Table
of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10/A
Amendment No. 2
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission file number 000-53279
|
GREEN
STREAM HOLDINGS INC. |
| (Exact
Name of Registrant as Specified In Its Charter) |
|
Wyoming |
|
20-1144153 |
| (State
of Incorporation) |
|
(I.R.S.
Employer Identification No.) |
| |
|
|
|
16620 Marquez Ave
Pacific Palisades, CA
|
|
90272 |
| (Address
of Principal Executive Offices) |
|
(ZIP
Code) |
Registrant’s Telephone Number, Including Area Code: (310)
230-0240
With copies to:
Peter Campitiello, Esq.
Joseph Daniels, Esq.
825 Eighth Avenue, 31st Floor
New York, NY 10019
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Exchange
Act:
Common stock; $0.001 par value
(Title of Class)
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer
(as defined in Rule 12b-2 of the Exchange Act) or a smaller
reporting company.
| Large
accelerated filer |
¨ |
Accelerated
filer |
¨ |
| Non-Accelerated
filer |
¨ |
Smaller
reporting company |
x |
| |
|
Emerging
Growth Company |
x |
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ¨ No x
We are an “emerging growth company” under applicable Securities and
Exchange Commission rules and are subject to reduced public company
reporting requirements. See “Item 1. Business” and “Item 1A. Risk
Factors”. We are an emerging growth company and, as a result of the
reduced disclosure and governance requirements applicable to
emerging growth companies, our common stock may be less attractive
to investors.”
TABLE OF CONTENTS
Forward-Looking Statements
This Registration Statement contains forward-looking statements
that reflect our current views about future events. We use the
words “anticipate,” “assume,” “believe,” “estimate,” “expect,”
“will,” “intend,” “may,” “plan,” “project,” “should,” “could,”
“seek,” “designed,” “potential,” “forecast,” “target,” “objective,”
“goal,” or the negatives of such terms or other similar
expressions. These statements relate to future events or our future
financial performance and involve known and unknown risks,
uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking
statements. These risks and other factors include those listed
under Item 1A. Risk Factors, and elsewhere in
this Registration Statement.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Green Stream Holdings Inc. (the “Company”) is a provider of
next-generation solar energy solutions to underrepresented and/or
growing market segments. The Company is currently targeting
high-growth solar market segments for its advanced solar greenhouse
and advanced solar battery products operating in multiple markets
and is prepared for conducting business in several
industry-friendly locations 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 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.”
Effective September 25, 2019, the Company elected to convert the
Company from Nevada corporation to Wyoming corporation. On December
13, 2019, the Company amended its articles of incorporation.
The Company’s common stock is currently quoted on the OTC Markets
under the symbol “GSFI.”.
Business Overview
The Company operates as a holding company of its wholly owned
subsidiary, Green Stream Finance, Inc., a Wyoming corporation
founded in 2016. Green Stream Finance, Inc. has its offices in
Malibu, California, and New York. The Company is focused on
providing access to solar and renewable energy to energy consumers.
The Company is currently operating in multiple markets and is
prepared for conducting business in several industry-friendly
locations including California, Nevada, Arizona, Washington, New
York, New Jersey, Massachusetts, New Mexico, Colorado, Hawaii, and
Canada.
Green Stream Finance, Inc., and its wholly-owned subsidiary Green
Rain Solar, LLC, is a provider of community solar solutions to
underrepresented and/or growing market segments to homeowners,
landowners, commercial building owners in the United States.
“Community Solar” is a collection of solar panels in a publicly
shared space that generates electricity from the sun. These panels
are placed near homes and neighborhoods where they can provide
maximum benefit to people who typically may not have the ability to
use solar power. Green Stream works with property owners to develop
Community Solar by providing financing and teaming with experts in
the installation and management of such solar facilities.
The Company has partnered with selective world-class designers and
manufacturers of solar power solutions such as the famed architect
Anthony Morali of Renewable Energy Development LLC (“RED”), a
leading expert in solar infrastructure design. The Company hopes to
leverage these relationships to offer the unique solar energy
solutions provided by RED to the Company’s customers. The Company
currently has no manufacturing capabilities and will be reliant
upon third-parties to manufacturer the greenhouses and solar panels
it hopes to use in connection with its planned solar solutions.
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 is that we do
not sell solar panels, we sell energy solutions to our clients and
oversee the permits, management matters, and installation process.
We work with a group of contractors who design, procure, permit,
install, and interconnect a suitable solar energy solution to the
utility grid, simplifying the installation of Community Solar. 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
will 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, including solar
greenhouses designed by RED, and to introduce a highly customizable
and personalized approach to after-sales customer service through a
unique type of contractual relationship with its customers.
During the next six months it is the Company’s plan to:
| |
● |
Raise
capital to begin installing Community Solar projects. |
| |
● |
Initiate
aggressive online and offline marketing campaigns to build our
brand, market awareness, and recognition. |
| |
● |
Increase
sales via increased advertising and marketing
campaigns. |
| |
● |
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) private homeowners, (ii) local roofing
companies, (iii) solar installation companies, (iv) custom
homebuilders, (v) mass-market homebuilders and (vi) and commercial
building multi-unit residential owners. We are currently working
with commercial building and property owners in New York and New
Jersey.
Description of Products and Service
Green Stream endeavors to provide solar energy solutions to
underrepresented and/or growing market segments that seek renewable
energy solutions but don’t have direct access to them. We seek to
do this through offering solutions in Community Solar and with
Solar Greenhouses, the next evolution of the greenhouse.
Solar Greenhouses
A critical component to the Company’s mission 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.
Such greenhouses comprise an innovative and aesthetically pleasing
solar power system that is expected to significantly increase the
use of space in comparison with conventional greenhouses. 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 or other buildings.
The greenhouse designs are the brainchild of world-renowned
architect Mr. Antony Morali with whom the Company has engaged
through an Advisory Agreement to provide next-generation solar
energy solutions to underrepresented and/or growing market segments
to homeowners, landowners, commercial building owners. Mr. Morali
also serves as the lead designer of the Company’s current and
planned solar greenhouse construction projects. Renewable Energy
Development LLC (“RED”), a leading expert in solar infrastructure
design, is engaged in several large solar project constructions
within the New York metropolitan area.
Community Solar
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 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 some of the
highest electricity prices, the Company, through its subsidiary
Green Rain Solar, LLC, hopes to rent 50,000 to 100,000 square feet
of rooftop space in the near future to install its solar power
solution providing the option of renewable solar power to local
customers.
The Company expects to generate revenues through sales of
electricity directly to the building owners in the New York market.
Referral agreements with the local community members will be
essential to enter this market, particularly in New York, where the
Company will attempt to 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.
How Shared Solar Works:
Purchase Power Agreements and Lease Agreements
The Company believes that the revenues in key regions will be
derived directly from Purchase Power Agreements (PPAs) or simple
leasing agreements. Ultimately, a 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 would 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 is signed, a typical installation can
usually be completed in three to six months.
Typical Project Timeline
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 also expects to derive revenue through simple leasing
agreements in addition to PPAs. The Company hopes to 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.
Some of the programs will be dependent upon favorable tax treatment
and incentives from state, local and federal sources. Should there
be a decline in this type of government support it could affect our
profits or make the use of solar less desirable or cost effective.
See Government Incentives and Policies, below.
Plan of Operation
The Company plans to continue to marketing its renewable energy
generation systems, focusing on solar resources, as a replacement
of fossil fuel energy generation equipment. The Company intends to
do this by serving as the coordinating agent for leasing
arrangements and administration for alternative energy
installations. In the next twelve months we intend to focus on
projects in the $50,000 to $5,000,000 range. GSFI will provide
financing for those projects through investment of its own funds,
management of project-specific investor funds, and through leasing
of alternative energy equipment and components. As of the date of
this registration statement, we have entered into six (6) Solar
Roof Leases in the New York and New Jersey metropolitan area, each
for a term of twenty-five (25) years at $2,000 per month with
annual increases of 2%. The leases will not commence until the
Company has commenced construction of a solar facility at the site
the construction of each will cost the Company approximately $2,000
per month to lease and between approximately $60,000 to $2,000,000
to build depending on the specifications of the facility and any
applicable tax credits.
