through the sale of our common
stock, including through the sale of securities convertible into or exchangeable or exercisable for common stock, the issuance
of these securities could result in dilution to our stockholders, including investors purchasing our common stock in this offering.
USE OF PROCEEDS
The following table illustrates the amount
of net proceeds to be received by the Company on the sale of shares by the Company and the intended uses of such proceeds, in
descending order, over an approximate 12-month period, assuming the entire amount of offered shares is sold.
Capital Sources and Uses
|
|
|
|
If 100% of the offering is
raised
|
|
|
If 50% of the offering is
raised
|
|
|
If 25% of the offering is
raised
|
|
Gross Offering Proceeds
|
|
|
$10,000,000.00
|
(1)
|
|
$
|
5,000,000.00
|
|
|
$
|
2,500,000.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Use of Proceeds:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of installation company
|
|
$
|
250,000.00
|
|
|
$
|
250,000.00
|
|
|
$
|
250,000.00
|
|
Acquisition and development of warehouses and greenhouses
in Nevada, California, and Hawaii
|
|
$
|
2,000,000.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
New York, Queens, Building Project expenses
|
|
$
|
1,000,000.00
|
|
|
$
|
1,000,000.00
|
|
|
$
|
0.00
|
|
New York, Bronx, Building Project expenses
|
|
$
|
1,000,000.00
|
|
|
$
|
1,000,000.00
|
|
|
$
|
0.00
|
|
New York, Utica, Project expenses
|
|
$
|
365,000.00
|
|
|
$
|
365,000.00
|
|
|
$
|
365,000.00
|
|
New York, Saratoga Building Project expenses
|
|
$
|
200,000.00
|
|
|
$
|
200,000.00
|
|
|
$
|
0.00
|
|
Acquisition of land and/or building to lease a
warehouse and solar farm (Beacon)
|
|
$
|
900,000.00
|
|
|
$
|
900,000.00
|
|
|
$
|
900,000.00
|
|
Marketing, Public Relations, and Investment Relations
(2)
|
|
$
|
128,450.00
|
|
|
$
|
100,000.00
|
|
|
$
|
50,000.00
|
|
Internal Accounting
|
|
$
|
60,000.00
|
|
|
$
|
50,000.00
|
|
|
$
|
50,000.00
|
|
Independent Audit
|
|
$
|
60,000.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
Tax Advisory Fees
|
|
$
|
50,000.00
|
|
|
$
|
50,000.00
|
|
|
$
|
50,000.00
|
|
Legal Fees (5)
|
|
$
|
130,000.00
|
|
|
$
|
100,000.00
|
|
|
$
|
100,000.00
|
|
Insurance fees
|
|
$
|
50,000.00
|
|
|
$
|
50,000.00
|
|
|
$
|
10,000.00
|
|
Vehicles and other inventory
|
|
$
|
50,000.00
|
|
|
$
|
50,000.00
|
|
|
$
|
25,000.00
|
|
Flagship Store Lease
|
|
$
|
75,000.00
|
|
|
$
|
75,000.00
|
|
|
$
|
75,000.00
|
|
Utilities
|
|
$
|
17,550.00
|
|
|
$
|
17,550.00
|
|
|
$
|
17,550.00
|
|
Payments to employees and/or independent contractors
including payments to officers and directors of the Company
|
|
$
|
900,000.00
|
|
|
$
|
450,000.00
|
|
|
$
|
300,000.00
|
|
Travel Expenses
|
|
$
|
35,000.00
|
|
|
$
|
35,000.00
|
|
|
$
|
35,000.00
|
|
Payments for continuous design and development
services (3)
|
|
$
|
400,000.00
|
|
|
$
|
300,000.00
|
|
|
$
|
250,000.00
|
|
Working Capital (4)
|
|
$
|
2,329,000.00
|
|
|
$
|
7,450.00
|
|
|
$
|
22,450.00
|
|
|
(1)
|
There
are no underwriting fees or commissions currently associated with this offering; however,
the Company may engage sales associates after this offering commences. Nonetheless, the
Company may spend approximately $100,000 in expenses relating to this offering, including
underwriting, legal, accounting, travel, printing, and other miscellaneous expenses in
addition to any similar specified below. In such event, the amount of Working Capital
will be reduced accordingly.
|
|
(2)
|
The
Company expects to spend offering proceeds on increasing market share in the solar power
industry, and on Public Relations events to increase brand awareness.
|
|
(3)
|
The
Company expects to spend offering proceeds on researching and developing a new technique
in the solar power industry.
|
|
(4)
|
The
Company will use working capital to pay for miscellaneous and general operating expenses,
including the expenses of administrative fees and overhead.
|
|
(5)
|
The
Company intends to pay at least $68,117.28 to its counsel owed and due for outstanding
legal support.
|
In the event the Company does not sell
all shares offered hereby, it intends to reduce the allocation to working capital. Once no proceeds are available for allocation
to working capital reserves, the Company intends to proportionately reduce the amount of proceeds allocated to each other category
above, which are listed in order of priority.
The allocation of the use of proceeds
among the categories of anticipated expenditures represents management’s best estimates based on the current status of the
Company’s proposed operations, plans, investment objectives, capital requirements, and financial conditions. Future events,
including changes in economic or competitive conditions of our business plan or the completion of less than the total offering,
may cause the Company to modify the above-described allocation of proceeds. The Company’s use of proceeds may vary significantly
in the event any of the Company’s assumptions prove inaccurate. We reserve the right to change the allocation of net proceeds
from the offering as unanticipated events or opportunities arise.
DIVIDEND POLICY
We have not declared or paid any dividends
on our Common Stock. We intend to retain earnings for use in our operations and to finance our business. Any change in our dividend
policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service,
and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors
that our board of directors deems relevant.
DETERMINATION OF
OFFERING PRICE
The offering price of the common stock
has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship
to our assets, book value, any historical earnings or net worth. In determining the offering price, management considered such
factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the
likelihood of acceptance of this offering. In addition, no investment banker, appraiser, or other independent third party has
been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. We cannot
assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price
higher than the offering price.
DESCRIPTION OF BUSINESS
AND PLAN OF OPERATION
Corporate History and Business
The Company was originally incorporated
on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the Company merged with
Eagle Oil Holding Company, a Nevada corporation, and the surviving entity, the Company, changed its name to “Eagle Oil Holding
Company, Inc.” On April 25, 2019, the Company changed its name to “Green Stream Holdings Inc.” and is deemed
to be a continuation of business of Eagle Oil Holding Company, Inc. Additionally, the Company was reorganized that so that the
Company became operating as a holding company of Green Stream Finance, Inc., a Wyoming Corporation. That reorganization, inter
alia, gave Madeline Cammarata, President of Green Stream Finance, Inc., the majority of the voting power in the Company. On April
25, 2019 the Company also filed the certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada
providing for reverse stock split: each thirty thousand shares of common stock of the Company issued and outstanding immediately
prior to the “effective time” of the filing were automatically and without any action on the part of the respective
holders thereof, be combined and converted into one (1) share of common stock, provided that no fractional shares were to be issued
in connection with said reverse stock split. On May 15, 2019, the Company filed the articles of conversion with the secretary
of state of Nevada, to convert the company from Nevada corporation to Wyoming corporation. The Company is in good standing in
the State of Wyoming as of September 25, 2019. The Company’s common shares are quoted on the “Pink Sheets”
quotation market under the symbol “GSFI.”
Business
The Company, through its wholly-owned
subsidiary, Green Stream Finance, Inc., is a world-class provider of next-generation solar energy solutions to underrepresented
and/or growing market segments to homeowners, landowners, commercial building owners in the United States. The Company has partnered
with selective world-class designers and manufacturers of solar power solutions such as the famed architect Anthony Morali and
Renewable Energy Development LLC (“RED”), a leading expert in solar infrastructure design.
We endeavor to make the move to solar
energy simple for our customers by managing and executing the process with our sales, installation and managing teams. Our key
advantage that we don’t sell just solar panels, we sell energy solutions to our clients and handle the permits, management
matters, and installation process. We design and offer a suitable solar energy solution, then procure, permit, install, and interconnect
the system to the utility grid. We provide a comprehensive workmanship warranty on each fully operational system. Although we
have engaged third-party manufacturers for production and distribution logistics and to provide services to the home building
and roofing industries, we remain to be the party who communicates with the customers throughout the entire period of services
of our energy solutions.
The Company’s strategy to increase
sales will be to offer fundamentally unique solar power products and to introduce a highly-customizable and personalized approach
to after-sales customer service through a unique type of contractual relationship with its customers.
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The
following actions will be integrated into the Company’s business plan.
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Raise
capital to put us able to execute our business plan.
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Initiate
aggressive online and offline marketing campaigns to build our brand, market awareness,
and recognition.
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Increase
sales via increased advertising and marketing campaigns.
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Introduce
a new type of products into the marketplace.
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Identify
attractive financing options for customers. We will refer our customers to a variety
of options for financing their solar energy systems including home improvement loans,
equipment leases and power purchase agreements and will continue our research for the
best solutions for the customers.
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Hire
additional key employees to help strengthen the Company.
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We plan to work with (i) home- and landowners,
(ii) local roofing companies, (iii) solar installation companies, (iv) custom homebuilders, and (v) mass-market homebuilders.
We have and plan to continue to make marketing expenditures to develop brand name recognition. We have trained our residential
and commercial sales organization to effectively engage prospective customers from initial interest to customized proposals to
signed contracts.
Description of Products and Services
A critical component to the Company’s
mission to provide solar energy solutions to underrepresented and/or growing market segments is the Company’s next-generation
solar greenhouses. To date, we announced the first-ever construction of a solar greenhouse incorporating proprietary greenhouse
technology which uses customized red greenhouse glass and seamless solar panels. The Company is concurrently operating in multiple
markets and is prepared for conducting business in several industry-friendly countries, states, and regions including California,
Nevada, Arizona, Washington, New York, New Jersey, Massachusetts, New Mexico, Colorado, Hawaii, and Canada. Our business office
is located at 16620 Marquez Ave Pacific Palisades, CA 90272.
Solar Greenhouses
The Company recently announced the first-ever
construction of a solar greenhouse incorporating proprietary greenhouse technology which uses customized red, greenhouse glass,
and seamless solar panels. Such greenhouses comprise and an innovative and aesthetically pleasing solar power systems that are
expected to significantly increase the use of space in comparison with conventional greenhouses. The Company’s advanced
solar greenhouse utilize proprietary greenhouse technology and design. The red greenhouse glass removes the green light and increases
the ratio from red to blue light, which significantly increases plant growth as compared to current solar greenhouse constructions.
Comprised entirely of solar panels, with the walls of the structure itself made of solar glass, these innovative greenhouses may
be placed on top of warehouses, buildings, or other structures to run grow operations, as well as production, packaging, and distribution.
The utilization of technology together with the intellectual property protection of our technology will only be possible should
the offering be a success.
The described greenhouses designs are
the brainchild of world-renowned architect Mr. Antony Morali, with whom the Company has engaged through a joint venture, profit-sharing
agreement. Mr. Morali also serves as the lead designer of the Company’s current and planned solar greenhouse construction
projects. RED, a leading expert in solar infrastructure design, is engaged in several large solar project constructions within
the New York metropolitan area.
We already began commercializing the product
in North America. The announced construction using this revolutionary solar technology is currently underway in downtown Las Vegas,
Nevada.
Community Solar Space
Electricity generation in the U.S. is
progressing to a renewable market. Solar energy is on the rise due to state and federal government tax incentives, ease of operation
and maintenance, and declining costs. The economy is creating a market for renewable energy that helps conserve our natural resources
and clean energy that reduce the long-standing harmful environmental effects of coal and oil.
The renewable energy market is growing
with federal and particularly state, regulations passing and implementing bills around the nation for more renewable sources.
California is taking the lead on sustainable energy with their passing of a Senate Bill (SB 350) that requires 50% of electricity
to come from renewable sources by 2030. The enactment of SB 350 encourages the procurement of electricity from renewable sources,
providing a market for solar power plants in California.
Demand for photovoltaic (“PV”)
solar power in the U.S. has grown significantly over the last few years and is projected by the Solar Energy Industries Association
(“SEIA”) to continue growing rapidly. According to SEIA, from 2007 through 2017, the U.S. Solar market grew at an
average annual rate of 59 percent. SEIA had projected a compound annual growth rate of 28 percent between 2012 and 2016. There
were 10,608 MW installed in 2017 and in 2017 solar accounted for 30% of all new electric generating capacity installed.
For all of 2017, non-residential PV was
the only segment expected to grow on an annual basis. The segment’s growth comes from projects rushing to install before
rate and incentive structures changes in select markets, along with the continued emergence of business and community solar, which
is on track to grow by more than 50% year-over-year. According to market segment data from SEIA, installed capacity of utility-scale
PV projects grew from 58 MW in 2009 to 53 GW at the end of 2017. Utility-scale solar (plants with a capacity of at least one megawatt)
comprise about 2% of all utility-scale electric generating capacity and 0.9 % of utility-scale generation. The first utility-scale
solar plants were installed in the mid-1980s, but more than half of the currently operating utility-scale solar capacity came
online since 2015.
Community solar energy incentives coupled
with the exorbitant electricity costs have generated a rapidly growing community solar market. The Company is targeting multiple
high revenue verticals within the expanding solar energy markets, including but not limited to the rapidly increasing community
solar space. For instance, in New York City, where building owners pay the highest electricity prices imaginable, the Company,
plans on renting from 50,000 to 100,000 square feet of rooftop space in the near future to install its solar power solution there.
