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 |
|
Price
Per
Share to Public |
|
|
Proceeds
to
Company(1)(2) |
|
Per
Offered Share |
|
$ |
0.60 |
|
|
$ |
10,000,000.00 |
|
Maximum
Offering Amount(1) |
|
$ |
0.60 |
|
|
$ |
10,000,000.00 |
|
[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 |
|
Price
Per
Share to Public |
|
|
Proceeds
to Selling
Securityholders |
|
Per
Offered Share |
|
$ |
0.60 |
|
|
$ |
159,999.00 |
|
Maximum
Offering Amount |
|
$ |
0.60 |
|
|
$ |
159,999.00 |
|
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:
|
● |
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 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 |
|
16,666,666 shares of
common stock, par value $0.001 (the “Common Stock”) |
|
|
|
Securities Offered by
the Company |
|
16,666,666 shares of
Common Stock on a best-efforts basis. |
|
|
|
Securities Offered by
Selling Securityholders |
|
266,665 shares of Common
Stock on a best-efforts basis. |
|
|
|
Additional
information about the Offering |
|
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.
|
|
|
|
Settlement
Agreement |
|
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.
|
|
|
|
Offering price per
Share |
|
$0.60 per
share |
|
|
|
Number of shares
outstanding before the offering of common shares |
|
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. |
|
|
|
Number of shares
outstanding after the offering of common shares if all the shares
being offered are sold |
|
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. |
|
|
|
Minimum number of
shares to be sold in this offering |
|
None. |
Minimum
investment |
|
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. |
|
|
|
Market for the common
shares |
|
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.” |
|
|
|
Use of
proceeds |
|
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.
|
|
|
|
Termination of the
offering |
|
The offering will conclude upon the
earlier of the sale of all the shares or one year after the date of
this offering circular. |
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:
|
● |
Performance and reliability of
solar power products as compared with conventional and non-solar
alternative energy products; |
|
|
|
|
● |
Cost-effectiveness of solar power
technologies as compared with conventional and competitive
alternative energy technologies; |
|
|
|
|
● |
Success of alternative distributed
generation technologies such as hydrogen fuel cells, wind turbines,
bio-diesel generators, and large-scale solar thermal
technologies; |
|
|
|
|
● |
Fluctuations in economic and market
conditions that impact the viability of conventional and
competitive alternative energy sources; |
|
|
|
|
● |
Increases or decreases in the
prices of oil, coal and natural gas; |
|
|
|
|
● |
Capital expenditures by customers,
who tend to decrease when domestic or foreign economies slow;
and |
|
|
|
|
● |
Continued deregulation of the
electric power industry and broader energy industry. |
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
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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. |
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
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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
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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
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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:
|
● |
actual or anticipated
variations in our quarterly operating results or
dividends; |
|
|
|
|
● |
changes in our funds
from operations or income estimates; |
|
|
|
|
● |
publication of research
reports about us or solar energy industry; |
|
|
|
|
● |
changes in market
valuations of similar companies; |
|
|
|
|
● |
adverse market reaction
to any additional debt we incur in the future; |
|
|
|
|
● |
additions or departures
of key management personnel; |
|
|
|
|
● |
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; |
|
|
|
|
● |
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.
|
● |
The following actions will be integrated into
the Company’s business plan. |
|
● |
Raise capital to put us able to execute our
business plan. |
|
● |
Initiate aggressive online and offline
marketing campaigns to build our brand, market awareness, and
recognition. |
|
● |
Increase sales via increased advertising and
marketing campaigns. |
|
● |
Introduce a new type of products into the
marketplace. |
|
● |
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. |
|
● |
Hire additional key employees to help
strengthen the Company. |
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:
|
● |
We offer unique innovative
products. |
|
● |
We offer a flexible menu of product
financing options and types of agreements. |
|
● |
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. |
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
|
● |
Sales are in the early
stage |
|
● |
Limited funding for
expansion to date |
|
● |
General economic factors
have restrained explosive growth potential |
|
● |
Marketing plan not yet
launched |
Threats
|
● |
Unavailability of
funding will significantly limit growth |
|
● |
Competition begins
offering competitive service and revenue opportunity |
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 |
|
Outstanding Balance ($) |
|
|
Name of Noteholder |
04/30/2016 |
|
|
500,000 |
|
|
Paul Khan |
10/01/2016 |
|
|
250,000 |
|
|
Ken Williams |
10/20/2016 |
|
|
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 |