If the Company is able to raise sufficient funds, it hopes to enter
into larger leases for larger projects to increase its revenue
streams. To effectively fund our business plan, we will need to
raise additional capital. However, there can be no assurance that
the Company will be able to raise sufficient capital on terms
acceptable to the Company to complete any or all of these
projects.
Liquidity and Capital Resources.
At April 30, 2020, the Company had cash of $14,727 and net working
capital was ($577,062) as compared with $0 cash and net working
capital of ($112,714) at April 30, 2019 a decrease of ($464,348).
In 2020, funds used by the net loss of ($256,348) included:
expenditures for legal and professional fees. Funds were provided
by the sale of 1,000,000 shares of common stock. The Company needs
to obtain capital; however, no assurance can be given that it will
be able to obtain this capital on acceptable terms, if at all. In
such an event, this may have a materially adverse effect on the
Company’s business, operating results and financial condition. If
the need arises, the Company may attempt to obtain funding or pay
expenses through the continued sale or issuance of restricted
stock. The Company may also use various types of short term
funding, related party advances and expenses payment deferrals and
external loans. The Company’s auditors have issued a going concern
opinion.
Management is actively exploring additional required funding
through debt or equity financing pursuant to its plan. There is no
assurance that we will be successful in obtaining sufficient
financing on terms acceptable to us to fund continuing operations.
Management believes that the results of the management plan, the
Company’s existing resources and access to the capital markets will
permit us to fund planned operations and expenditures. We believe
that we will need to raise additional capital by way of equity,
debt, debentures, or other methods, to support the upcoming
clinical trials and operational expenses. Management is cautiously
optimistic, however, that it will be able to generate the funding
required to fund operations through the end of the year. However,
there can be no assurance that the Company will be able to raise
sufficient capital on terms acceptable to the Company to complete
any or all of these projects.
Key Suppliers and Contractors
We established important contractual relationship with Renewable
Energy Development LLC (“RED”), headed by Anthony Morali of 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. Both of these contractors are independent contractors who
perform services when requested by the Company. The loss of either
of these suppliers, particularly RED since we are marketing the
solutions and designs it provides, would have serious negative
effects on our business, as it would take time to establish
relationships with new contractors and suppliers with similar
expertise.
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. |
Employees
The Company has no full-time employees.
Patents and Trademarks
The
Company holds no patents, nor at this time, has any patent
pending.
The company relies on a combination of trade secrets and
contractual protections to establish and protect its intellectual
proprietary rights. It may rely on patents held by its partners
with whom it has contractual relationships.
Government Regulation
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
The Company does not have any plans to manufacture the products it
intends to market, sell and install. The manufacturers of these
products may use, generate, and discharge toxic, volatile, or
otherwise hazardous chemicals and wastes in its research and
development, manufacturing, and construction activities. These
companies will likely 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. If these companies do not comply
with these regulations and are unable to manufacture the products
we intend to market and sell, we may be adversely effected if we
are unable to obtain replacement manufacturers and products which
may be costly and may have a material adverse effect on our
business and results of operations.
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.
Please see further Item 1A. Risk Factors, set forth below.
ITEM 1A. RISK FACTORS
An investment in our common stock involves a high degree of risk.
An investor should carefully consider the following risk factors
and the other information in this registration statement before
investing in our common stock. Our business and results of
operations could be seriously harmed by any of the following
risks.
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.
RISKS RELATED TO THE COVID-19 PANDEMIC
The recent COVID-19 pandemic may adversely affect our
business, and ability to file timely and accurate financial
information.
The COVID-19 pandemic has materially and adversely impacted the
U.S. economy and financial markets, with legislative and regulatory
responses including unprecedented monetary and fiscal policy
actions across all sectors, and there is significant uncertainty as
to timing of stabilization and recovery. Because we are in the
development stage, the complete impact on our business from the
recent outbreak of the COVID-19 coronavirus is unknown at this time
and difficult to predict, various aspects of our business are being
adversely affected by it and may continue to be adversely
affected.
Our ability to start projects and raise funding could be
adversely impacted by COVID-19 and the stay at home orders of
certain states and localities/
While the COVID-19 pandemic is adversely impacting all sectors of
the economy, we may be subject to certain specific risks:
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We
are attempting to raise capital through an offering pursuant to
Regulation A of the Securities Act. Due to economic conditions
investors may be hesitant to invest in new and emerging
companies. |
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Locations
where we intend to build facilities and place equipment are
currently under stay at home orders from state and local
governments that prevent construction and are delaying permitting
of potential projects. |
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The
significant decrease in oil prices lessens the appeal of solar
installations as it takes longer to recover the upfront
installation costs and makes pricing less competitive against
fossil fuels/ |
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. As demand for solar
panels may 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.
The Company’s management has no specific experience in the
design and installation of solar systems and relies on consultants
and other third parties.
The Company has partnered with Anthony Morali and Renewable Energy
Development LLC (“RED”), a leading expert in solar infrastructure
design as the Company’s management does not have specific
experience in the installation and design of solar systems. Should
the Company not be able to maintain these relationships it would
have a significant impact on our ability to continue with our
business plan.
We require 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 2020 and 2021 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.
You could suffer dilution should the Series B Convertible
Preferred Stockholders convert their shares.
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 600,000,000,000 shares of common stock could be issued
to the holders thereof (i.e. more than the current number of
authorized shares). This could cause you to suffer immediate and
significant dilution such that the percentage of shares held by
current shareholders after full conversion of the 600,000 Series B
Convertible Preferred stock would be less than .1%.
Our liability insurance may not be adequate in a catastrophic
situation.
We do not currently maintain property damage insurance or product
liability insurance. Material damage to, or the loss to our
facilities or equipment due to fire, severe weather, flood or other
catastrophe, even if insured against, could result in a significant
loss to the Company.
The services we intend to provide to customers may not gain
market acceptance, which would prevent us from achieving sales and
market share.
The market for solar power is emerging and rapidly evolving, and
its future success is uncertain, especially when solar power
services are combined with other products such as greenhouses. If
solar power technology proves unsuitable for widespread commercial
deployment or if demand for solar power products fails to develop
sufficiently, we would be unable to achieve sales and market share.
In addition, demand for solar power in the markets and geographic
regions we target may not develop or may develop more slowly than
we anticipate. Many factors may influence the widespread adoption
of solar power technology and demand for solar power,
including:
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Performance
and reliability of solar power products as compared with
conventional and non-solar alternative energy products; |
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Cost-effectiveness
of solar power technologies as compared with conventional and
competitive alternative energy technologies; |
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Success
of alternative distributed generation technologies such as hydrogen
fuel cells, wind turbines, bio-diesel generators, and large-scale
solar thermal technologies; |
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Fluctuations
in economic and market conditions that impact the viability of
conventional and competitive alternative energy
sources; |
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Increases
or decreases in the prices of oil, coal and natural
gas; |
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Capital
expenditures by customers, who tend to decrease when domestic or
foreign economies slow; and |
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Continued
deregulation of the electric power industry and broader energy
industry. |
We face intense competition from other system integrators and
other energy generation products. If we fail to compete
effectively, we may be unable to increase our market share and
sales.
The mainstream power generation market and related product sectors
are well established, and we are competing with power generation
from more traditional processes that can generate power at lower
costs than most renewable or environmentally driven processes.
Further, within the renewable power generation and technologies
markets, we face competition from other methods of producing
renewable or environmentally positive power. Then, the solar power
market itself is intensely competitive and rapidly evolving. Our
competitors have established market positions more prominent than
ours, and if we fail to attract and retain customers, we may be
unable to achieve sales and market share. There are a number of
major multi-national corporations that provide solar installation
services such as REC, Solar City, and Sunpower Corporation.