The Company expects to receive substantial
revenues through sales of electricity directly to the building owners with regard to the New York market. The Company anticipates
generating a 20 percent return over 20 years on community solar projects. Referral agreements with the local community members
will be essential to enter this market, particularly in New York, where the Company will develop marketing partnerships with major
roofing companies to fuel client acquisition and increase of sales.
The Company is exclusively targeting commercial
solar leasing and construction, a market space that provides significant and longer-term cash producing assets.
Purchase Power Agreements and Lease
Agreements
The Company realizes that it should distinguish
itself not solely by means of its unique products but additionally through a personalized and convenient contractual relationship
with its customers. Accordingly, the Company believes that the revenues in key regions will be derived directly from Purchase
Power Agreements (PPAs) or simple leasing agreements. Ultimately, PPA is a financial arrangement in which a third-party developer,
such as the Company, owns, operates, and maintains the photovoltaic (PV) system, and a host customer agrees to site the system
on its property and purchases the system’s electric output from the solar services provider for a predetermined period.
This financial arrangement allows the host customer to receive stable and low-cost electricity, while the solar services provider
or another party acquires valuable financial benefits, such as tax credits and income generated from the sale of electricity.
In accordance with the terms of the PPAs, the Company acts as the developer, designer, and the administrator of the project, dealing
with permits, finances, and managing of the solar system, and well as installation and maintenance thereof. A customer, or “Host,”
will pay a rate for such services, which is typically lower than the local utility’s retail rate of electricity. This lower
electricity price significantly offsets the customer’s purchase of electricity from the host’s grid during the length
of the PPA.
An interconnection agreement is generally
required from the applicable local electricity utility to interconnect a solar energy system with the utility grid. In almost
all cases, interconnection agreements are standard form agreements that have been pre-approved by the local public utility commission
or other regulatory body with jurisdiction over interconnection. As such, no additional regulatory approvals are required once
interconnection agreements are signed. We prepare and submit these agreements on behalf of our customers to ensure compliance
with interconnection rules. With this business model, the host customer buys the services produced by our solar energy solutions
rather than the solution itself. This framework is referred to as the services model, and the developers who offer PPAs are generally
known as solar services providers. PPA arrangements enable the host customer to avoid many of the traditional barriers to the
installation of on-site solar systems: high up-front capital costs, system performance risk, and complex design and permitting
processes. In addition, PPA arrangements can be cash flow positive for the host customer from the day the system is commissioned.
The solar services provider functions
as the project coordinator, arranging the financing, design, permitting, and construction of the system. The solar services provider
purchases the solar panels for the project from a PV manufacturer, who provides warranties for system equipment. The installer
will design the system, specify the appropriate system components, and may perform the follow-up maintenance over the life of
the PV system. To install the system, the solar services provider might use an in-house team of installers or have a contractual
relationship with an independent installer. Once the PPA contract is signed, a typical installation can usually be completed in
three to six months. An investor provides equity financing and receives the federal and state tax benefits for which the system
is eligible. Under certain circumstances, the investor and the solar services provider may together form a special purpose entity
for the project to function as the legal entity that receives and distributes to the investor payments from tax benefits and the
sale of the system’s output. The utility serving the host customer provides an interconnection from the PV system to the
grid and continues its electric service with the host customer to cover the periods during which the system is producing less
than the site’s electric demand. Certain states have net metering requirements in place that provide a method of crediting
customers who produce electricity on-site in excess of their own electricity consumption. In most states, the utility will credit
excess electricity generated from the PV system, although the compensation varies significantly depending on state policies.
The Company plans to receive income not
just from the fixed maintenance fee, but also from sales of electricity on a monthly basis of any unused energy, and, based on
the terms of the agreement, keeping 80% of the customer’s savings. Typically, our solar power solutions are expected to
produce enough energy to not only sufficiently supply the buildings but additionally to save and store enough energy to sell to
utility companies. PPAs typically range from 10 to 15 years, during which the developer remains responsible for the operation
and maintenance of the system for the duration of the agreement. The Company is exclusively targeting the commercial solar space,
a market space that provides significant and longer-term cash-producing assets.
The Company will also derive revenue through
simple leasing agreements in addition to PPAs. The Company will engage customers in 10 to 15-year leasing terms for both the solar
infrastructure and the next-generation batteries requisite advanced for its operation. The Company is currently targeting major
investment groups, brokers, and private investors in order to capitalize on a variety of unique investment opportunities in the
commercial solar energy markets.
Green Stream Finance, Inc. projects a
net 8 percent income on cash invested in leases and an additional average of 5 percent in fees for commercial projects.
Over the next 12 months, the Company plans
to place over $5,000,000 into the financing of Power Purchase Agreements with nonprofit and municipal organizations with a 12%
return on investment by the sale of power to many school buildings in large districts in New York City, several of which have
already expressed an interest in working with the Company.
Major Suppliers and Key Contractors
We established important contractual relationship
with NY2LA LLC, Morali Architects, and Dream Green Partners Inc. with regard to design, manufacturing, and installation of the
solar panels and delegation of relevant functions to them for our solar panel greenhouse projects.
Competition
Although many small and medium-sized companies
are still in the process of understanding how solar energy can make sense for them, more than 100 of the Fortune 500 companies
have already received significant results by using solar power.
Nevertheless, we believe our primary competitors
are the traditional local utilities that supply energy to our potential customers. We compete with these traditional utilities
primarily based on price, predictability of price and the ease by which customers can switch to electricity generated by our solar
energy systems rather than fossil-based alternatives. We believe that our pricing and focus on customer relationships allow us
to compete favorably with traditional utilities in the regions we service.
Other sources of competition are other
solar energy system providers such as Tesla, Inc., Vivint Solar Inc., Sunrun Inc., Sungevity, Inc., Tiger Reef, Inc., and many
others. These companies may offer products that are similar to our solar energy systems, and we primarily compete with these companies
based on price. We believe that we compete favorably with these companies.
The Company anticipates that the following
factors will give us a competitive advantage because we expect to become a technology company insulated by patents creating a
barrier to competition, as well as a company selling a product with brand recognition and expect the customers to select the Company
because:
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We
offer unique innovative products.
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We
offer a flexible menu of product financing options and types of agreements.
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We
are located in the states where utility costs are high and/or incentives for solar energy
systems are available, therefore, offering an attractive alternative to conventional
power sources.
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Regulations
An interconnection agreement is generally
required from the applicable local electricity utility to interconnect a solar energy system with the utility grid. In almost
all cases, interconnection agreements are standard form agreements that have been pre-approved by the local public utility commission
or other regulatory body with jurisdiction over interconnection. As such, no additional regulatory approvals are required once
interconnection agreements are signed. We prepare and submit these agreements on behalf of our customers to ensure compliance
with interconnection rules.
Our operations are subject to stringent
and complex federal, state and local laws and regulations governing the occupational health and safety of our employees and wage
regulations. For example, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended, or
“OSHA,” and comparable state laws that protect and regulate employee health and safety. We expend resources to comply
with OSHA requirements and industry best practices. Federal and/or state prevailing wage requirements, which generally apply to
any “public works” construction project that receives public funds, may apply to installations of our solar energy
systems on government facilities. The prevailing wage is the basic hourly rate paid on public works projects to a majority of
workers engaged in a particular craft, classification or type of work within a particular area. Prevailing wage requirements are
established and enforced by regulatory agencies. Our in-house personnel monitors and coordinates our continuing compliance with
these regulations when required.
Some jurisdictions place limits on the
size or number of solar energy systems that can be interconnected to the utility grid. This can limit our ability to sell and
install solar energy systems in some markets. The regulatory environment is constantly changing.
Environmental Regulations
Once it begins manufacturing its product,
the company may use, generate, and discharge toxic, volatile, or otherwise hazardous chemicals and wastes in its research and
development, manufacturing, and construction activities. The company will be subject to a variety of federal, state, and local
governmental laws and regulations related to the purchase, storage, use, and disposal of hazardous materials. In addition, these
laws and regulations may impose substantial liabilities for the failure to comply with them or for any contamination resulting
from the operations associated with our assets. Laws and regulations protecting the environment have become more stringent in
recent years, and may in certain circumstances impose “strict liability,” rendering a person liable for environmental
damage without regard to negligence or fault on the part of such person. Such laws and regulations may expose us to liability
for the conduct of or conditions caused by others, or for our acts which were in compliance with all applicable laws at the time
such acts were performed. The application of these requirements or the adoption of new requirements could have a material adverse
effect on our financial position and results of operations. Compliance with these laws and regulations may be costly and may have
a material adverse effect on our business and results of operations.
Intellectual Property
The company relies on a combination of
patent, trademark, copyright, trade secret, and contractual protections to establish and protect its intellectual proprietary
rights.
Government Incentives and Policies
U.S. federal, state and local governments
have established various policies, incentives, and financial mechanisms to reduce the cost of solar energy and to accelerate the
adoption of solar energy. These incentives include tax credits, cash grants, production-based incentives, tax abatements, and
rebates. These incentives help catalyze private sector investments in solar energy, energy efficiency, and energy storage measures,
including the installation and operation of residential and commercial solar energy systems.
Following the extension of the Solar Investment
Tax Credit in December 2015, the Internal Revenue Code allows a United States taxpayer to claim a tax credit of 30% of qualified
expenditures for a solar energy system that is placed in service on or before December 31, 2019. This credit is scheduled
to decline to 26% effective January 1, 2020, 22% in 2021, and then to 10% for commercial projects and 0% for residential projects
in 2022.
Many U.S. states
and local jurisdictions have established property tax incentives for renewable energy systems, which include exemptions, exclusions,
abatements, and credits. Many state governments, investor-owned utilities, municipal utilities, and co-operative utilities offer
rebates or other cash incentives for the installation and operation of a solar energy system or energy-related products.
Many states have a regulatory policy known
as net energy metering, or net metering. Net metering typically allows our customers to interconnect their on-site solar energy
systems to the utility grid and offset their utility electricity purchases by receiving a bill credit at the utility’s retail
rate for energy generated by their solar energy system that is exported to the grid in excess of electric load used by customers.
Some states have established limits on
net metering, fees on solar energy systems, or reduced the credit available for electricity generated by solar energy systems
that are connected to the utility grid. For example, Hawaii, Nevada, and Mississippi have announced net metering policies that
establish wholesale rates, not retail rates, for crediting electricity produced by solar energy systems. This has adversely impacted
the attractiveness of solar energy to residential customers in these markets. The California Public Utilities Commission issued
a ruling that maintains the net energy metering credit at full retail value but adds new charges and requirements for customers
installing a solar energy system. On the other hand, other states continue to expand their net metering programs. New York, for
example, has suspended its cap on solar photovoltaic systems covered by the state’s net metering program.
Some states like Massachusetts have offered
Solar Renewable Energy Credits (“SRECs”) that provide cash payments based on the electricity produced by solar energy
systems as an incentive for customers to invest in these systems. These programs are generally capped and must be reauthorized
or extended when the cap is reached in order for the incentives to be continued. The Massachusetts Department of Energy Resources
announced that the total capacity available under its most recent SREC program (SREC-II) for projects over 25 kW had been exceeded
in early 2016, however it was announced on January 31, 2017, by the Massachusetts Department of Energy Resources that their new
program, called Solar Massachusetts Renewable Target (“SMART”), is targeted to start in April 2018 and that the SREC
II program would be extended in order to bridge between the two programs. The SREC II program was ultimately extended until November
26, 2018, at which point the first applications for SMART were accepted. The first SMART incentive allocations began on January
15, 2019.
On January 22, 2018, the Office of the
President of the United States approved in substantial form, recommendations by the U.S. International Trade Commission to impose
a tariff of 30% on imports of solar cells and photovoltaic modules under Section 201 of the Trade Act of 1974, unless specifically
excluded. The 30% tariff declines 5% per year over the four-year term of the tariff. Further, the provisions of the 201 Tariff
are applicable to imported solar cells and modules from Canada, despite its being a member of the North American Free Trade Act.
Seasonality
Our quarterly net revenue and operating
results for solar energy system installations are difficult to predict and have, in the past, and may, in the future, fluctuate
from quarter to quarter as a result of changes in state, federal, or private utility company subsidies, as well as weather, economic
trends and other factors. The industry historically experienced seasonality in our solar installation business, with the first
quarter representing our lowest installation quarter of the year, primarily due to adverse weather. Additionally, the industry
historically experienced seasonality in sales of solar systems similar to ours, with the fourth and first quarters of the year
seeing fewer sales orders than the second and third quarters. We do not have the historical experience to assess seasonality for
this line of our own business.
Weaknesses
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Sales
are in the early stage
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Limited
funding for expansion to date
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General
economic factors have restrained explosive growth potential
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Marketing
plan not yet launched
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Threats
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Unavailability
of funding will significantly limit growth
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Competition
begins offering competitive service and revenue opportunity
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Employees
The Company has no full-time employees.
Off-balance sheet arrangements
The Company has no off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term
“off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which
an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guaranteed
contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such
entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
Critical Accounting Policies and Estimates
Use of Estimates
Preparing financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s
estimates and assumptions.
Stock-Based Compensation
The Company accounts for its stock-based
compensation in accordance with ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition
of compensation expense for all share-based payment awards made to employees and directors to be recognized in the financial statements,
based on their fair value. The Company measures share-based compensation to consultants in accordance with ASC 505-50, Equity-Based
Payments to Non-Employees, and recognizes the fair value of the award over the period the services are rendered or goods are provided.