Established integrators are growing and consolidating, including
GoSolar, Sunwize, Sunenergy, and Real Good Solar and we expect that
future competition will include new entrants to the solar power
market. Further, many of our competitors may be developing or may
be currently providing products based on new solar power
technologies that may have costs similar to, or lower than, our
projected costs.
Some of our competitors are substantially larger than we are, have
longer operating histories and have substantially greater
financial, technical, manufacturing and other resources than we do.
Our competitors’ greater sizes in some cases provide them with
competitive advantages with respect to manufacturing costs and the
ability to allocate costs across a greater volume of production and
purchase raw materials at lower prices. They also have far greater
name recognition, an established distribution network and an
installed base of customers. In addition, many of our competitors
have well-established relationships with current and potential
resellers, which have extensive knowledge of our target markets. As
a result, our competitors will be able to devote greater resources
to the research, development, promotion, and sale of their products
and may be able to respond more quickly to evolving industry
standards and changing customer requirements than we can.
Our sales and installations are subject to seasonality of
customer demand and weather conditions which are outside of our
control.
Our sales are subject to the seasonality of when customers buy
solar energy systems. Historically, we are expected to experience
spikes in orders during the spring and summer months which, due to
lead time, result in installations and revenue increase during the
summer and fall. Tax incentives can generate additional backlog
prior to the end of the year, depending upon the incentives
available and whether customers are looking to take advantage of
such incentives before the end of the year.
Our ability to construct systems outdoors may be impacted by
inclement weather, which can be most prominent in our geographic
installation regions during the first and fourth quarters of the
year. As a result of these factors, our first quarter is generally
our slowest quarter of the year. If unexpected natural events occur
and we are unable to manage our cash flow through these seasonal
factors, there could be a negative impact on our financial
position, liquidity, results of operations and cash flow.
Our inability to respond to changing technologies and issues
presented by new technologies could harm our
business.
The solar energy industry is subject to technological change. If we
rely on products and technologies that cease to be attractive to
customers, or if we are unable to respond appropriately to changing
technologies and changes in product function or quality, we may not
be successful in capturing or retaining significant market share.
In addition, any new technologies utilized in our solar energy
systems may not perform as expected or as desired, in which event
our adoption of such products or technologies may harm our
business.
We rely heavily on a limited number of designers, suppliers,
installers and other vendors, and if these companies were unable to
deliver critical components and services, it would adversely affect
our ability to operate and our financial results.
We rely on a limited number of third-party suppliers to provide the
components used in our solar-panel based greenhouses and our solar
energy systems. We also rely on key vendors to provide internal and
external services which are critical to our operations, including
installation of solar energy systems, accounting and customer
relationship management software, facilities and communications.
The failure of our suppliers and vendors to supply us with products
and services in a timely manner or on commercially reasonable terms
could result in lost orders, delay our project schedules, limit our
ability to operate and harm our financial results. If any of our
suppliers or vendors were to fail to supply our needs on a timely
basis or to cease providing us key components or services we use,
we would be required to secure alternative sources of supply. We
may have difficulty securing alternative sources of supply. If this
were to occur, our business would be harmed.
The installation and ongoing operation of solar energy
systems involves significant safety risks.
Solar energy systems generate electricity, which is inherently
dangerous. Installation of these systems also involves the risk of
fire, personal injuries occurring at the job site and other risks
typical of construction projects. Although we take many steps to
assure the safe installation and operation of our solar energy
systems and greenhouse, and maintain insurance against such
liabilities, we may nevertheless be exposed to significant losses
arising from personal injuries or property damage arising from our
projects.
United States trade policy affects our ability to purchase
domestic solar panels.
One of the effects of the United States tariffs on imported solar
panels, including solar panels from China, is an increased demand
for products manufactured in the United States which may affect
both our ability to purchase solar panels and the price and other
terms at which solar panels are available to us. Because of the
increased demand for domestically manufactured solar panels, we
cannot assure you that, if we seek to purchase solar panels from
Renewable Energy Development, a New York-based company, it will
have the capacity to fill our orders at a commercially reasonable
price or that we will be able to purchase solar panels from other
suppliers at a reasonable cost. Our inability to obtain
domestically produced solar panels can impair our ability to
generate revenue and maintain reasonable gross margins.
Changes in net metering regulations could impair the market
for solar products.
Net metering is a billing mechanism that credits solar energy
system owners for the electricity that they add to the electricity
grid. If the owner of a solar system generates more electricity
than it consumes, the excess electricity is sold back to the grid.
California’s first net metering policy set a “cap” for the three
investor-owned utility companies in the state: Pacific Gas &
Electric (PG&E), San Diego Gas & Electric (SDG&E), and
Southern California Edison (SCE). All three have reached their cap
where total solar installations in each utility’s territory were
capped at five percent of total peak electricity demand. The
California Public Utilities Commission (CPUC) created the known as
“Net Metering 2.0” (NEM 2.0) that extends California net metering.
NEM 2.0 is slightly different from the first net metering policy.
Under NEM 2.0, customers will still receive the retail credit for
electricity produced but will be required to pay more in
Non-Bypassable Charges. NEM 2.0 also requires new solar customers
to pay a one-time Interconnection Application Fee, the amount of
which is dependent upon the utility company. For systems under 1MW,
this fee is $132 for San Diego Gas & Electric, $145 for Pacific
Gas & Electric, and $75 for Southern California Edison. NEM 2.0
customers are also required to use Time of Use (ToU) rates. These
changes alter the return on investment for solar customers, and our
pricing needs to reflect this change in order for the purchase of a
solar system to be economically attractive to the customer, which
may be reflected in lower prices and reduced margins.
To the extent that utility companies are not required to purchase
excess electricity from owners of solar systems or are permitted to
lower the amounts paid, the market for solar systems may be
impaired. Because net metering can enable the solar system owner to
further reduce the cost of electricity by selling excess
electricity to the utility company, any elimination or reduction of
this benefit would reduce the cost savings from solar energy. We
cannot assure you that net metering will not be eliminated, or the
benefits significantly reduced for future solar systems which may
dampen the market for solar energy.
Although we are not regulated as a utility company, changes
in regulations may subject us to regulation as a
utility.
We are presently exempt from regulation as a utility as we have
“qualifying facility” status with the Federal Energy Regulatory
Commission for all of our qualifying solar energy projects. Any
local, state, federal or foreign regulations which classify us as a
utility could place significant restrictions on our ability to
operate our business by prohibiting or otherwise restricting our
sale of electricity. If we were subject to the same state, federal
or foreign regulatory authorities as utility companies in the
United States or if new regulatory bodies were established to
oversee our business in the United States or in foreign markets
such as China, then our operating costs would materially increase,
which would impair our ability to generate a profit from our
business.
Our business would be impaired if we lose our licenses, if
more stringent government regulations are enacted or if we fail to
comply with the growing number of regulations pertaining to solar
energy and consumer financing industries.
Our business is or may become subject to numerous federal and state
laws and regulations. The installation of solar energy systems
performed by us is subject to oversight and regulation under local
ordinances, building, zoning and fire codes, environmental
protection regulation, utility interconnection requirements, and
other rules and regulations. The financing transactions the Company
are subject to numerous consumer credit and financing regulations.
The consumer protection laws, among other things:
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require
us to obtain and maintain licenses and qualifications; |
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limit
certain interest rates, fees and other charges we are allowed to
charge; |
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limit
or prescribe certain terms of the loans to our customers;
and |
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require
specific disclosures and the use of special contract
forms. |
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 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;
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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.
There are certain allegations of the existence of the number
of promissory notes of the Company that may result in litigation
against the Company.
A number of third parties purportedly acting together allege the
existence of certain Purported Notes, as defined in Legal
Proceedings on page 32. 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 litigation and
substantial losses for the Company. In the event the claimants
prevail with regard to the Purported Notes, the total amount of
losses may be in excess of $16,427,143, not taking the accrued
interest and legal fees into account. Please additionally review
Legal Proceedings on page 32.
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.), we own no
patents and 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.
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 Company’s 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.
This choice of forum provision does not preclude or contract the
scope of exclusive federal jurisdiction for any actions brought
under the Exchange Act. Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and
regulations thereunder. As a result, the exclusive forum provision
will not apply to suits brought to enforce any duty or liability
created by the Exchange Act or any other claim for which the
federal courts have exclusive jurisdiction, and the Company does
not intend for the exclusive forum provision to apply to Exchange
Act claims. It could apply, however, to a suit that falls within
one or more of the categories enumerated in the exclusive forum
provision and that asserts claims under the Securities Act,
inasmuch as 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. There is uncertainty as to
whether a court would enforce such an exclusive forum provision
with respect to claims under the Securities Act. In addition, our
stockholders will not be deemed to have waived the Company’s
compliance with the federal securities laws and the rules and
regulations thereunder. Subject to the foregoing, any person or
entity purchasing or otherwise acquiring any interest in shares of
capital stock of the corporation shall be deemed to have notice of
and consented to this provision of our Bylaws.
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 auditors have indicated doubt about our ability to
continue as a going concern.
Our auditors have 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.
We have a history of operating losses and there can be no
assurance that we can achieve or maintain
profitability.
We have a history of operating losses and may not achieve or
sustain profitability due to the competitive and evolving nature of
the industries in which we operate. Our failure to sustain
profitability could adversely affect the Company’s business,
including our ability to raise additional funds.
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, bylaws and by 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 authorize 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.
Our business model with an immediate focuses on developing solar
panel greenhouses products. Developing a new product under a new
brand with solar technology and red glass exposes us to many risks
and uncertainties that are new to our business. We have limited
experience in the design, manufacture, marketing, distribution and
sale of consumer-oriented products. Our ability to be successful
with our line of consumer-oriented products will depend on a number
of factors, including whether:
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We
can achieve and maintain customer acceptance of our new
products; |
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We
can rapidly develop and successfully introduce large numbers of new
products in response to changing customer preferences; |
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We
can maintain an adequate level of product quality over multiple
consumer lines products which must be designed, manufactured and
introduced rapidly to keep pace with changing consumer preferences
and competitive factors; |
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We
can successfully manage our third-party contract designers and
manufacturers located outside and/or inside the U.S. on whom we are
heavily dependent for the production of our consumer-oriented
products; |
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We
can successfully distribute our consumer-oriented products through
distributors, wholesalers, internet retailers and traditional
retailers (many of whom distribute products from competing
manufacturers) on whom we are heavily dependent; and |
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We
can successfully manage the substantial inventory and other asset
risks associated with the manufacture and sale of our products,
given the rapid and unpredictable pace of product obsolescence in
solar panel markets. |
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.
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. The
trading volume of our Common Stock may be and has been limited and
sporadic. This situation is attributable to a number of factors,
including the fact that we are a small company that is relatively
unknown to stock analysts, stock brokers, institutional investors
and others in the investment community that generate or influence
sales volume, and that even if we came to the attention of such
persons, they may tend to be risk-averse and would be reluctant to
follow an unproven company such as ours or purchase or recommend
the purchase of our shares of Common Stock until such time as we
became more seasoned and viable. As a consequence, there may be
periods when trading activity in our shares is minimal, as compared
to a seasoned issuer that has a large and steady volume of trading
activity that will generally support continuous sales without an
adverse effect on share price. We cannot give any assurance that a
broader or more active public trading market for our common stock
will develop or be sustained, or that current trading levels will
be sustained.
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.
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.
Some of the factors that could negatively affect our share price or
result in fluctuations in the price or trading volume of our common
stock include:
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actual
or anticipated variations in our quarterly operating results or
dividends; |
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changes
in our funds from operations or income estimates; |
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publication
of research reports about us or solar energy industry; |
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changes
in market valuations of similar companies; |
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adverse
market reaction to any additional debt we incur in the
future; |
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additions
or departures of key management personnel; |
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actions
by institutional stockholders; |
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speculation
in the press or investment community; |
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the
realization of any of the other risk factors presented in this
offering circular; |
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the
extent of investor interest in our securities; |
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investor
confidence in the stock and bond markets, generally; |
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changes
in tax laws; |
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future
equity issuances; |
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failure
to meet income estimates; and |
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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. 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 600,000,000,000 shares of common stock could be
issued to the holders thereof (i.e. more than the current
number of authorized shares).
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.
ITEM 2. FINANCIAL INFORMATION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
PLAN OF OPERATION
The following Management’s Discussion and Analysis of Financial
Condition and Plan of Operations (“MD&A”) is intended to help
you understand our historical results of operations during the
periods presented and our financial condition. This MD&A should
be read in conjunction with our consolidated financial statements
and the accompanying notes to consolidated financial statements and
contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements. All
forward-looking statements speak only as of the date on which they
are made. We undertake no obligation to update such statements to
reflect events that occur or circumstances that exist after the
date on which they are made.
General
Although Green Stream Holdings, Inc. ( the “Company”) was 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. Pursuant
to the Acquisition and Merger Agreement the Company acquired 96% of
the capital stock of Green Stream Finance, Inc., a Wyoming
corporation, in exchange for 600,000 shares of newly created Series
B Preferred Stock of the Company. Subsequent to the Acquisition the
Company began conducting business solely as a holding company of
Green Stream Finance, Inc. Further, following the Acquisition, 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 registration statement, 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 registration statement, we have not yet
commenced business operations, as we are currently in our
organizational and development stage. 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.
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.
Selected Financial Data
We are a smaller reporting Company as defined by 17 C.F.R
229(10)(f)(i) and are not required to provide the information under
this heading.
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 greenhouses, sales
of Community Solar installations, and development of Company owned
Community Solar installations. Development of solar greenhouses is
dependent upon or continued relationship with RED and Anthony
Morali. We also seek to capitalize on the agreements in principal
we have with several commercial buildings owners where we hope to
install solar systems where we will market our solar power solution
to customers close to those facilities and capitalize on tax
incentives for solar power generation and the sale of excess
capacity back to local utilities. 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 our Regulation A
offering in our efforts related to research and development in
conjunction with RED, 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 company. We do not
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 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.
If we are unable to raise the net proceeds from our Regulation A
Offering that we believe are needed to fund or business plan, 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 offering.
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.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results
of operations are based on our financial statements that have been
prepared under accounting principle generally accepted in the
United States of America. The preparation of financial statements
in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
A summary of significant accounting policies is included in Note 2
to the consolidated financial statements included in this
Registration Statement. Of these policies, we believe that the
following items are the most critical in preparing our financial
statements.
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.
Most Recent accounting pronouncements
Refer to Note 1 in the accompanying consolidated financial
statements.
Impact of Most Recent Accounting Pronouncements
There were no recent accounting pronouncements that have had a
material effect on the Company’s financial position or results of
operations.
ITEM 3. PROPERTIES
The Company leases the premises located at 16618-16620 Marquez
Avenue, Pacific Palisades, Los Angeles, California, 90272 pursuant
to a lease agreement dated May 22, 2019 (the “California Lease”).
The lease is for a term of 36 months at $6,300 per month.
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 lease is for a term of 24 months at $350 per
month.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the number of shares of Common Stock of
our Company as of September 28, 2020, the Record Date, that are
beneficially owned by (i) each person or entity known to our
Company to be the beneficial owner of more than 5% of the
outstanding Common Stock; (ii) each officer and director of our
Company; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of Common Stock by our
principal stockholders and management is based upon information
furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under
these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes
the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the
voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right
to acquire beneficial ownership within sixty (60) days. Under the
rules of the SEC, more than one person may be deemed to be a
beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he/she may not
have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.
The business address of each beneficial owner listed is in care of
16620 Marquez Ave Pacific Palisades, CA 90272 unless otherwise
noted. Except as otherwise indicated, the persons listed below have
sole voting and investment power with respect to all shares of our
Common Stock owned by them.