DESCRIPTION OF
PROPERTY
The Company leases the premises located
at and known as 1st floor, 16618-16620 Marquez Avenue, Pacific Palisades, Los Angeles, California, 90272 as per the
lease agreement dated May 22, 2019 (the “California Lease”).
The Company additionally leases the premises
located at and known as Old Depot Building, 201 E. 5th Street, Sheridan, WY 82801 as per the lease agreement dated
August 22, 2019 (the “Wyoming Lease”).
The Wyoming Lease and the California Lease
are attached as Exhibits to this offering circular.
The Company additionally plans to lease
and/or own any and all real property reasonably necessary in connection with its business.
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 aware of certain claims
against the Company that may result in the Company’s inability to conduct its business in the manner described in this Offering
Circular.
Relevant Background Facts
On or about February 14, 2019, the
Company (at that time, titled Eagle Oil Holding Company Inc.) entered certain acquisition and merger agreement (the “Merger”)
attached to this offering circular as Exhibit to this Offering. Selling Securityholders were the parties of the Agreement. As
a result, Madeline Cammarata, the President of the Company, as the majority shareholder of Green Stream Finance Inc. Thereafter,
certain disagreements emerged between Selling Securityholders, the Company, and Madeline Cammarata personally regarding control
over the Company. It is the position of the Company that proper disclosures were not made and that Selling Shareholders intentionally
structured the merger to still retain control over the Company through the shares of Series B Convertible Preferred Stock. See
Description of Capital Stock at page 37. Accordingly, the Company, Madeline Cammarata, and Selling Shareholders entered the
Settlement, as defined herein.
The Settlement, however, did not conclude
the animosity between the Company and Selling Securityholders. Rather, Selling Securityholders purported another instrument to
retain control over the Company: the Purported Notes, as defined herein. Namely, Selling Securityholders sent an e-mail with allegation
of the Purported Notes resulting in the Company’s debt of approximately at least $16,427,143, not taking the accrued interest.
The Company, however, formed a firm belief that the allegations regarding the Purported Notes are fraudulent and the alleged Purported
Notes are void or voidable. The Company came to such conclusions for the following reasons: as per the Company’s best knowledge
formed by reviewing available corporate records and the bank accounts the notes simply don’t exist. Moreover, according
to the publicly available annual report executed by one of the Selling Shareholders (available at https://backend.otcmarkets.com/otcapi/company/financial-report/176681/content),
the promissory notes alleged in the relevant period of time were not properly disclosed. Further, there is no indication that
the Company ever received the consideration of issuance of any of the Purported Notes. Despite numerous requests, the Company
is not in receipt of the originals of the Purported Notes as of the date of this Circular. Therefore, the Company formed the strong
belief that Purported Notes is merely a bogus to further extort the Company.
Nevertheless, the Company elected to
proceed with the Settlement, as amended, and to focus on its business rather than on litigation with Selling Securityholders.
The Settlement
On May 29, 2019, the Company together
with its President and directors entered the Settlement, as defined heretofore. The parties of the settlement amended the Settlement
on October 10, 2019, and the Settlement, as amended, requires the Company to include certain provisions into this Offering. Additionally,
the Settlement contains the obligation of the Company to qualify this Offering by March 9, 2020, Series B Convertible Preferred
Stock may be issued to Selling Shareholders in the amount that will result in their control of the majority of the voting power,
which may ultimately result in the event of change of control and withdrawal of this Offering.
In the event the Eagle Oil Parties of
the Settlement file a lawsuit in the court of competent jurisdiction and prevail, the Eagle Oil Parties may be entitled to certain
securities of the Company that would Grant Eagle Oil Parties the majority of the voting power together with other and further
relief awarded by the Court.
The text of the Settlement is attached
as an Exhibit to this Offering.
Nothing herein is an attempt to interpret
the text of the Settlement and/or assess the probability of either party to prevail. That said, the Company is prepared to protect
its interests vigorously and assert any and all available defenses and counterclaims in the event of such lawsuit.
Allegations with regard to the Promissory
Notes
The Company been made aware of the
existence of certain convertible promissory notes by and between the Company and a number of persons and entities (collectively
“Purported Notes”) as set forth in the table below. The Company disputes the validity of the Purported Notes because
the Purported Notes (i) were not disclosed prior to the Merger; (ii) even if issued, were issued without consideration actually
received by the Company; and (iii) even if issued and/or in existence, are manufactured under the guidance of Selling Securityholders
to harass and extort the Company and backdated accordingly. Despite numerous requests, the Company is not in receipt of the originals
of the Purported Notes as of the date of this Circular. As such, the Company believes that the Purported Notes are fraudulent
and void and/or voidable. Nevertheless, the Company elects to disclose the Purported Notes to potential investors because if the
parties alleging the existence of the Purported Notes successfully challenge the Company’s position, the Company may have
an obligation to issue certain securities of the Company and/or pay certain amounts pursuant to the Purported Notes. Alternatively,
it may be the case that a portion of the Purported Notes or the entirety of the Purported Notes are void or voidable based on
the provisions of the Settlement.
The Company does not attempt to assess
the likelihood of prevailing against the holders of the Purported Notes. That said, the Company is prepared to protect its interests,
and the interests of its current shareholders, vigorously and assert any and all available defenses and counterclaims against
the holders of the Purported Notes.
The Purported Notes may exist with regard
to the following individuals and legal entities:
PLEASE NOTE THAT THE COMPANY DOES NOT
STATE THIS INFORMATION AS TRUE AND CORRECT. THE COMPANY RECEIVED SUCH INFORMATION BY MEANS OF ELECTRONIC TRANSMISSION FROM CERTAIN
CLAIMANTS. THE COMPANY BELIEVES THAT THE CLAIMS REGARDING THE NOTES ARE INVALID AND IS PREPARED TO VIGOROUSLY DEFEND ITSELF AGAINST
THE AFOREMENTIONED CLAIMS.
Date of Note Issuance
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Outstanding Balance ($)
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Name of Noteholder
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04/30/2016
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500,000
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Paul Khan
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10/01/2016
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250,000
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Ken Williams
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10/20/2016
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75,000
|
|
|
Brian Wilmot
|
12/09/2016
|
|
|
160,000
|
|
|
Tracey Woods
|
01/02/2017
|
|
|
300,000
|
|
|
Charles Peterson
|
04/01/2017
|
|
|
1,600,000
|
|
|
Connie Helwig
|
04/25/2017
|
|
|
200,000
|
|
|
Hammers & Nails 2 Corp.
|
05/11/2017
|
|
|
200,000
|
|
|
Eagle Eye Media LLC
|
05/11/2017
|
|
|
150,000
|
|
|
Hall Sales and Marketing Consulting
|
07/14/2017
|
|
|
357,143
|
|
|
Axilogy Consulting Corporation
|
08/15/2017
|
|
|
600,000
|
|
|
Leolah Brown
|
03/16/2018
|
|
|
500,000
|
|
|
Nicholaus Kamish
|
3/16/2018
|
|
|
4,500,000
|
|
|
375 Wall Construction LLC
|
02/06/2018
|
|
|
100,000
|
|
|
Manny Volk
|
02/06/2018
|
|
|
400,000
|
|
|
Premier Equity Advisors LLC
|
01/17/2018
|
|
|
50,000
|
|
|
Peter Matousek
|
05/11/2017
|
|
|
200,000
|
|
|
Eagle Eye Media LLC
|
05/11/2017
|
|
|
150,000
|
|
|
Hall Sales and Marketing Consulting
|
12/04/2017
|
|
|
3,350,000
|
|
|
Zorhek Aqua Farms Inc
|
12/09/2016
|
|
|
160,000
|
|
|
Tracey Woods
|
10/20/2016
|
|
|
75,000
|
|
|
Brian Wilmot
|
06/11/2018
|
|
|
2,250,000
|
|
|
Company Minera Rio Sango la Minrisan
|
01/02/2017
|
|
|
300,000
|
|
|
Charles Peterson
|
12/16/2017
|
|
|
15,000
|
|
|
Nguyet Nguyen
|
11/20/2017
|
|
|
5,000,000
|
|
|
Medican Enterprises Inc.
|
11/28/2017
|
|
|
135,000
|
|
|
Terrie Scott
|
08/15/2017
|
|
|
600,000
|
|
|
Leolah Brown
|
04/25/2017
|
|
|
200,000
|
|
|
Hammers & Nails 2 Corp
|
07/14/2017
|
|
|
357,143
|
|
|
Axilogy Consulting Corporation
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock trades on OTC Link under
the symbol GSFI. The following table reflects the high and low sales prices for our common stock in the calendar quarters indicated;
such prices may not reflect actual transactions or retail markdowns or commissions.
As of the date of this offering circular, we had approximately
329 record holders of our common stock.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our
financial condition and results of operations should be read in conjunction with the consolidated financial statements and the
notes thereto of the Company, as well as the financial statements and the notes thereto of the Company included in this Offering
Circular. The following discussion contains forward-looking statements. Actual results could differ materially from the results
discussed in the forward-looking statements. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” above.
General
Although we were organized as a Nevada
corporation in 2004, only the financial statements and operations following the Acquisition and Merger Agreement dated February
14, 2019 (the “Merger Agreement”) are relevant for the Company and applicable to its current business strategy. The
Company had acquired 96% of the voting power of Green Stream Finance, Inc., a Wyoming corporation incorporated on December 7,
2016, and began conducting business solely as a holding company of Green Stream Finance, Inc. Further, following the Merger Agreement
the Company changed its name, was converted into Wyoming Corporation, and changed its trading symbol to GSFI. Our Company’s
current objective is to manage Green Stream Finance, Inc. and conduct business in the solar power energy sector by means of such
managing.
As of the date of this offering circular,
we have not entered into any arrangements creating a reasonable probability that we will acquire a specific property or other
assets. The number of properties and other assets that we will acquire will depend upon the number of shares sold and the resulting
amount of the net proceeds available for investment in properties and other assets.
Results of Operations
As of the date of this offering circular,
we have not yet commenced business operations, as we are currently in our organizational and development stage. We do not intend
to begin our operations until we have sold at least the minimum offering amount of $500,000 in shares of the Company’s common
stock. Our management is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic
conditions affecting our targeted portfolio, the alternative energy real estate industry and real estate generally, that may be
reasonably anticipated to have a material impact on either our capital resources, or the revenues or incomes to be derived from
the operation of our assets.
Operating Results
We intend to operate on a fiscal year
basis from May 1 to April 30 and report for tax purposes on a fiscal year basis.
We have also expended human capital and
energy, as well as, financial resources on identifying and sourcing future energy-related projects, in accordance with our two
business models.
The following table summarizes, for the
periods indicated, selected items in our condensed Statements of Cash Flows for the period from May 1, 2018 to April 30, 2019
and May 1, 2019 to October 31, 2019:
Ordinary Income/Expense
|
|
May 1,
2018
to
|
|
|
May 1,
2019
to
|
|
Expense
|
|
April 30,
2019
|
|
|
October 31,
2019
|
|
Administrative expenses
|
|
$
|
35,612
|
|
|
$
|
29,812
|
|
Advertising & Promotion
|
|
$
|
|
|
|
$
|
13,550
|
|
Travel
|
|
$
|
29,532
|
|
|
$
|
16,487
|
|
Insurance
|
|
$
|
|
|
|
$
|
13,059
|
|
Professional Fees
|
|
$
|
27,000
|
|
|
$
|
10,957
|
|
Legal Fees
|
|
$
|
20,570
|
|
|
$
|
20,100
|
|
Rent Expense
|
|
$
|
|
|
|
$
|
8,559
|
|
Total Expense
|
|
$
|
112,714
|
|
|
$
|
111,894
|
|
Net Ordinary Income
|
|
|
-112,714
|
|
|
|
-111,894
|
|
Net Income
|
|
|
-112,714
|
|
|
|
-111,894
|
|
We have no off-balance sheet arrangements,
including arrangements that would affect the liquidity, capital resources, market risk support, and credit risk support or other
benefits.
The Company currently has no material
commitments for capital expenditures.
Plan of Operations
We intend to pursue the development of
our solar panel greenhouses and solar power products to enable future sales. These activities range from laboratory research to
continued engineering and development. We will experience a relative increase in liquidity as we receive net offering proceeds
and a relative decrease in liquidity as we spend net offering proceeds in connection with the acquisition, development, and operation
of our assets. We have identified no additional material internal or external sources of liquidity as of the date of this offering
circular.
We expect to use the net proceeds received
from this offering in our efforts related to research and development, protection of our intellectual property, and exploration
of market opportunities, as well as for working capital and other general corporate purposes. Our anticipated costs include employee
salaries and benefits, compensation paid to consultants, capital costs for research and other equipment, costs associated with
development activities including travel and administration, legal expenses, sales and marketing costs, general and administrative
expenses, and other costs associated with a development-stage technology company. We do anticipate increasing the number of employees
because the Company intends to use independent Contractors; however, this is highly dependent on the nature of our development
efforts. We anticipate adding employees in the areas of research and development, sales and marketing, and general and administrative
functions as required to support our efforts. We expect to incur consulting expenses related to technology development and other
efforts as well as legal and related expenses to protect our intellectual property.