As of September 28, 2020, we had 63,395,665 shares of Common Stock
and of:
| |
· |
1,000,000
authorized 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. There are
53,000 shares issued and outstanding or 53 votes. |
| |
· |
1,000,000
authorized 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.
Additionally, the Preferred B Shares are non-dilutive. There are
600,000 shares issued and outstanding or 600,000,000,000
votes. |
| |
· |
10,000,000
authorized 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. There are 760,000 shares
issued and outstanding or 760 votes. |
| Name
of Beneficial Owner (1) |
|
Common Stock
Beneficially Owned (1) |
|
|
Percentage
of Common Stock Owned (1) |
|
|
Shares
of Series B Preferred Stock Held (2) |
|
|
Percentage of
Series B Preferred Held |
|
|
Number
of Total Voting Shares |
|
|
Percentage
of Total Voting Shares |
|
| Madeleine
Cammarata, CEO and President |
|
|
2,000,000 |
|
|
|
3.2% |
|
|
|
600,000 |
|
|
|
100% |
|
|
|
600,000,000,000 |
|
|
|
99.99% |
|
| Richard
Rodgers, Director |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| James
Ware, Director |
|
|
1,000,000 |
|
|
|
1.6% |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Directors and Officers (3
people) |
|
|
3,000,0006 |
|
|
|
4.7% |
|
|
|
600,000 |
|
|
|
100% |
|
|
|
600,003,000,000 |
|
|
|
99.99% |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other 5%
Shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Jason
D Cohan |
|
|
19,739,041 |
|
|
|
31.1% |
|
|
|
0 |
|
|
|
0 |
|
|
|
19,739,041 |
|
|
|
.003% |
|
| Mark
Markham |
|
|
1,436,255 |
|
|
|
2.3% |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,436,255 |
|
|
|
.00024% |
|
(1) Applicable percentage
ownership is based on 63,395,665 shares of Common Stock outstanding
as of July 1, 2020. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission
and generally includes voting or investment power with respect to
securities. Shares of Common Stock that are currently exercisable
or exercisable within 60 days of July 1, 2020 are deemed to be
beneficially owned by the person holding such securities for the
purpose of computing the percentage of ownership of such person,
but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.
(2) The 1,000,0000 shares
of Series B Preferred Shares have the right to vote in the
aggregate, on all shareholder matters votes equal to 99% of the
total shareholder vote on any and all shareholder matters. The
Series B Preferred Stock will be entitled to this 99% voting right,
representing at present 600,000,000,000 votes based on the
26,700,665 shares of Common Stock outstanding, no matter how many
shares of Common Stock or other voting stock of the Company’s stock
are issued and outstanding in the future.
ITEM 5. DIRECTORS AND EXECUTIVE
OFFICERS; KEY EMPLOYEES
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 |
| Madeleine
Cammarata |
|
President,
Treasurer, Director |
|
39 |
|
February
14, 2019 |
| James
Ware |
|
Director |
|
47 |
|
February
14, 2019 |
| Richard
Rodgers |
|
Director |
|
55 |
|
May
26, 2020 |
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.
Madeleine Cammarata, President, Treasurer, and Director
Prior to joining the Company in February 2019, Ms. Cammarata, a
legend on the famous Melrose strip, has served as the Chief
Executive Officer of Chuck’s Vintage, Inc., a denim-focused
clothing store, which she co-built and managed since January 2004.
Known as the “denim damsel”, Ms. Cammarata 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.
James Ware, Director
Mr. Ware joined Green Stream as a Director in February 2019.
Simultaneously therewith and since January 2013, Mr. Ware has
served as the CEO of Gravity Pro Holdings, LLC, a developer of
health and fitness equipment. From August 1997 to May 2003, Mr.
Ware was the Vice-President and COO of Bright Minds of The Future,
Inc. and from 1999 to 2002 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 will be involved in the sales division of the
company as well as acting in the capacity of VP of Solar
Construction. From 2010 through 2015 Mr. Ware was the founder and
the owner of the luxury car and limousine services company Majestic
Luxury Services LLC. Additionally, for the last two years he worked
as an independent consultant for various project managers. Mr. Ware
attended the University of St. Thomas in St. Paul, Minnesota on a
four year football scholarship.
Richard Rodgers
Mr. Rodgers joined the Board of Directors on May 26, 2020. Richard
Rodgers has more than 20 years’ experience in commercial lending.
He has been Managing Partner and Executive Director at Acculend
since 2006, arranging low-cost debt financing solutions for
multifamily and mixed-use properties nationwide with an emphasis on
Owner Occupied Commercial Real Estate loans. Acculend specializes
in Government Guaranteed Lending standards, combined with
conventional lending, putting small businesses in position to grow
and expand. Prior thereto and from 2002, Mr. Rodgers was a Branch
Manager and Vice President of American Home Mortgage. Mr. Rodgers
is New York State Licensed Real Estate Associate Broker.
Family Relationships
There are no familial relationships among any of our officers or
directors. None of our directors or officers is a director in any
other reporting companies except as disclosed. The Company is not
aware of any proceedings to which any of the Company‚ officers or
directors, or any associate of any such officer or director, is a
party adverse to the Company or any of the Company subsidiaries or
has a material interest adverse to it or any of its
subsidiaries.
ITEM 6. EXECUTIVE
COMPENSATION.
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 |
| Madeleine
Cammarata |
|
President,
Treasurer, Director |
|
0 |
|
0 |
|
0 |
| Ray
Anam (1) |
|
Secretary,
Director |
|
0 |
|
0 |
|
0 |
| James
Ware |
|
Director |
|
0 |
|
0 |
|
0 |
| Ashley
Gordon (2) |
|
Director |
|
0 |
|
0 |
|
0 |
| Richard
Rodgers |
|
Director |
|
0 |
|
0 |
|
0 |
| |
(1) |
Resigned
as an officer and director of the Company on April 10,
2020 |
| |
(2) |
Resigned
September 14, 2020. |
Employment Agreements
The Company does not have any agreements with its officers or
directors.
Compensation of Directors
Our board of directors has not received any compensation to
date.
ITEM 7. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Related Party Transactions
The Company does not have any related party transactions.
ITEM 8. LEGAL PROCEEDINGS.
From time to time, we may become involved in various 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 compromise 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. Subsequent to the
Company’s acquisition of Green Stream Finance Inc. (the
“Acquisition”), disputes arose between certain holders of the
shares of the Company’s preferred stock (the “Preferred Holders”),
the Company, and Madeleine Cammarata personally.
The Company, Madeleine Cammarata, and Preferred Holders entered a
settlement agreement on May 29, 2019 (the “Settlement”). The
Settlement required the Preferred Holders to return their preferred
shares for cancelation and accept common stock and certain
payments. Additionally, the Preferred Holders and others have
asserted the existence of certain outstanding promissory notes (the
“Notes”) in the amount of approximately $16,427,143, not including
accrued interest.
The Company, however, believes that the Notes are unverifiable
therefore void or voidable. The Settlement was amended by the
Parties on October 10, 2019, and the Settlement, as amended,
required the Company to include certain provisions regarding the
Notes and to qualify its Regulation A Offering by March 9, 2020, or
the Company would be required to issue 150,000 shares of Series B
Convertible Preferred Stock in an amount that would grant them
significant voting rights though would not result in voting control
of the Company. Notwithstanding the foregoing, the Preferred
Holders claim that the Company broke the Settlement Agreement and
that they are entitled to the Series B Preferred Shares. The
Company disputes that there was any neglect in the Settlement
Agreement by the Company and disputes the Preferred Holders’
entitlement to any shares of the Company’s Series B Preferred
Stock.
In the event the Eagle Oil Parties file a lawsuit in a court of
competent jurisdiction and prevail, the Preferred Holders may be
entitled to a total of 150,000 shares Series B Preferred Stock,
together with other and further relief awarded by the court.