The amounts that we actually spend for
any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, the pace of
progress of our commercialization and development efforts, actual needs with respect to product testing, research and development,
market conditions, and changes in or revisions to our marketing strategies, as well as any legal or regulatory changes which may
ensue. In addition, we may use a portion of any net proceeds to acquire complementary products, technologies or businesses; however,
we do not have plans for any acquisitions at this time. We will have significant discretion in the use of any net proceeds. Investors
will be relying on the judgment of our management regarding the application of the proceeds of any sale of our common stock.
There is a current market trend of declining
prices in solar power cells and solar power modules. Although our solar power greenhouse is projected to have both a significant
advantage of both cost and efficiency, which we believe would minimize the effects of the trend, there is no certainty that government,
commercial and retail consumers will continue to enter into the solar market.
Research and development of new technologies
are, by its nature, unpredictable. Although we will undertake development efforts with commercially reasonable diligence, there
can be no assurance that the net proceeds from this offering will be sufficient to enable us to develop our technology to the
extent needed to create future sales to sustain operations as contemplated herein. If the net proceeds from this offering are
insufficient for this purpose, we will consider other options to continue our path to commercialization, including, but not limited
to: additional financing through follow-on stock offerings, debt financing, co-development agreements, curtailment of operations,
suspension of operations, sale or licensing of developed intellectual or other property, or other alternatives.
If we are unable to raise the net proceeds
that we believe are needed to develop our technology and enable future sales, we may be required to scale back our development
plans by reducing expenditures for employees, consultants, business development and marketing efforts, and other envisioned expenditures.
This could reduce our ability to commercialize our technology or require us to seek further funding earlier, or on less favorable
terms, than if we had raised the full amount of the proposed offering. Moreover, even if we raise the net proceeds contemplated
by this offering, we will need to raise substantial additional capital in the future to attempt to attain commercialization of
our product candidates.
If management is unable to implement its
proposed business plan or employ alternative financing strategies, it does not presently have any alternative proposals. In that
event, investors should anticipate that their investment may be lost and there may be no ability to profit from this investment.
We cannot assure you that our development
products will be approved or accepted, that we will ever earn revenues sufficient to support our operations or that we will ever
be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise
money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required
to severely curtail, or even to cease our operations.
PLAN
OF DISTRIBUTION AND SELLING SECURITYHOLDERS
We are offering up to 16,666,666
shares of our common stock on a “best efforts” basis for $0.60 per share, for a total of up to $10,000,000
in gross offering proceeds, assuming all securities are sold. Selling securityholders expect to offer 266,665 shares of Common
Stock in this offering on a “best efforts” basis for $0.60 per share.
The minimum investment for any investor
purchasing shares from the Company is $10,000, unless such minimum is waived by the Company, which may be done in its sole discretion
on a case-by-case basis. There is no minimum investment amount for any investor purchasing shares from Selling Securityholders.
There is no minimum aggregate offering
amount or provision to escrow or return investor funds if any minimum number of shares is not sold, and we may sell significantly
fewer shares of common stock than those offered hereby. In fact, there can be no assurances that the Company will sell any or
all of the offered shares. All money we receive from the offering will be immediately available to us for the uses set forth in
the “Use of Proceeds” section of this offering circular. There will be no refunds. No shares shall be sold by the
selling securityholders until an aggregate of 888,883 shares offered by the Company has been purchased further to this
Offering Circular, and the transfer agent of the Company will be instructed as such.
Our common stock is not now listed on
any national securities exchange or the NASDAQ stock market; however, the Company’s common stock is quoted on the OTC Markets
Pink marketplace. There is currently only a limited market for our securities and there is no guarantee that a more substantial
or active trading market will develop in the future. There is also no guarantee that our securities will ever trade on any listed
exchange. Accordingly, our shares should be considered highly illiquid, which inhibits investors’ ability to resell their
shares.
Upon this circular being qualified by
the SEC, the Company may offer and sell shares from time to time until all of the shares registered are sold; however, this offering
will terminate one year from the initial qualification date of this circular, unless extended or earlier terminated by the Company.
The Company may terminate this offering at any time and may also extend the offering term by 90 days.
Currently, we plan to have our directors
and executive officers and directors sell the shares offered hereby on a best-efforts basis. The shares of Selling Securityholders
will be sold by our directors and executive officers or by Selling SecurityHolders subject to full compliance with applicable
securities laws.
Our directors and executive officers will receive no discounts or commissions. Our
executive officers will deliver this circular to those persons who they believe might have interest in purchasing all or a part
of this offering. The Company may generally solicit investors; however, it must abide by the “blue sky” regulations
relating to investor solicitation in the states where it will solicit investors. All shares (whether the shares offered by the
Company or the shares offered by Selling Securityholders) will be offered on a “best efforts” basis.
Our directors and officers will not register
as broker-dealers under Section 15 of the Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions
under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed
to be a broker-dealer. The conditions are that:
|
●
|
the
person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of
the Exchange Act, at the time of his participation;
|
|
●
|
the
person is not at the time of their participation an associated person of a broker-dealer;
and
|
|
●
|
the
person meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act,
in that he (i) primarily performs, or is intended primarily to perform at the end of
the offering, substantial duties for or on behalf of the issuer otherwise than in connection
with transactions in securities; and (ii) is not a broker or dealer, or an associated
person of a broker or dealer, within the preceding 12 months; and (iii) does not participate
in selling and offering of securities for any issuer more than once every 12 months other
than in reliance on paragraphs (a)(4)(i) or (a)(4)(iii) of Rule 3a4-1 of the Exchange
Act.
|
Our officers and directors are not statutorily
disqualified, are not being compensated, and are not associated with a broker-dealer. They are and will continue to hold their
positions as officers or directors following the completion of the offering and have not been during the past 12 months and are
currently not brokers or dealers or associated with brokers or dealers. They have not nor will they participate in the sale of
securities of any issuer more than once every 12 months.
As of the date of this circular, we have
not entered into any arrangements with any selling agents for the sale of the securities; however, we may engage one or more selling
agents to sell the securities in the future. If we elect to do so, we will supplement this circular as appropriate.
All subscription agreements and checks
received by the Company for the purchase of shares are irrevocable until accepted or rejected by the Company and should be delivered
to the Company as provided in the subscription agreement. A subscription agreement executed by a subscriber is not binding on
the Company until it is accepted on our behalf by the Company’s CEO or by specific resolution of our Board of Directors.
Any subscription not accepted within 30 days will be automatically deemed rejected. Once accepted, the Company will deliver a
stock certificate to a purchaser within five days from a request by the purchaser; otherwise, purchasers’ shares will be
noted and held on the book records of the Company.
In various states, the securities may
not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration
or qualification is available and is complied with. We have not yet applied for “blue sky” registration in any
state, and there can be no assurance that we will be able to apply, or that our application will be approved and our securities
will be registered, in any state in the US. We intend to sell the shares only in the states in which this offering has been qualified
or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.
Should any fundamental change occur regarding
the status of this offering or other matters concerning the Company, we will file an amendment to this circular disclosing such
matters.
SELLING SECURITYHOLDERS
Selling Securityholders are offering up
to 266,665 shares of our common stock, $.001 par value, for $0.60 per share, for gross proceeds of up to $159,999.00
on a “best efforts” basis.
Below is a table of the current beneficial
ownership of the Company’s securities by Selling Securityholders. The transfer agent of the Company will be instructed no
shares shall be sold by the selling securityholders until an aggregate of 888,883 shares offered by the Company has been
purchased further to this Offering Circular. As such, Selling Securityholders will have the opportunity to sell their shares of
common stock of the Company, when the number of shares does not exceed the number of shares representing 30% of the total amount
of shares sold in this Offering.
Securityholder’s Name
|
|
Shares of Common Stock Prior
to Offering
|
|
|
Amount Offered on Shareholders’
Account
|
|
|
Amount Owned after the Offering
(7)
|
|
Marc Desparois (1)
|
|
|
53,333
|
|
|
|
53,333
|
|
|
|
0
|
|
Connie Helwig (2)
|
|
|
53,334
|
|
|
|
53,333
|
|
|
|
1
|
|
Paul Khan (3)
|
|
|
53,333
|
|
|
|
53,333
|
|
|
|
0
|
|
Ken Williams (4)
|
|
|
53,333
|
|
|
|
53,333
|
|
|
|
0
|
|
Wendy Williams (5)
|
|
|
53,333
|
|
|
|
53,333
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
266,666
|
|
|
|
266,665
(6)
|
|
|
|
1
|
|
(1) Marc Desparois is currently not an
officer, director, or otherwise, an affiliate of the Company. Marc Desparois does not beneficiary own or hold securities of the
Company other than the shares of Common Stock of the Company, as provided in the table above, and made the representation to the
Company in this regard. Mark Desparois is an “Eagle Oil Party,” pursuant to the Settlement, as defined in this Circular
and more particularly addressed in “Legal Proceedings” on Page 26.
(2) Connie Helwig is currently not an
officer, director, or otherwise, an affiliate of the Company. Marc Desparois does not beneficiary own or hold securities of the
Company other than the shares of Common Stock of the Company, as provided in the table above, and made the representation to the
Company in this regard. Mark Desparois is an “Eagle Oil Party,” pursuant to the Settlement, as defined in this Circular
and more particularly addressed in “Legal Proceedings” on Page 26.
(3) Paul Khan is currently not an officer,
director, or otherwise, an affiliate of the Company. Marc Desparois does not beneficiary own or hold securities of the Company
other than the shares of Common Stock of the Company, as provided in the table above, and made the representation to the Company
in this regard. Mark Desparois is an “Eagle Oil Party,” pursuant to the Settlement, as defined in this Circular and
more particularly addressed in “Legal Proceedings” on Page 26.
(4) Ken Williams is currently not an officer,
director, or otherwise, an affiliate of the Company. Marc Desparois does not beneficiary own or hold securities of the Company
other than the shares of Common Stock of the Company, as provided in the table above, and made the representation to the Company
in this regard. Mark Desparois is an “Eagle Oil Party,” pursuant to the Settlement, as defined in this Circular and
more particularly addressed in “Legal Proceedings” on Page 26.
(5) Wendy Williams is currently not an
officer, director, or otherwise, an affiliate of the Company. Marc Desparois does not beneficiary own or hold securities of the
Company other than the shares of Common Stock of the Company, as provided in the table above, and made the representation to the
Company in this regard. Mark Desparois is an “Eagle Oil Party,” pursuant to the Settlement, as defined in this Circular
and more particularly addressed in “Legal Proceedings” on Page 26.
(6) The number of shares of Common Stock
of the Company being offered for the account of all Securityholders represents 1.02% of pre-offering outstanding securities of
the class of the Company’s securities the instant Offering represents.
(7) Assuming the entire offering amount
is sold.
OTC Markets Considerations
The OTC Markets is separate and distinct
from the NASDAQ stock market or other national exchange. NASDAQ has no business relationship with issuers of securities quoted
on the OTC Markets. The SEC’s order handling rules, which apply to Nasdaq-listed securities, do not apply to securities
quoted on the OTC Markets.
Although the NASDAQ and other national
stock markets have rigorous listing standards to ensure the high quality of their issuers, and can delist issuers for not meeting
those standards; the OTC Markets has no listing standards. Rather, it is the market maker who chooses to quote security on the
system, files the application, and is obligated to comply with keeping information about the issuer in its files.
Investors may have greater difficulty
in getting orders filled than if we were on NASDAQ or other exchanges. Trading activity, in general, is not conducted as efficiently
and effectively on OTC Markets as with exchange-listed securities. Also, because OTC Markets stocks are usually not followed by
analysts, there may be lower trading volume than for Nasdaq-listed securities.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Identification of Directors and Executive Officers
Our directors hold office until their
successors are elected and qualified, or until their deaths, resignations or removals. Our officers hold office at the pleasure
of our board of directors, or until their deaths, resignations or removals.
Our directors and executive officers, their ages, positions
held, and durations of such are as follows:
Name
|
|
Position Held
|
|
Age
|
|
Date first elected or appointed
|
|
Approximate hours per week for part-time
employees
|
Madeline Cammarata
|
|
President, Treasurer, Director
|
|
39
|
|
February 14, 2019
|
|
|
Ray Anam
|
|
Secretary, Director
|
|
33
|
|
February 14, 2019
|
|
|
James Ware
|
|
Director
|
|
47
|
|
February 14, 2019
|
|
|
Business Experience
The following is a brief account of the
education and business experience of our directors and executive officers during at least the past five years, indicating their
principal occupations and employment during the period, and the name and principal business of the organization in which such
occupations or employment were carried on.
Madeline Cammarata, President, Treasurer, and Director
A legend on the famous Melrose strip,
Madeline Cammarata co-built and managed the iconic Chuck’s Vintage for the last 18 years, a denim-focused clothing store,
that, for over two decades, was synonymous with LA style. Known as the denim damsel, Madeline brings not only a history of success
in building and managing entrepreneurial endeavors, she is a branding expert who has had a hand in developing major brands; to
wit, she worked closely with the fabric developer of major brands such as Current/Elliot, PRPS and 7 For All Mankind. As President
of Green Stream, where her entrepreneurial savvy and branding expertise have proved to serve critical to the Company mission.
****
Renee Anam aka Ray Anam, Secretary
and Director
Ray Anam has extensive corporate finance
and banking experience with both Bank of America and Merrill Lynch, having managed a multi-million-dollar bank portfolio. From
2010 to 2015 Mr. Anam worked for Bank of America as a senior loan officer; from 2015 to 2016 he was hired by Santander Bank, and
from 2016 to 2017 he worked for Quontic Bank. Thereafter he was the founder and the owner of his own private equity consulting
company, Ray Anam, Inc. Prior to joining us, Mr. Anam, was also the founder and CEO of his own private consulting and equity firm,
Ray Anam, Inc., where his core focus was on corporate lending, wealth management/private banking, commodities, mergers & acquisitions,
performing & non-performing notes and real estate acquisition advisory. Mr. Anam holds a Bachelor’s Degree in Business
Management from New Charter University and attended Harvard University Extension School.
****
James Ware, Director
During his work with Hughes Network/DirecTV,
Mr. Ware previously generated over $35 million in revenue in combined product sales, television programming, and hardware equipment
sales and distribution. His award-winning company was the #1 Elite Dealer for Hughes Network/DirecTV in Midwest North America,
and #1 in EchoStar/Dish network sales. In addition to his extensive background in sales and marketing, Mr. Ware possesses vast
experience in the field of construction and solar development. Through his efforts, Green Stream is currently in negotiations
to construct the first solar greenhouse in Las Vegas, which is intended to become a destination spot for innovators considering
the Solar Greenhouse concept for their own solar greenhouse operation. Mr. Ware will be involved in the sales division of the
company as well as acting in the capacity of VP of Solar Construction. For the most recent five years he was the founder and the
owner of the luxury car and limousine services Majectic Luxury Services LLC and transportation company Royal Destination Services
LLC. Additionally, for the last two years he worked as an independent consultant for various project managers.
Before joining the Company, Mr. Ware was a partner and project manager for Matrix, LLC’s
commercial real-estate division, Las Vegas, NV. where he oversaw over $20 million in new project development properties including
a multi-dwelling, 28 custom houses built in Suburban Las Vegas, NV.
****
Conflicts of Interest
Madeline Cammarata
At the present time, the Company does
not foresee any direct conflict between either Ms. Cammarata’s other business interests and her involvement in the Company.
Ms. Cammarata has not been the subject
of the following events in the past 10 years:
1) She has not been convicted, within
ten years before the filing of the offering statement (or five years, in the case of issuers, their predecessors and affiliated
issuers), of any felony or misdemeanor:(i) In connection with the purchase or sale of any security;(ii) Involving the making of
any false filing with the Commission; or(iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal
securities dealer, investment adviser or paid solicitor of purchasers of securities;
(2) She is not subject to any order, judgment
or decree of any court of competent jurisdiction, entered within five years before the filing of the offering statement, that,
at the time of such filing, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:(i)
In connection with the purchase or sale of any security;(ii) Involving the making of any false filing with the Commission; or(iii)
Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser
or paid solicitor of purchasers of securities;
(3) She is not subject to a final order
(as defined in Securities Act Rule 261 of a state securities commission (or an agency or officer of a state performing like functions);
a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or
an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures
Trading Commission; or the National Credit Union Administration that:(i) At the time of the filing of the offering statement,
bars the person from:(A) Association with an entity regulated by such commission, authority, agency, or officer;(B) Engaging in
the business of securities, insurance or banking; or(C) Engaging in savings association or credit union activities; or(ii) Constitutes
a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered
within ten years before such filing of the offering statement;
(4) She is not subject to an order of
the Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 or section 203(e) or (f) of
the Investment Advisers Act of 1940 or (f)) that, at the time of the filing of this offering statement:(i) Suspends or revokes
such person’s registration as a broker, dealer, municipal securities dealer or investment adviser;(ii) Places limitations
on the activities, functions or operations of such person; or(iii) Bars such person from being associated with any entity or from
participating in the offering of any penny stock;
(5) She is not subject to any order of
the Commission entered within five years before the filing of the offering statement that, at the time of such filing, orders
the person to cease and desist from committing or causing a violation or future violation of:(i) Any scienter-based anti-fraud
provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933, section
10(b) of the Securities Exchange Act of 1934 and 17 CFR 240.10b-5, section 15(c)(1) of the Securities Exchange Act of 1934 and
section 206(1) of the Investment Advisers Act of 1940, or any other rule or regulation thereunder; or(ii) Section 5 of the Securities
Act of 1933.
(6) She is not suspended or expelled from
membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered
national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable
principles of trade;
(7) She has not filed (as a registrant
or issuer), or was or was named as an underwriter in, any registration statement or offering statement filed with the Commission
that, within five years before the filing of the offering statement, was the subject of a refusal order, stop order, or order
suspending the Regulation A exemption, or is, at the time of such filing, the subject of an investigation or proceeding to determine
whether a stop order or suspension order should be issued; or
(8) She is not subject to a United States
Postal Service false representation order entered within five years before the filing of the offering statement, or is, at the
time of such filing, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the
United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false
representations.
Ray Anam
At the present time, the Company does
not foresee any direct conflict between either Mr. Anam’s other business interests and his involvement in the Company.
Ray Anam has not been the subject of the
following events in the past 10 years:
1) He has not been convicted, within ten
years before the filing of the offering statement (or five years, in the case of issuers, their predecessors and affiliated issuers),
of any felony or misdemeanor:(i) In connection with the purchase or sale of any security;(ii) Involving the making of any false
filing with the Commission; or(iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities
dealer, investment adviser or paid solicitor of purchasers of securities;
(2) He is not subject to any order, judgment
or decree of any court of competent jurisdiction, entered within five years before the filing of the offering statement, that,
at the time of such filing, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:(i)
In connection with the purchase or sale of any security;(ii) Involving the making of any false filing with the Commission; or(iii)
Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser
or paid solicitor of purchasers of securities;
(3) He is not subject to a final order
(as defined in Securities Act Rule 261 of a state securities commission (or an agency or officer of a state performing like functions);
a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or
an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures
Trading Commission; or the National Credit Union Administration that:(i) At the time of the filing of the offering statement,
bars the person from:(A) Association with an entity regulated by such commission, authority, agency, or officer;(B) Engaging in
the business of securities, insurance or banking; or(C) Engaging in savings association or credit union activities; or(ii) Constitutes
a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered
within ten years before such filing of the offering statement;
(4) He is not subject to an order of the
Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 or section 203(e) or (f) of the
Investment Advisers Act of 1940 or (f)) that, at the time of the filing of this offering statement:(i) Suspends or revokes such
person’s registration as a broker, dealer, municipal securities dealer or investment adviser;(ii) Places limitations on
the activities, functions or operations of such person; or(iii) Bars such person from being associated with any entity or from
participating in the offering of any penny stock;
(5) He is not subject to any order of
the Commission entered within five years before the filing of the offering statement that, at the time of such filing, orders
the person to cease and desist from committing or causing a violation or future violation of:(i) Any scienter-based anti-fraud
provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933, section
10(b) of the Securities Exchange Act of 1934 and 17 CFR 240.10b-5, section 15(c)(1) of the Securities Exchange Act of 1934 and
section 206(1) of the Investment Advisers Act of 1940, or any other rule or regulation thereunder; or(ii) Section 5 of the Securities
Act of 1933.
(6) He is not suspended or expelled from
membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered
national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable
principles of trade;
(7) He has not filed (as a registrant
or issuer), or was or was named as an underwriter in, any registration statement or offering statement filed with the Commission
that, within five years before the filing of the offering statement, was the subject of a refusal order, stop order, or order
suspending the Regulation A exemption, or is, at the time of such filing, the subject of an investigation or proceeding to determine
whether a stop order or suspension order should be issued; or
(8) He is not subject to a United States
Postal Service false representation order entered within five years before the filing of the offering statement, or is, at the
time of such filing, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the
United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false
representations.
James Ware
At the present time, the Company does
not foresee any direct conflict between either Mr. Ware’s other business interests and his involvement in the Company.
James Ware has not been the subject of
the following events in the past 10 years:
(1) He has not been convicted, within
ten years before the filing of the offering statement (or five years, in the case of issuers, their predecessors and affiliated
issuers), of any felony or misdemeanor:(i) In connection with the purchase or sale of any security;(ii) Involving the making of
any false filing with the Commission; or(iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal
securities dealer, investment adviser or paid solicitor of purchasers of securities;
(2) He is not subject to any order, judgment
or decree of any court of competent jurisdiction, entered within five years before the filing of the offering statement, that,
at the time of such filing, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:(i)
In connection with the purchase or sale of any security;(ii) Involving the making of any false filing with the Commission; or(iii)
Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser
or paid solicitor of purchasers of securities;
(3) He is not subject to a final order
(as defined in Securities Act Rule 261 of a state securities commission (or an agency or officer of a state performing like functions);
a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or
an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures
Trading Commission; or the National Credit Union Administration that:(i) At the time of the filing of the offering statement,
bars the person from:(A) Association with an entity regulated by such commission, authority, agency, or officer;(B) Engaging in
the business of securities, insurance or banking; or(C) Engaging in savings association or credit union activities; or(ii) Constitutes
a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered
within ten years before such filing of the offering statement;
(4) He is not subject to an order of the
Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 or section 203(e) or (f) of the
Investment Advisers Act of 1940 or (f)) that, at the time of the filing of this offering statement:(i) Suspends or revokes such
person’s registration as a broker, dealer, municipal securities dealer or investment adviser;(ii) Places limitations on
the activities, functions or operations of such person; or(iii) Bars such person from being associated with any entity or from
participating in the offering of any penny stock;
(5) He is not subject to any order of
the Commission entered within five years before the filing of the offering statement that, at the time of such filing, orders
the person to cease and desist from committing or causing a violation or future violation of:(i) Any scienter-based anti-fraud
provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933, section
10(b) of the Securities Exchange Act of 1934 and 17 CFR 240.10b-5, section 15(c)(1) of the Securities Exchange Act of 1934 and
section 206(1) of the Investment Advisers Act of 1940, or any other rule or regulation thereunder; or(ii) Section 5 of the Securities
Act of 1933.
(6) He is not suspended or expelled from
membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered
national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable
principles of trade;
(7) He has not filed (as a registrant
or issuer), or was or was named as an underwriter in, any registration statement or offering statement filed with the Commission
that, within five years before the filing of the offering statement, was the subject of a refusal order, stop order, or order
suspending the Regulation A exemption, or is, at the time of such filing, the subject of an investigation or proceeding to determine
whether a stop order or suspension order should be issued; or
(8) He is not subject to a United States
Postal Service false representation order entered within five years before the filing of the offering statement, or is, at the
time of such filing, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the
United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false
representations.
Term of Office
Our directors are appointed until the
next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers hold
their offices until they resign, are removed by the Board, or their successor is elected and qualified.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
The table below summarizes all compensation
awarded to, earned by, or paid to our executive officers and directors for all services rendered in all capacities to us since
the beginning of their appointment until the date of the offering statement to which this offering circular relates. We do not
have a compensation committee and compensation for our directors and officers is determined by our board of directors.
Name
|
|
Position
|
|
Cash Compensation*
|
|
Other Compensation*
|
|
Total Compensation*
|
Madeline Cammarata
|
|
President, Treasurer, Director
|
|
0
|
|
0
|
|
0
|
Ray Anam
|
|
Secretary, Director
|
|
0
|
|
0
|
|
0
|
James Ware
|
|
Director
|
|
0
|
|
0
|
|
0
|
Following this Offering the compensation
of the officers and directors is expected to be as follows:
Name
|
|
Position
|
|
Cash
Compensation*
|
|
Other
Compensation*
|
|
Total
Compensation*
|
Madeline Cammarata
|
|
President, Treasurer,
Director
|
|
$500,000 per year
|
|
500,000 shares per quarter
Family health
insurance
DNO insurance
|
|
n/a
|
Ray Anam
|
|
Secretary, Director
|
|
$225,000 per year
|
|
250,000
Health and DNO insurance
Compensation
of relocation expenses to move to California office
|
|
n/a
|
James Ware
|
|
Director
|
|
$175,000 per year
|
|
250,000 of common stock quarterly, health,
and DNO insurance
|
|
n/a
|
*Subject
to the completion of the Offering. Each of the directors and officers is entitled to the year-end bonus subject to the Board’s
discretion.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND SELLING SECURITYHOLDERS
The following tables set forth the ownership,
as of the date of this Circular, of our shares of stock by each person known by us to be the beneficial owner of more than 10%
of our outstanding voting stock, our directors, and our executive officers and directors as a group. To the best of our knowledge,
the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not
any pending or anticipated arrangements that may cause a change in control.
The information presented below regarding
beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission
and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial
owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to
dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person
has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible
security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities.
Except as otherwise indicated below and
under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting
and investment power with respect to the shares shown. Unless stated otherwise, the business address for these shareholders is
16620 Marquez Ave Pacific Palisades, CA 90272.
Common
Stock
|
|
n/a
(1)
|
|
|
|
Series
B Preferred Stock (2)
|
|
|
|
Madeline
Cammarata
|
600,000
shares of Series B Preferred Stock
|
|
(1)
|
Series B
Preferred Stock has a majority of voting power as of the date of this Offering to the
extent that the entirety of the issued and outstanding shares of the Company total in
less than 1% of the voting power;
|
|
(2)
|
The entirety
of issued and outstanding Series B Preferred Stock constitute approximately 95% of the
voting power of the Company.
|
Regardless of the success of this offering,
our officer and director and current stockholders will continue to own the majority of our common stock after the offering. Since
they may continue to control the Company after the offering, investors are unable to change the course of the operations. Thus,
the shares we are offering may lack the value normally attributable to voting rights. This could result in a reduction in the
value of the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options,
warrants, or securities convertible into common stock.