On August 16, 2020, without either party admitting or denying any
wrongdoing, the Company and the Eagle Oil Parties reached an
agreement to settle the Action in consideration for the dismissal
of the Action, mutual general releases, the return of the Eagle Oil
Parties 2,500,000 shares of common stock and any and all rights to
any and all allegedly owned securities or debt of the Company
including, but not limited the 150,000 shares of Series B
Convertible Preferred Stock the Eagle Oil Parties asserted they
owned in a Schedule 13G filing plus any rights to any Purported
Notes. The Company agreed to pay the Eagle Oil Parties the sum of
Two Hundred Thousand Dollars ($200,000) by November 5, 2020, and
the parties agreed to not make any disparaging statements about
each other. A formal settlement agreement and stipulation to
dismiss the Action has been entered into the record.
Relevant Background Facts
Subsequent to the Company’s acquisition of Green Stream Finance
Inc. (the “Acquisition”), disputes arose between certain holders of
the shares of the Company’s preferred stock (the “Preferred
Holders”), the Company, and Madeleine Cammarata personally. The
Company, Madeleine Cammarata, and Preferred Holders entered a
settlement agreement on May 29, 2019 (the “Settlement”). The
Settlement required the Preferred Holders to return their preferred
shares for cancelation and accept common stock and certain
payments.
Additionally, the Preferred Holders and others have asserted the
existence of certain outstanding promissory notes (the “Notes”) in
the amount of approximately $16,427,143, not including accrued
interest. The Company, however, believes that the Notes are
unverifiable therefore void or voidable.
The Settlement was amended by the Parties on October 10, 2019, and
the Settlement, as amended, required the Company to include certain
provisions regarding the Notes and to qualify its Regulation A
Offering by March 9, 2020, or the Company would be required to
issue 150,000 shares of Series B Convertible Preferred Stock in an
amount that would grant them significant voting rights though would
not result in voting control of the Company.
Notwithstanding the foregoing, the Preferred Holders claim that the
Company broke the Settlement Agreement and that they are entitled
to the Series B Preferred Shares. The Company disputes that there
was any neglect in the Settlement Agreement by the Company and
disputes the Preferred Holders’ entitlement to any shares of the
Company’s Series B Preferred Stock. In the event the Eagle Oil
Parties file a lawsuit in a court of competent jurisdiction and
prevail, the Preferred Holders may be entitled to a total of
150,000 shares Series B Preferred Stock, together with other and
further relief awarded by the court.
On August 16, 2020, without either party admitting or denying any
wrongdoing, the Company and the Eagle Oil Parties reached an
agreement to settle the Action in consideration for the dismissal
of the Action, mutual general releases, the return of the Eagle Oil
Parties 2,500,000 shares of common stock and any and all rights to
any and all allegedly owned securities or debt of the Company
including, but not limited the 150,000 shares of Series B
Convertible Preferred Stock the Eagle Oil Parties asserted they
owned in a Schedule 13G filing plus any rights to any Purported
Notes. The Company agreed to pay the Eagle Oil Parties the sum of
Two Hundred Thousand Dollars ($200,000) by November 5, 2020, and
the parties agreed to not make any disparaging statements about
each other. A formal settlement agreement and stipulation to
dismiss the Action has been entered into the record.
ITEM 9. MARKET FOR REGISTRANT’S
COMMON STOCK AND RELATED STOCKHOLDER MATTER
Market Information
Our common stock is traded on the OTC Pink Sheets Market, an
alternative trading system, under the symbol GSFI. For the periods
indicated, the following table sets forth the high and low bid
prices per share of common stock. The below prices represent
inter-dealer quotations without retail markup, markdown, or
commission and may not necessarily represent actual
transactions.
| |
|
Price
Range* |
|
| Period |
|
High |
|
|
Low |
|
| Year
Ending April 30, 2019: |
|
|
|
|
|
|
|
|
| First
Quarter |
|
$ |
3.3333 |
|
|
$ |
0.0333 |
|
| Second
Quarter |
|
$ |
3.3333 |
|
|
$ |
3.3333 |
|
|
Third Quarter |
|
$ |
3.3333 |
|
|
$ |
0.0333 |
|
| Fourth
Quarter |
|
$ |
3.3333 |
|
|
$ |
0.0333 |
|
| Year
Ending April 30, 2020 |
|
|
|
|
|
|
|
|
| First
Quarter |
|
$ |
4.10 |
|
|
$ |
.41 |
|
| Second
Quarter |
|
$ |
2.50 |
|
|
$ |
.87 |
|
| Third
Quarter |
|
$ |
1.10 |
|
|
$ |
0.30 |
|
| Fourth
Quarter |
|
$ |
1.79 |
|
|
$ |
0.30 |
|
*Price adjusted to reflect 30,000 for 1 reverse split on April 29,
2019
As of September 28, 2020, there were approximately 293 holders of
record of our common stock.
Dividends. We have never declared or paid any cash dividends
on our common stock nor do we anticipate paying any in the
foreseeable future. We expect to retain any future earnings to
finance our operations and expansion. The payment of cash dividends
in the future will be at the discretion of our Board of Directors
and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers
relevant.
Equity Compensation Plans. We do not have any equity
compensation plans.
Penny Stock Considerations
Our shares are considered “penny stocks,” as that term is generally
defined in the Securities Exchange Act of 1934 to mean equity
securities with a price of less than $5.00. Thus, our shares will
be subject to rules that impose sales practice and disclosure
requirements on broker-dealers who engage in certain transactions
involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny
stock to anyone other than an established customer must make a
special suitability determination regarding the purchaser and must
receive the purchaser's written consent to the transaction prior to
the sale, unless the broker-dealer is otherwise exempt.
In addition, under the penny stock regulations, the broker-dealer
is required to:
| |
· |
Deliver,
prior to any transaction involving a penny stock, a disclosure
schedule prepared by the Securities and Exchange Commission
relating to the penny stock market, unless the broker-dealer or the
transaction is otherwise exempt; |
| |
|
|
| |
· |
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities; |
| |
|
|
| |
· |
Send
monthly statements disclosing recent price information pertaining
to the penny stock held in a customer's account, the account's
value, and information regarding the limited market in penny
stocks; and |
| |
|
|
| |
· |
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement to the transaction, prior to conducting any penny stock
transaction in the customer's account. |
Because of these regulations, broker-dealers may encounter
difficulties in their attempt to sell shares of our common stock,
which may affect the ability of holders to sell their shares in the
secondary market and have the effect of reducing the level of
trading activity in the secondary market. These additional sales
practice and disclosure requirements could impede the sale of our
securities, if our securities become publicly traded. In addition,
the liquidity for our securities may be decreased, with a
corresponding decrease in the price of our securities.
Our shares are subject to such penny stock rules and our
shareholders will, in all likelihood, find it difficult to sell
their securities.
ITEM 10. RECENT SALES OF
UNREGISTERED SECURITIES
In February of 2019, the Company acquired Green Stream Finance Inc.
and the President of Green Stream Finance, Madeleine Cammarata was
issued 600,000 founder Preferred B shares and became the President
of the Company. The Preferred B shares would be convertible at a
rate of 1,000,000 common shares for each share of Preferred B. The
President correspondingly has 600,000,000,000 voting common shares
at her control.
On April 29, 2019, the Company effected a reverse split of its
common stock on the basis of 30,000 old common shares for 1 new
common share. 25,497,233 shares of the common stock were then
issued in exchange for the shares of Green Stream Finance Inc.
On December 2, 2019, the Company issued a total of 266,665 shares
to 5 people pursuant to a settlement agreement.
ITEM 11. DESCRIPTION OF REGISTRANT’S
SECURITIES TO BE REGISTERED
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.” 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.
The Company is currently authorized to issue a total of
10,012,000,000 shares of capital stock which 10,000,000,000 shares
are designated Common Stock with a par value of $0.001 and
12,000,000 shares are designated 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
hereof:
| |
● |
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. |
If we are required to convert all of our outstanding shares of
preferred stock we will have insufficient shares of authorized
common stock to do so. Therefore, under Wyoming law, the Board of
Directors would be required to propose an amendment to the
Company’s Articles of Incorporation to include the number of
authorized shares of common stock which would then be required to
be approved by the Company shareholders.