SECURITIES OWNED BY SELLING SECURITYHOLDERS
Paul Khan, Connie Helwig, Ken Williams;
Wendy Williams; and Marc Desparois are selling securityholders (“Selling Securityholders”) and the parties of the
Settlement. The Settlement provides that each Selling Securityholder “shall be issued that number of shares of the Company’s
common stock pursuant to the Company’s Regulation A Offering Circular equal to $40,000 divided by the price per share set
forth in the Offering Circular (the “Reg A Shares”).” The Company interprets this provision of the Agreement
as its obligation to issue the restricted shares of its Common Stock to each of the Selling Securityholders in the following amount:
53,333 shares of Common Stock of the Company. That amount shall constitute 0.21% of the currently outstanding shares of Common
Stock.
The Company issued the shares to the Selling
Securityholders as per the Settlement. Following its sales of at least 888,883 shares under this Offering to ensure that the Selling
Securityholders’ component cannot exceed 30% of the aggregate Offering the Selling Securityholders will be entitled to sell
their shares.
TRANSACTIONS WITH
RELATED PERSONS
Other than the Mutual Release and Settlement
Agreement dated May 29, 2019 (the “Settlement”), we do not have any transactions with related persons to report.
CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements
with any independent registered public accountant. As mentioned elsewhere herein, our financial statements have not been reviewed
by an independent registered public accountant.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this offering
circular as having prepared or certified any part of this offering circular or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was
employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or
indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any
of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
The Carmel, Milazzo & DiChiara LLP
will pass on the validity of the common stock being offered pursuant to this offering circular.
DESCRIPTION
OF CAPITAL STOCK
Our Articles
of Incorporation provides that we may issue up to 10,000,000,000 shares of common stock, $0.001 par value per share, referred
to as common stock, and 12,000,000 shares of preferred stock, $0.001 par value per share. Out of the 12,000,000 shares of
Preferred Stock:
|
●
|
1,000,000
shares of Convertible Series A Preferred Shares.
Convertible Series A Preferred Shares are convertible into the shares of Common Stock
at a ratio of 1,000 shares of Convertible Series A Preferred Shares to 1 share of Common
Stock.
|
|
●
|
1,000,000
shares of Convertible Series B Preferred Shares.
Convertible Series B Preferred Shares are convertible into the shares of Common Stock
at a ratio of 1,000,000 shares of Common Stock for each single Convertible Series B Preferred
Share.
|
|
●
|
10,000,000
shares of Convertible Series C Preferred Shares.
Convertible Series C Preferred Shares are convertible into Common Stock at a ratio of
1,000 shares of Convertible Series C Preferred Share for one share of Common Stock.
|
The voting power
distribution as of the date of this Circular can be illustrated as follows:
Class of Shares
|
|
Number of Outstanding Shares
|
|
|
Voting Power
|
|
|
Proportion of the Voting Power
|
|
Common Stock
|
|
|
26,100,665
|
|
|
|
26,100,665
|
|
|
|
0.004349922
|
%
|
Series A Preferred Stock
|
|
|
53,000
|
|
|
|
53
|
|
|
|
0.000000009
|
%
|
Series B Preferred Stock
|
|
|
600,000
|
|
|
|
600,000,000,000.00
|
|
|
|
99.995649943
|
%
|
Series C Preferred Stock
|
|
|
7,600,000
|
|
|
|
760
|
|
|
|
0.000000127
|
%
|
Total
|
|
|
|
|
|
|
600,026,101,478
|
|
|
|
|
|
Under Wyoming
law, our stockholders generally are not personally liable for our debts and obligations solely as a result of their status as
stockholders.
Common Stock
All of the shares
of our common stock offered hereby will be duly authorized, validly issued, fully paid and non-assessable and all of the shares
of our common stock have equal rights as to earnings, assets, dividends, and voting. Subject to the preferential rights of holders
of any other class or series of our stock, holders of shares of our common stock are entitled to receive dividends and other distributions
on such shares if, as and when authorized by our board of directors out of funds legally available therefor. Shares of our common
stock generally have no preemptive, appraisal, preferential exchange, conversion, sinking fund or redemption rights and are freely
transferable, except where their transfer is restricted by federal and state securities laws, by contract or by the restrictions
in our Articles of Incorporation. In the event of our liquidation, dissolution or winding up, each share of our common stock would
be entitled to share ratably in all of our assets that are legally available for distribution after payment of or adequate provision
for all of our known debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if
any preferred stock is outstanding at such time, and our Articles of Incorporation restrictions on the transfer and ownership
of our stock.
Except as may
otherwise be specified in the terms of any class or series of our common stock, each outstanding share of our common stock entitles
the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as
may be provided with respect to any other class or series of stock, the holders of shares of common stock will possess the exclusive
voting power. There is no cumulative voting in the election of our directors. Directors are elected by a plurality of all of the
votes cast in the election of directors.
Under both Nevada
and Wyoming Law, a corporation generally cannot dissolve, amend its Articles of Incorporation, merge, consolidate, sell all or
substantially all of its assets or engage in a statutory share exchange unless declared advisable by its board of directors and
approved by the affirmative vote of stockholders entitled to cast the votes on the matter unless a lesser percentage (but not
less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s Articles of
Incorporation. Our Articles of Incorporation provides for approval of any of these matters by the affirmative vote of stockholders
entitled to cast a majority of all the votes entitled to be cast on such matters.
Preferred
Stock
The designation,
powers, including voting rights, preferences and any qualifications, limitations, or restrictions of the Preferred Stock may be
established from time to time upon the approval by the Board of Directors of the Company.
Out of the 12,000,000
shares of Preferred Stock:
|
●
|
1,000,000
shares of Convertible Series A Preferred Shares. Convertible Series A Preferred Shares are convertible into the shares
of Common Stock at a ratio of 1,000 shares of Convertible Series A Preferred Shares to 1 share of Common Stock.
|
|
●
|
1,000,000
shares of Convertible Series B Preferred Shares. Convertible Series B Preferred Shares are convertible into the shares
of Common Stock at a ratio of 1,000,000 shares of Common Stock for each single Convertible Series B Preferred Share.
|
|
●
|
10,000,000
shares of Convertible Series C Preferred Shares. Convertible Series C Preferred Shares are convertible into Common Stock
at a ratio of 1,000 shares of Convertible Series C Preferred Share for one share of Common Stock.
|
SHARES
ELIGIBLE FOR FUTURE SALE
General
Upon completion of the formation transactions
and this offering, we will have outstanding 44,282,483 shares of our common stock. Of these shares, the 16,666,666 shares sold
in this offering will be freely transferable without restriction or further registration under the Securities Act, subject to
the limitations on ownership set forth in our Articles of Incorporation, except for any shares purchased in this offering by our
“affiliates,” as that term is defined by Rule 144 under the Securities Act. The remaining 26,100,665.00 shares of
common stock will be “restricted securities” as defined in Rule 144. Restricted securities may be sold in the public
market only if the sale is registered under the Securities Act or qualifies for an exemption from registration, including an exemption
under Rule 144, as described below.
Prior to this offering, there has been
no active public market for our common stock. We can provide no assurance as to: (1) the likelihood that an active market
for our shares of common stock will develop; (2) the liquidity of any such market; (3) the ability of the stockholders
to sell the shares; or (4) the prices that stockholders may obtain for any of the shares. We cannot make any prediction as
to the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price
prevailing from time to time. Sales of substantial amounts of our common stock (including shares issued upon the exchange of common
units in our operating partnership tendered for redemption), or the perception that such sales could occur, may adversely affect
prevailing market prices of our common stock. See “Risk Factors—Risks Related to the Market for Our Common Stock.”
For a description of certain restrictions on transfers of our shares of common stock held by our stockholders, see “Description
of Capital Stock.”
AVAILABLE INFORMATION
We have filed with the SEC an offering
statement on Form 1-A under the Securities Act with respect to the common stock offered hereby. This offering circular, which
constitutes part of the offering statement, does not contain all of the information set forth in the offering statement and the
exhibits and schedules thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For
further information regarding our common stock and our Company, please review the offering statement, including exhibits, schedules,
and reports filed as a part thereof. Statements in this offering circular as to the contents of any contract or other document
filed as an exhibit to the offering statement, set forth the material terms of such contract or other document but are not necessarily
complete, and in each instance reference is made to the copy of such document filed as an exhibit to the offering statement, each
such statement being qualified in all respects by such reference.
A copy of the offering statement and the
exhibits and schedules that were filed with the offering statement may be inspected without charge at the Public Reference Room
maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part
of the offering statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information
regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330.
The Securities and Exchange Commission maintains a website that contains reports and other information regarding registrants that
file electronically with the SEC. The address of the website is www.sec.gov.
EXHIBIT
A
FINANCIAL STATEMENTS
APRIL 30, 2019
GREEN STREAM HOLDINGS,
INC.
CONSOLIDATED FINANCIAL
STATEMENTS
April 30, 2019 and
April 30, 2018
(Unaudited)
GREEN
STREAM HOLDINGS, INC.
CONSOLIDATED BALANCE
SHEETS
AT APRIL 30, 2019 & APRIL 30, 2018
(UNAUDITED)
|
|
2019
|
|
|
2018
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS-NET
|
|
|
915,654
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
185,000
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
1,100,654
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
5,952
|
|
|
|
22,724
|
|
|
|
|
|
|
|
|
|
|
Other Current Liabilities
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
Notes Payable
|
|
|
|
|
|
|
1,244,064
|
|
|
|
|
|
|
|
|
|
|
Due to Shareholder
|
|
|
66,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
112,714
|
|
|
|
1.306,838
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
112
,714
|
|
|
|
1,306,838
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred A Stock $.001 par value
1,000,000 Authorized 53,000 issued, and outstanding at April 30, 2019 and 1,000,000 Authorized, 1,000,000 issued
and outstanding at April 30, 2018
|
|
|
53
|
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
Preferred B Stock $.001 par value
1,000,000 Authorized 600,000 issued and outstanding at April 30, 2019 and 1,000,000 Authorized, 0 issued and outstanding at
April 30, 2018
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred C Stock $.001 par value
10,000,000 Authorized 760,000 issued and outstanding at April 30, 2019 and 10,000,000 Authorized 10,000,000 issued and outstanding
at April 30, 2018
|
|
|
760
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
Common Stock, $.001 par value
10,000,000,000 Authorized 25,834,000 issued and outstanding at April 30, 2019 and 10,000,000,000 Authorized 9,991,254,145
issued and outstanding at April 30, 2018
|
|
|
25,834
|
|
|
|
9,991,254
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in-capital
|
|
|
1,073,407
|
|
|
|
(9,627,627
|
)
|
|
|
|
|
|
|
|
|
|
Retained earnings
|
|
|
(112,714
|
)
|
|
|
(1,683,465
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS’ EQUITY
|
|
|
987,940
|
|
|
|
(1,306.838
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
1,100,654
|
|
|
|
0
|
|
The accompanying notes are an integral part of the financial
statements.
GREEN STREAM
HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED APRIL 30, 2019 &
APRIL 30, 2018
(UNAUDITED)
|
|
2019
|
|
|
2018
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
0
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
TOTAL REVENUE
|
|
|
0
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
COST OF SALES
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS MARGIN
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
3,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising & Promotion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel
|
|
|
29,532
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Legal Fees
|
|
|
20,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Fees
|
|
|
27,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer Agent Fees
|
|
|
32,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating expenses
|
|
|
112,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET OPERATING INCOME/ LOSS
|
|
|
(112,714
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME/(EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance and interest fees
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME/(LOSS)
|
|
$
|
(112,714
|
)
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share
|
|
$
|
(.0044
|
)
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding
|
|
|
25,834,000
|
|
|
|
9,991,254,145
|
|
The accompanying notes are an integral part of the financial
statements.
GREEN
STREAM HOLDINGS, INC.
CONSOLIDATED STATEMENTS
OF CASH FLOWS
FOR THE YEAR ENDED
APRIL 30, 2019 & APRIL 30, 2018
(UNAUDITED)
|
|
2019
|
|
|
2018
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss)
|
|
$
|
(112,714
|
)
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Adjustments
to reconcile net income (loss) to net cash provided (used) By operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in accounts receivable
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Increase/ (decrease) in accounts payable
|
|
|
45,952
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Increase/ (decrease) in accrued interest payable
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
|
|
|
(66,762
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in Fixed Assets
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/Increase in notes payable
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/Increase in to Stockholder Loan
|
|
|
66,762
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES
|
|
|
66,762
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
CASH AND EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
CASH AND EQUIVALENTS, END OF PERIOD
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Assets by assuming debt
|
|
|
1,100,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Converting Preferred stock in lieu of Common stock purchase agreement
|
|
|
11,000,000
|
|
|
|
|
|
The accompanying notes are an integral part of the financial
statements
GREEN
STREAM HOLDINGS, INC.
CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY/ (DEFICIT)
FOR THE YEAR ENDED APRIL 30, 2019
(UNAUDITED)
|
|
PREFERRED
|
|
|
COMMON
STOCK
|
|
|
ADDITIONAL
PAID
|
|
|
ACCUMULATED
EQUITY /
|
|
|
TOTAL
SHAREHOLDERS
EQUITY
|
|
|
|
SHARES
|
|
|
VALUE
|
|
|
SHARES
|
|
|
VALUE
|
|
|
IN CAPITAL
|
|
|
(DEFICIT)
|
|
|
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE APRIL
30, 2017
|
|
|
11,000,000
|
|
|
$
|
11,0000
|
|
|
|
9,991,254,145
|
|
|
$
|
9,991,254
|
|
|
$
|
(9,625,627
|
)
|
|
$
|
(1,683,465
|
)
|
|
$
|
(1,306,838
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE APRIL 30, 2018
|
|
|
11,000,000
|
|
|
$
|
11,000
|
|
|
|
9,991,254,145
|
|
|
$
|
9,991,254
|
|
|
$
|
(9,625,627
|
)
|
|
$
|
(1,683,465
|
)
|
|
$
|
(1,306,838
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVERSE SPLIT
|
|
|
|
|
|
|
|
|
|
|
(9,990,917,378
|
)
|
|
|
(9,990,917
|
)
|
|
|
10,699,034
|
|
|
|
1,683,465
|
|
|
|
2.391.582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF COMMON SHARE FOR SERVICES
|
|
|
|
|
|
|
|
|
|
|
25,497,233
|
|
|
|
25,497
|
|
|
|
|
|
|
|
|
|
|
|
25,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CANCELLATION OF PREFERRED SHARES
|
|
|
(11,000,000
|
)
|
|
$
|
(11,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF PREFERRED SHARES FOR
SERVICES
|
|
|
600,000
|
|
|
$
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF PREFERRED SHARES
FOR SERVICES
|
|
|
760,000
|
|
|
$
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF PREFERRED SHARES OF SERVICES
|
|
|
53,000
|
|
|
$
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS APRIL 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(112,714
|
)
|
|
|
(112,714
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE APRIL 30, 2019
|
|
|
1.413,000
|
|
|
$
|
1,413
|
|
|
|
25,834,000
|
|
|
$
|
25,834
|
|
|
$
|
1,073,407
|
|
|
$
|
(112,714
|
)
|
|
$
|
987,940
|
|
The accompanying notes are an integral part of the financial
statements.
GREEN
STREAM HOLDINGS, INC.
NOTES TO THE FINANCIAL
STATEMENTS
APRIL 30, 2019
(UNAUDITED)
NOTE 1 – SIGNIFICANT ACCOUNTING
POLICIES
A. ORGANIZATION AND OPERATIONS
The Company was originally incorporated
on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the Company merged with
Eagle Oil Holding Company, a Nevada corporation, and the surviving entity, the Company, changed its name to “Eagle Oil Holding
Company, Inc.” Inception of the current Company occurred February 8, 2019 when the Company was acquired by Green Stream
Holdings Inc. Previously there was no activity from July 31, 2017 until the acquisition of February 8, 2019. On April 25, 2019,
the Company changed its name to “Green Stream Holdings Inc.” and is deemed to be a continuation of business of Eagle
Oil Holding Company, Inc. Additionally, the Company was reorganized that so that the Company became operating as a holding company
of Green Stream Finance, Inc., a Wyoming Corporation. That reorganization, inter alia, gave Madeline Cammarata, President of Green
Stream Finance, Inc., the majority of the voting power in the Company. On April 25, 2019 the Company also filed the certificate
of Amendment to Articles of Incorporation with the Secretary of State of Nevada providing for reverse stock split: each thirty
thousand shares of common stock of the Company issued and outstanding immediately prior to the “effective time” of
the filing were automatically and without any action on the part of the respective holders thereof, be combined and converted
into one (1) share of common stock, provided that no fractional shares were to be issued in connection with said reverse stock
split. On May 15, 2019, the Company filed the articles of conversion with the secretary of state of Nevada, to convert the company
from Nevada Corporation to Wyoming Corporation. The Company is in good standing in the State of Wyoming as of September 25, 2019.
The Company’s common shares are quoted on the “Pink Sheets” quotation market under the symbol “GSFI.”
B. BASIS OF ACCOUNTING
The Company utilizes the accrual method
of accounting, whereby revenue is recognized when earned and expenses when incurred. The unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim financial information. As such, the financial
statements do not include all of the information and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included
and these adjustments are of a normal recurring nature. The results of operations for the year ended April 30, 2019 are not necessarily
indicative of the results for the full fiscal year ending April 30, 2019.
C. USE OF ESTIMATES
The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
D. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash
on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company
maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance
Corporation up to $250,000.
E. FIXED ASSETS
Fixed assets are carried at cost. Depreciation
is computed using the straight-line method of depreciation over the assets estimated useful lives. Maintenance and repairs are
charged to expense as incurred; major renewals and improvements are capitalized. When items of fixed assets are sold or retired,
the related cost and accumulated depreciation is removed from the accounts and any gain or loss is included in income. Other fixed
assets consist of the work in process build out of a store front in California. Depreciation will be calculated on the facility
once the construction is complete.
F. COMPUTATION OF EARNINGS PER SHARE
Net income per share is computed by dividing
the net income by the weighted average number of common shares outstanding during the period.
GREEN STREAM HOLDINGS,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
APRIL 30, 2019
(UNAUDITED)
NOTE 1 – SIGNIFICANT ACCOUNTING
POLICIES (continued)
F. INCOME TAXES
The Company uses the liability method
of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined
based on the temporary difference between the financial statements and tax bases of assets and liability using tax rates expected
to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely
that the deferred tax assets will be realized.
The Company assesses its income tax positions
and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information
available at the reporting date. In accordance with ASC 740 10, for those tax positions where there is a greater than 50% likelihood
that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to
be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income
tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized
in the financial statements. The Company has determined that there are no material uncertain tax positions. The Company accounts
for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period
and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income
tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company accounts for
federal income taxes based on the provisions promulgated by the Internal Revenue Service, which has a statute of limitation of
three years. It also accounts for state income taxes based on the provisions promulgated by the state of Wyoming. As of the Company’s
has not yet filed a tax return, the Company has no net operating loss (NOL) for which it may receive future tax benefits. No such
benefit is expected to be recognized in the near term, and therefore, a full valuation allowance has been assessed on any potential
income tax benefit.
G. REVENUE RECOGNITION
The Company recognizes revenue only when
all of the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred, or services
have been rendered; the fee for the arrangement is fixed or determinable; and collectability is reasonably assured. The Company
recognizes license and service revenue pursuant to multiple short-term contracts for specific projects. These contracts include
certain fixed and variable pricing components. Fixed price components are subject to certain milestones, as defined in the individual
contracts, and revenue is recognized once the specific milestone is attained. Variable price components are recognized in the
month the Company provides the defined services.
H. ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
The Company recognizes an allowance on
accounts receivable deemed to be uncollectible. The Company assesses its receivables based on historical loss patterns, aging
of the receivables, and assessments of specific identifiable customer accounts considered at risk or uncollectible. The Company
also considers any changes to the financial condition of its customers and any other external market factors that could impact
the collectability of the receivables in the determination of the allowance for doubtful accounts. The Company has determined
that an allowance against its accounts receivable balances was not necessary at APRIL 30, 2019.
I. EQUIPMENT
Property and equipment are recorded at
cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method. Maintenance
and repairs are expensed as incurred, while significant renewals or betterments are capitalized. The Company reviews the recoverability
of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying
amount of a long-lived asset might not be recoverable. In the event that the facts and circumstances indicate that the current
carrying value is impaired, an evaluation of recoverability is performed. There can be no assurances that market conditions or
demand for the Company’s products and services will not change, which could result in future impairment. No impairment charge
was considered necessary at April 30, 2019.
GREEN STREAM HOLDINGS,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
APRIL 30, 2019
(UNAUDITED)
NOTE 1 – SIGNIFICANT ACCOUNTING
POLICIES (continued)
Depreciation expense was $0 for the period ended April 30,
2019.
J. FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards
No. 107, “Disclosures about Fair Value of Financial Instruments”, requires disclosures of information about the fair
value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the
fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts
receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the
short-term maturity of these instruments.
Financial Accounting Standards Board (“FASB”)
guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable
or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market
assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value
hierarchy are as follows:
Level 1 Unadjusted quoted prices
in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange traded instruments
and listed equities.
Level 2 Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices
of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets
that are not active).
Level 3 Unobservable inputs for
the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models,
discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.
The carrying amounts reported in the balance
sheets approximate their fair value.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014 09 titled “Revenue from
Contracts with Customers.” Under this guidance, revenue is recognized when promised goods or services are transferred to
customers in an amount that reflects the consideration expected to be received for those goods or services. The updated standard
will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective and permits the use of either
a retrospective of cumulative effect transition method. Early adoption is not permitted. The updated standard will be effective
beginning January 1, 2019 for nonpublic entities. The Company is currently evaluating the effect that the updated standard will
have on these financial statements and related disclosures.
In February 2016, the FASB issued ASU
2016-02, Leases, which increases transparency and comparability among organizations by recognizing lease assets and lease
liabilities on the balance sheet and disclosing key information about leasing arrangements.
GREEN STREAM HOLDINGS,
INC.
NOTES TO THE FINANCIAL
STATEMENTS
APRIL 30, 2019
(UNAUDITED)
NOTE 1 – SIGNIFICANT ACCOUNTING
POLICIES (continued)
Certain qualitative and quantitative disclosures
are required, as well as a retrospective recognition and measurement of impacted leases. The new guidance is effective for fiscal
years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company is
evaluating the effect that the updated standard will have on its financial statements and related disclosures. There have also
been a number of issued ASUs to amend authoritative guidance, including those above, that either provide supplemental guidance,
(b) are technical corrections, (c) are not applicable to the Company, or (d) are not expected to have a significant impact on
the Company’s financial statements.
SUBSEQUENT EVENTS
The Company has evaluated subsequent events
through October 16, 2019, the date these financial statements were available to be issued. Based upon this evaluation, it was
determined that no subsequent events occurred that require recognition or disclosure in the financial statements.
NOTE 2 – STOCKHOLDERS’
EQUITY COMMON STOCK
Authorized Securities:
Authorized Common Stock: 10 billion
Authorized preferred stock: 12 million
Designations of Series:
A: 1,000,000
B: 1,000,000
C: 10,000,000
Issued Securities:
|
|
Name of Class (if any)
|
|
Units
Outstanding
|
|
|
CUSIP
(if any)
|
|
Name of Trading
Center or Quotation
Medium (if any)
|
Common Equity
|
|
Common stock
|
|
|
25,834,000
|
|
|
GSFI
|
|
OTC Markets
|
Preferred Equity
|
|
Series A Convertible Preferred
Stock
|
|
|
53,000
|
|
|
n/a
|
|
n/a
|
Preferred Equity
|
|
Series B Convertible Preferred
Stock
|
|
|
600,000
|
|
|
n/a
|
|
n/a
|
Preferred Equity
|
|
Series C Convertible Preferred
Stock
|
|
|
760,000
|
|
|
n/a
|
|
n/a
|
Debt Securities
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
n/a
|
EXHIBIT A
FINANCIAL STATEMENTS
OCTOBER 31, 2019
GREEN
STREAM HOLDINGS, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
October 31, 2019 and April 30, 2019
(Unaudited)
GREEN
STREAM HOLDINGS, INC.
CONSOLIDATED
BALANCE SHEETS
AT OCTOBER 31, 2019 & APRIL 30, 2019
(UNAUDITED)
|
|
OCTOBER 31,
2019
|
|
|
APRIL 30,
2019
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
19,555
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT ASSETS
|
|
|
19,555
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS-NET
|
|
|
915,654
|
|
|
|
915,654
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
185,000
|
|
|
|
185,00
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
1,120,209
|
|
|
|
1,100,654
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable
|
|
|
53,898
|
|
|
|
5,952
|
|
|
|
|
|
|
|
|
|
|
Other Current Liabilities
|
|
|
60,000
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
Notes Payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to Shareholder
|
|
|
130,265
|
|
|
|
66,762
|
|
|
|
|
|
|
|
|
|
|
TOTAL CURRENT LIABILITIES
|
|
|
244,163
|
|
|
|
112,714
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
244,163
|
|
|
|
112,714
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred A Stock $.001 par value 1,000,000 Authorized 53,000
issued, and outstanding at October 31, 2019 and April 30, 2019 respectively
|
|
|
53
|
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
Preferred B Stock $.001 par value 1,000,000 Authorized
600,000 issued and outstanding at October 31, 2019 and April 30, 2019 respectively
|
|
|
600
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
Preferred C Stock $.001 par value 10,000,000 Authorized
760,000 issued and outstanding at October 31, 2019 and April 30, 2019 respectively
|
|
|
760
|
|
|
|
760
|
|
|
|
|
|
|
|
|
|
|
Common Stock, $.001 par value 10,000,000,000 Authorized
25,834,000 issued and outstanding at October 31, 2019 and 10,000,000,000 Authorized 9,991,254,145 issued and outstanding
at October 31, 2018
|
|
|
25,834
|
|
|
|
25,834
|
|
|
|
|
|
|
|
|
|
|
Additional paid-in-capital
|
|
|
1,073,407
|
|
|
|
1,073,407
|
|
|
|
|
|
|
|
|
|
|
Retained earnings
|
|
|
(224,608
|
)
|
|
|
(112,714
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS’
EQUITY (DEFICIT)
|
|
|
876,046
|
|
|
|
987,940
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT)
|
|
|
1,120,209
|
|
|
|
1,100,654
|
|
The
accompanying notes are an integral part of the financial statements.