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.
ITEM 12. INDEMNIFICATION OF
DIRECTORS AND OFFICERS.
Our directors and officers are indemnified by our articles of
incorporation and bylaws to the fullest extent legally permissible
under the laws of Wyoming against all expenses, liability and loss,
reasonably incurred by them in connection with the defense of any
action, suit or proceeding in which they are a party by reason of
being or having been directors or officers of the Company. Unless
our Board determines by a majority vote of a quorum of
disinterested directors that, based upon the facts known, such
person acted in bad faith and in a manner that such person did not
believe to be in or not opposed to our best interest (or, with
respect to any criminal proceeding, that such person believed or
had reasonable cause to believe his conduct was unlawful), costs,
charges and expenses (including attorneys’ fees) incurred by such
person in defending a civil or criminal proceeding shall be paid by
the Company in advance upon receipt of an undertaking to repay all
amounts advanced if it is ultimately determined that the person is
not entitled to be indemnified by the Company as authorized by the
bylaws, and upon satisfaction of other conditions required by
current or future legislation. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended,
may be permitted to such directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses incurred or
paid by such director, officer or controlling person in the
successful defense of any action, suit or proceeding, is asserted
by such director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
ITEM 13. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
The financial statements required by this Item begin on page
F-1.
ITEM 14. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
None
ITEM 15. FINANCIAL STATEMENTS AND
EXHIBITS.
(a) Financial Statements and Schedules
The consolidated financial statements required to be filed as part
of this Registration Statement are included in Item 13 hereof.
(b) Exhibits
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
| |
GREEN
STREAM HOLDINGS, INC. |
| |
|
| |
|
|
| Date:
September 29, 2020 |
By: |
/s/
Madeleine Cammarata |
| |
|
Madeleine
Cammarata, President, Treasurer, Director, |
| |
|
Principal
Executive Officer, Financial and Accounting Officer |
Consolidated Condensed Financial Statements
April 30, 2020 and April 30, 2019 (Audited)
| Table
of Contents |
Page |
| |
|
| Financial
Statements: |
|
| |
|
| Audited
Financial Statements for the Years Ended April 30, 2020 and April
30, 2019 |
|
| |
|
| Report
of Independent Registered Accounting Firm |
F -
2 |
| |
|
| Consolidated
Condensed Balance Sheets April 30, 2020 (Unaudited) and April 30,
2019 (Audited) |
F -
3 |
| |
|
| Consolidated
Condensed Statements of Operations for the Three and Twelve Months
Ended April 30, 2020 (Unaudited) and Twelve Months Ended April 30,
2019 (Audited) |
F -
4 |
| |
|
| Consolidated
Condensed Statements of Cash Flows for the Twelve Months Ended
April 30, 2020 (Unaudited) and Twelve Months Ended April 30, 2019
(Audited) |
F -
5 |
| |
|
| Consolidated
Condensed Statements of Changes in Stockholders’ Deficit for the
Twelve Months ended April 30, 2020 (Unaudited) |
F -
6 |
| |
|
| Notes
to Consolidated Condensed Financial Statements |
F-7
to F-14 |
| |
|
| Unaudited Financial
Statements for the Periods Ending July 31, 2020 and July 31,
2019 |
|
| |
|
| Consolidated
Condensed Balance Sheets July 31, 2020 and July 31,
2019 |
F-15 |
| |
|
| Consolidated
Condensed Statements of Operations for the Three Months Ended July
31, 2020 and July 31, 2019 |
F-16 |
| |
|
| Consolidated
Condensed Statements of Cash Flows for the Three Months Ended July
31, 2020 and July 31, 2019 |
F-17 |
| |
|
| Consolidated
Condensed Statements of Changes in Stockholders’ Deficit for the
Three Months ended July 31, 2020 |
F-18 |
| |
|
| Notes
to Financial Statements |
F-19 to F-24 |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Green Stream
Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of
Green Stream Holdings, Inc. (“the Company”) as of April 30, 2020
and 2019, and the related consolidated statements of operations,
changes in stockholders’ equity (deficit), and cash flows for the
two years then ended, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial
position of the Company as of April 30, 2020 and 2019, and the
results of its operations and its cash flows for each of the two
years ended April 30, 2020 and 2019, respectively, in conformity
with accounting principles generally accepted in the United States
of America.
Consideration of the Company’s Ability to Continue as a Going
Concern
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 2 to the financial statements, the Company has a loss from
operations and an accumulated deficit. It also intends to fund
operations through future financing, of which no assurance can be
given that the Company will be successful in raising such capital.
These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to
these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
/s/ Slack & Company CPAs LLC
We have served as the Company’s auditor since 2020
August 16th, 2020
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED BALANCE
SHEETS
| |
|
April 30, 2020
|
|
|
April 30, 2019 |
|
| |
|
(Unaudited) |
|
|
(Audited) |
|
| ASSETS |
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
14,727 |
|
|
$ |
– |
|
|
Total Current Assets |
|
|
14,727 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Fixed Assets |
|
|
|
|
|
|
|
|
|
Furniture and equipment net of depreciation (Note 3) |
|
|
915,654 |
|
|
|
915,654 |
|
| Other Assets |
|
|
|
|
|
|
|
|
|
Intangible asset, net of amortization (Note 4) |
|
|
185,000 |
|
|
|
185,000 |
|
| |
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
1,115,381 |
|
|
$ |
1,100,654 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
| Current
Liabilities |
|
|
|
|
|
|
|
|
| Accounts Payable |
|
$ |
44,448 |
|
|
$ |
5,952 |
|
| Other Current
Liabilities |
|
|
60,000 |
|
|
|
40,000 |
|
| Accrued Interest
Payable |
|
|
4,872 |
|
|
|
– |
|
| Due to related party
( Note 7) |
|
|
141,569 |
|
|
|
66,762 |
|
|
Notes Payable (Note 8) |
|
|
340,900 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
591,789 |
|
|
|
112,714 |
|
| |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
591,789 |
|
|
|
112,714 |
|
| |
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
Preferred A Stock, $.001 par value 1,000,000 Authorized 53,000
Issued and Outstanding at April 30, 2020 and at April 30, 2019
respectively |
|
|
53 |
|
|
|
53 |
|
| |
|
|
|
|
|
|
|
|
|
Preferred B Stock, $.001 par value 1,000,000 Authorized 600,000
Issued and Outstanding at April 30, 2020 and at April 30, 2019
respectively |
|
|
600 |
|
|
|
600 |
|
| |
|
|
|
|
|
|
|
|
|
Preferred C Stock, $.001 par value 10,000,000 Authorized 760,000
Issued and Outstanding at April 30, 2020 and at April 30, 2019
respectively |
|
|
760 |
|
|
|
760 |
|
| |
|
|
|
|
|
|
|
|
|
Common Stock, $.001 par value 10,000,000,000 Authorized 26,700,665
Issued and Outstanding at April 30, 2020 and 25,834,000 at April
30, 2019. |
|
|
26,700 |
|
|
|
25,834 |
|
| |
|
|
|
|
|
|
|
|
| Additional
paid-in-capital |
|
|
864,540 |
|
|
|
1,073,407 |
|
|
Accumulated deficit |
|
|
(369,062 |
) |
|
|
(112,714 |
) |
|
Total Stockholders’ Equity (Deficit) |
|
|
523,592 |
|
|
|
987,940 |
|
| |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
$ |
1,115,381 |
|
|
$ |
1,100,654 |
|
The accompanying notes are an integral part of these financial
statements.