GREEN
STREAM HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2019
& OCTOBER 31, 2018
(UNAUDITED)
|
|
OCTOBER 31,
2019
|
|
|
OCTOBER 31,
2018
|
|
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
TOTAL REVENUE
|
|
|
0
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
COST OF SALES
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS MARGIN
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses
|
|
|
29,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising & Promotion
|
|
|
13,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Travel
|
|
|
16,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance
|
|
|
13,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal Fees
|
|
|
20,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional Fees
|
|
|
10,957
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer Agent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent
|
|
|
8,559
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating expenses
|
|
|
111,894
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
NET OPERATING INCOME/ LOSS
|
|
|
(111,894
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME/(EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance and interest fees
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME/(LOSS)
|
|
$
|
(111,894
|
)
|
|
$
|
0
|
)
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share
|
|
|
(.0043
|
)
|
|
$
|
(.0
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding
|
|
|
25,834,000
|
|
|
|
9,991,245,145
|
|
The
accompanying notes are an integral part of the financial statements.
GREEN
STREAM HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31 2019
& OCTOBER 31, 2018
(UNAUDITED)
|
|
OCTOBER 31,
2019
|
|
|
OCTOBER 31,
2018
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income / (Loss)
|
|
$
|
(111,894
|
)
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income (loss) to net
cash provided (used)
By operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in accounts receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/ (decrease) in accounts payable
|
|
|
47,946
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Increase/ (decrease) in other current liabilities
|
|
|
20,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Increase/ (decrease) in accrued interest payable
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
|
|
|
(43,948
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in Fixed Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/Increase in notes payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/Increase in to
Stockholder
|
|
|
63,503
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
NET CASH
PROVIDED (USED) BY FINANCING ACTIVITIES
|
|
|
63,503
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH
|
|
|
19,555
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
CASH AND EQUIVALENTS, BEGINNING
OF PERIOD
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
CASH AND
EQUIVALENTS, END OF PERIOD
|
|
$
|
19,555
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Acquisition of Assets by assuming debt
|
|
|
|
|
|
|
1,100,654
|
|
Converting Preferred Stock in lieu of Common Stock
purchase agreement
|
|
|
|
|
|
|
11,000,000
|
|
The
accompanying notes are an integral part of the financial statements.
GREEN
STREAM HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/ (DEFICIT)
FOR THE SIX MONTHS ENDED OCTOBER 31, 2019
(UNAUDITED)
|
|
PREFERRED
|
|
|
COMMON STOCK
|
|
|
ADDITIONAL PAID
|
|
|
ACCUMULATED
EQUITY /
|
|
|
TOTAL SHAREHOLDERS EQUITY
|
|
|
|
SHARES
|
|
|
VALUE
|
|
|
SHARES
|
|
|
VALUE
|
|
|
IN CAPITAL
|
|
|
(DEFICIT)
|
|
|
(DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE APRIL 30, 2017
|
|
|
11,000,000
|
|
|
$
|
11,0000
|
|
|
|
9,991,254,145
|
|
|
$
|
9,991,254
|
|
|
$
|
(9,625,627
|
)
|
|
$
|
(1,683,465
|
)
|
|
$
|
(1,306,838
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE APRIL 30, 2018
|
|
|
11,000,000
|
|
|
$
|
11,000
|
|
|
|
9,991,254,145
|
|
|
$
|
9,991,254
|
|
|
$
|
(9,625,627
|
)
|
|
$
|
(1,683,465
|
)
|
|
$
|
(1,306,838
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVERSE SPLIT
|
|
|
|
|
|
|
|
|
|
|
(9,990,917,378
|
)
|
|
|
(9,990,917
|
)
|
|
|
10,699,034
|
|
|
|
1,683,465
|
|
|
|
2.391.582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF COMMON SHARE FOR SERVICES
|
|
|
|
|
|
|
|
|
|
|
25,497,233
|
|
|
|
25,497
|
|
|
|
|
|
|
|
|
|
|
|
25,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CANCELLATION OF PREFERRED SHARES
|
|
|
(11,000,000
|
)
|
|
$
|
(11,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF PREFERRED SHARES FOR SERVICES
|
|
|
600,000
|
|
|
$
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF PREFERRED SHARES FOR SERVICES
|
|
|
760,000
|
|
|
$
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF PREFERRED SHARES OF SERVICES
|
|
|
53,000
|
|
|
$
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS APRIL 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(112,714
|
)
|
|
|
(112,714
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE APRIL 30, 2019
|
|
|
1,413,000
|
|
|
$
|
1,413
|
|
|
|
25,834,000
|
|
|
$
|
25,834
|
|
|
$
|
1,073,407
|
|
|
$
|
(112,714
|
)
|
|
$
|
987,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS OCTOBER 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(111,894
|
)
|
|
|
(111,894
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE OCTOBER 31, 2019
|
|
|
1.413,000
|
|
|
$
|
1,413
|
|
|
|
25,834,000
|
|
|
$
|
25,834
|
|
|
$
|
1,073,407
|
|
|
$
|
(224,608
|
)
|
|
$
|
876,046
|
|
The
accompanying notes are an integral part of the financial statements.
GREEN
STREAM HOLDINGS, INC.
NOTES
TO THE FINANCIAL STATEMENTS
OCTOBER
31, 2019
(UNAUDITED)
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES
A.
ORGANIZATION AND OPERATIONS
The
Company was originally incorporated on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On
June 4, 2009, the Company merged with Eagle Oil Holding Company, a Nevada corporation, and the surviving entity, the Company,
changed its name to “Eagle Oil Holding Company, Inc.” Inception of the current Company occurred February 8, 2019 when
the Company was acquired by Green Stream Holdings Inc. Previously there was no activity from July 31, 2017 until the acquisition
of February 8, 2019. On April 25, 2019, the Company changed its name to “Green Stream Holdings Inc.” and is deemed
to be a continuation of business of Eagle Oil Holding Company, Inc. Additionally, the Company was reorganized that so that the
Company became operating as a holding company of Green Stream Finance, Inc., a Wyoming Corporation. That reorganization, inter
alia, gave Madeline Cammarata, President of Green Stream Finance, Inc., the majority of the voting power in the Company. On April
25, 2019 the Company also filed the certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada
providing for reverse stock split: each thirty thousand shares of common stock of the Company issued and outstanding immediately
prior to the “effective time” of the filing were automatically and without any action on the part of the respective
holders thereof, be combined and converted into one (1) share of common stock, provided that no fractional shares were to be issued
in connection with said reverse stock split. On May 15, 2019, the Company filed the articles of conversion with the secretary
of state of Nevada, to convert the company from Nevada Corporation to Wyoming Corporation. The Company is in good standing in
the State of Wyoming as of September 25, 2019. The Company’s common shares are quoted on the “Pink Sheets” quotation
market under the symbol “GSFI.”
B.
BASIS OF ACCOUNTING
The
Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred. The unaudited
financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.
As such, the financial statements do not include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation
have been included and these adjustments are of a normal recurring nature. The results of operations for the Six months ended
October 31, 2019 are not necessarily indicative of the results for the full fiscal year ending April 30, 2019.
C.
USE OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could
differ from those estimates.
D.
CASH AND CASH EQUIVALENTS
Cash
and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less
at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are
insured by the Federal Deposit Insurance Corporation up to $250,000.
E.
FIXED ASSETS
Fixed
assets are carried at cost. Depreciation is computed using the straight-line method of depreciation over the assets estimated
useful lives. Maintenance and repairs are charged to expense as incurred; major renewals and improvements are capitalized. When
items of fixed assets are sold or retired, the related cost and accumulated depreciation is removed from the accounts and any
gain or loss is included in income. Other fixed assets consist of the work in process build out of a store front in California.
Depreciation will be calculated on the facility once the construction is complete.
F.
COMPUTATION OF EARNINGS PER SHARE
Net
income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the
period.
GREEN
STREAM HOLDINGS, INC.
NOTES
TO THE FINANCIAL STATEMENTS
OCTOBER
31, 2019
(UNAUDITED)
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES (continued)
F.
INCOME TAXES
The
Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method,
deferred taxes are determined based on the temporary difference between the financial statements and tax bases of assets and liability
using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded
when it is unlikely that the deferred tax assets will be realized.
The
Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation
of the facts, circumstances and information available at the reporting date. In accordance with ASC 740 10, for those tax positions
where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount
of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge
of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be
sustained, no tax benefit will be recognized in the financial statements. The Company has determined that there are no material
uncertain tax positions. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable
on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and
carryforwards. Measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in
the immediate future. The Company accounts for federal income taxes based on the provisions promulgated by the Internal Revenue
Service, which has a statute of limitation of three years. It also accounts for state income taxes based on the provisions promulgated
by the state of Wyoming. As of the Company’s has not yet filed a tax return, the Company has no net operating loss (NOL)
for which it may receive future tax benefits. No such benefit is expected to be recognized in the near term, and therefore, a
full valuation allowance has been assessed on any potential income tax benefit.
G.
REVENUE RECOGNITION
The
Company recognizes revenue only when all of the following criteria have been met: persuasive evidence of an arrangement exists;
delivery has occurred, or services have been rendered; the fee for the arrangement is fixed or determinable; and collectability
is reasonably assured. The Company recognizes license and service revenue pursuant to multiple short-term contracts for specific
projects. These contracts include certain fixed and variable pricing components. Fixed price components are subject to certain
milestones, as defined in the individual contracts, and revenue is recognized once the specific milestone is attained. Variable
price components are recognized in the month the Company provides the defined services.
H.
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
The
Company recognizes an allowance on accounts receivable deemed to be uncollectible. The Company assesses its receivables based
on historical loss patterns, aging of the receivables, and assessments of specific identifiable customer accounts considered at
risk or uncollectible. The Company also considers any changes to the financial condition of its customers and any other external
market factors that could impact the collectability of the receivables in the determination of the allowance for doubtful accounts.
The Company has determined that an allowance against its accounts receivable balances was not necessary at October 31, 2019.
I.
EQUIPMENT
Property
and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line
method. Maintenance and repairs are expensed as incurred, while significant renewals or betterments are capitalized. The Company
reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances
indicate that the carrying amount of a long-lived asset might not be recoverable. In the event that the facts and circumstances
indicate that the current carrying value is impaired, an evaluation of recoverability is performed.
GREEN
STREAM HOLDINGS, INC.
NOTES
TO THE FINANCIAL STATEMENTS
OCTOBER
31, 2019
(UNAUDITED)
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES (continued)
There
can be no assurances that market conditions or demand for the Company’s products and services will not change, which could
result in future impairment. No impairment charge was considered necessary at October 31, 2019. Depreciation expense was $0 for
the period ended October 31, 2019.
J.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement
of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments”, requires disclosures
of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose
of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance
sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair
market value based on the short-term maturity of these instruments.
Financial
Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs
to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent
sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level
3 measurement). The three levels of the fair value hierarchy are as follows:
Level
1 Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability
to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices
such as exchange traded instruments and listed equities.
Level
2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar
assets or liabilities in markets that are not active).
Level
3 Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are
determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or
input is unobservable.
The
carrying amounts reported in the balance sheets approximate their fair value.
RECENT
ACCOUNTING PRONOUNCEMENTS
In
May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2014 09 titled “Revenue from Contracts with Customers.” Under this guidance, revenue is recognized when promised goods
or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods
or services. The updated standard will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective
and permits the use of either a retrospective of cumulative effect transition method. Early adoption is not permitted. The updated
standard will be effective beginning January 1, 2019 for nonpublic entities. The Company is currently evaluating the effect that
the updated standard will have on these financial statements and related disclosures.
In
February 2016, the FASB issued ASU 2016-02, Leases, which increases transparency and comparability among organizations
by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.
GREEN
STREAM HOLDINGS, INC.
NOTES
TO THE FINANCIAL STATEMENTS
OCTOBER
31, 2019
(UNAUDITED)
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES (continued)
Certain
qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases.
The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018, with
early adoption permitted. The Company is evaluating the effect that the updated standard will have on its financial statements
and related disclosures. There have also been a number of issued ASUs to amend authoritative guidance, including those above,
that either provide supplemental guidance, (b) are technical corrections, (c) are not applicable to the Company, or (d) are not
expected to have a significant impact on the Company’s financial statements.
SUBSEQUENT
EVENTS
The
Company has evaluated subsequent events through December 2, 2019, the date these financial statements were available to be issued.
Based upon this evaluation, it was determined that no subsequent events occurred that require recognition or disclosure in the
financial statements.
NOTE
2 - STOCKHOLDERS’ EQUITY COMMON STOCK
Authorized
Securities:
Authorized
Common Stock: 10 billion
Authorized
preferred stock: 12 million
Designations
of Series:
A:
1,000,000
B:
1,000,000
C:
10,000,000
Issued
Securities:
|
|
Name of Class (if any)
|
|
Units
Outstanding
|
|
|
CUSIP
(if any)
|
|
Name of Trading
Center or Quotation
Medium (if any)
|
Common Equity
|
|
Common stock
|
|
|
25,834,000
|
|
|
GSFI
|
|
OTC Markets
|
Preferred Equity
|
|
Series A Convertible Preferred Stock
|
|
|
53,000
|
|
|
n/a
|
|
n/a
|
Preferred Equity
|
|
Series B Convertible Preferred Stock
|
|
|
600,000
|
|
|
n/a
|
|
n/a
|
Preferred Equity
|
|
Series C Convertible Preferred Stock
|
|
|
760,000
|
|
|
n/a
|
|
n/a
|
Debt Securities
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
n/a
|
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