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED STATEMENTS OF
OPERATIONS
| |
|
Twelve Months Ended
April 30,
|
|
| |
|
2020 |
|
|
2019 |
|
| |
|
(Unaudited) |
|
|
(Audited) |
|
| REVENUES: |
|
|
|
|
|
|
| Sales |
|
$ |
– |
|
|
$ |
– |
|
|
TOTAL REVENUE |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| COST OF
SALES |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
GROSS MARGIN |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
40,405 |
|
|
|
3,010 |
|
| Advertising |
|
|
14,042 |
|
|
|
– |
|
| Insurance |
|
|
13,059 |
|
|
|
– |
|
| Legal Fees |
|
|
45,850 |
|
|
|
20,570 |
|
| Professional
Fees |
|
|
81,290 |
|
|
|
59,511 |
|
| Rent |
|
|
8,559 |
|
|
|
– |
|
| Travel |
|
|
48,271 |
|
|
|
29,623 |
|
|
Total Operating expenses |
|
|
251,476 |
|
|
|
112,714 |
|
| |
|
|
|
|
|
|
|
|
|
NET OPERATING INCOME/ LOSS |
|
|
(251,476 |
) |
|
|
(112,714 |
) |
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME/EXPENSES: |
|
|
|
|
|
|
|
|
|
Finance and interest fees |
|
|
(4,872 |
) |
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
|
$ |
(256,348 |
) |
|
$ |
(112,714 |
) |
| |
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Common Share |
|
$ |
(.00960 |
) |
|
$ |
(0.0044 |
) |
| |
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares Outstanding |
|
|
26,700,655 |
|
|
|
25,834,000 |
|
The accompanying notes are an integral part of these financial
statements.
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS
| |
|
For The
Twelve Months Ended |
|
| |
|
April 30, 2020 |
|
|
April 30, 2019 |
|
| |
|
(Unaudited) |
|
|
(Audited) |
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
$ |
(256,348 |
) |
|
$ |
(112,714 |
) |
|
Adjustments to reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
| Amortization |
|
|
– |
|
|
|
– |
|
| Depreciation |
|
|
– |
|
|
|
– |
|
| Changes in operating
assets and Liabilities: |
|
|
|
|
|
|
|
|
|
Increase/ (decrease) in bank overdraft |
|
|
– |
|
|
|
– |
|
|
Increase/ (decrease) in accrued interest payable |
|
|
4,872 |
|
|
|
– |
|
|
Increase/(decrease) in other current liabilities |
|
|
20,000 |
|
|
|
– |
|
|
Increase/ (decrease) in accounts payable |
|
|
38,496 |
|
|
|
45,952 |
|
|
Net cash used in operating activities |
|
|
(192,980 |
) |
|
|
(66,762 |
) |
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Acquisition of Assets |
|
|
– |
|
|
|
– |
|
|
Net cash provided by (used in) investing activities |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Proceeds from loans from stockholder |
|
|
114,807 |
|
|
|
66,762 |
|
|
Proceeds from Notes Payable |
|
|
92,900 |
|
|
|
– |
|
|
Net cash provided by (used in) financing activities |
|
|
207,707 |
|
|
|
66,762 |
|
| |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
14,727 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - beginning of period |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents - end of period |
|
$ |
14,727 |
|
|
$ |
– |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Issuance of Common shares to Prior Management for settlement of
Convertible Series B Preferred Shares |
|
$ |
266,665 |
|
|
$ |
– |
|
|
Acquisition of assets through the assumption of debt |
|
$ |
1,100,654 |
|
|
$ |
– |
|
|
Conversion of Preferred stock in lieu Common stock purchase |
|
$ |
11,000,000 |
|
|
$ |
– |
|
The accompanying notes are an integral part of these financial
statements.
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
For The Twelve Months Ended April 30, 2020
| |
|
Preferred Shares |
|
|
Common Stock |
|
|
Additional
Paid-In
|
|
|
Accumulated |
|
|
Total
Stockholders' |
|
| |
|
Shares |
|
|
Value |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance April 30 2017 |
|
|
11,000,000 |
|
|
$ |
11,000 |
|
|
|
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 Shares for Services |
|
|
– |
|
|
|
– |
|
|
|
25,497,233 |
|
|
|
25,497 |
|
|
|
– |
|
|
|
– |
|
|
|
25,561 |
|
|
Retirement 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 for Services |
|
|
53,000 |
|
|
|
53 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
53 |
|
|
Net Loss April 30, 2019 |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(112,714 |
) |
|
|
(112,714 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, April 30, 2019 (Audited) |
|
|
1,413,000 |
|
|
$ |
1,413 |
|
|
|
25,834,000 |
|
|
$ |
25,834 |
|
|
$ |
1,073,471 |
|
|
$ |
(112,714 |
) |
|
$ |
987,940 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Shares for financing |
|
|
– |
|
|
|
– |
|
|
|
600,000 |
|
|
|
600 |
|
|
|
– |
|
|
|
– |
|
|
|
600 |
|
|
Issuance of Common Shares for Settlement with Prior Management |
|
|
– |
|
|
|
– |
|
|
|
266,655 |
|
|
|
266 |
|
|
|
(208,931 |
) |
|
|
– |
|
|
|
(208,664 |
) |
|
Net Loss April 30, 2020 |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(256,348 |
) |
|
|
(256,348 |
) |
|
Balance April 30, 2020 ( Unaudited) |
|
|
1,413,000 |
|
|
$ |
1,413 |
|
|
|
26,700,655 |
|
|
$ |
26,700 |
|
|
$ |
864,540 |
|
|
$ |
(369,062 |
) |
|
$ |
523,592 |
|
The accompanying notes are an integral part of these financial
statements.
Green Stream Holdings, Corp.
NOTES TO THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
April 30, 2020 and 2019
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. PRINCIPALS OF CONSOLIDATION
These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary Green Stream Finance, Inc.
based in the state of Wyoming. All material inter-company balances
and transactions were eliminated upon consolidation.
C. BASIS OF ACCOUNTING
The Company utilizes the accrual method of accounting, whereby
revenue is recognized when earned and expenses when
incurred. The 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.
D. 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.
E. 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.
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. Due to the net loss, the options and stock
conversion of debt are not used in the calculation of earnings per
share because the stock conversions and options are considered to
be antidilutive.
G. INCOME TAXES
The Company accounts for income taxes under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis and operating loss and
tax credit carry forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
The Company’s management has reviewed the Company’s tax positions
and determined there were no outstanding, or retroactive tax
positions with less than a 50% likelihood of being sustained upon
examination by the taxing authorities, therefore the implementation
of this standard has not had a material effect on the Company.
H. REVENUE RECOGNITION
Revenue for license fees is recognized upon the execution and
closing of the contract for the amount of the contract. Contract
fees are generally due based upon various progress milestones.
Revenue from contract payments are estimated and accrued as earned.
Any adjustments between actual contract payments and estimates are
made to current operations in the period they are determined.
I. FAIR VALUE MEASUREMENT
The Company determines the fair value of a financial instrument as
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.
Fair value measurements are determined based on the assumptions
that market participants would use in pricing an asset or
liability. US GAAP establishes a hierarchy for inputs
used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. The
established fair value hierarchy prioritizes the use of inputs used
in valuation methodologies into the following three levels:
| · |
Level 1: Quoted prices
(unadjusted) for identical assets or liabilities in active markets.
A quoted price in an active market provides the most reliable
evidence of fair value and must be used to measure fair value
whenever available. |
| · |
Level 2: Significant other
observable inputs other than Level 1 prices such as quoted prices
for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable or can be
corroborated by observable market data. |
| · |
Level 3: Significant unobservable
inputs that reflect a reporting entity’s own assumptions about the
assumptions that market participants would use in pricing an asset
or liability. For example, level 3 inputs would relate to forecasts
of future earnings and cash flows used in a discounted future cash
flows method. |
J. STOCK-BASED COMPENSATION
The Company measures and recognizes compensation expense for all
share-based payment awards made to employees, consultants and
directors including employee stock options based on estimated fair
values. Stock-based compensation expense recognized for the years
ended April 30, 2020 and 2021 was $24,000 and $0
respectively. Stock-based compensation expense
recognized during the period is based on the value of the portion
of share-based payment awards that vest during the period.
Share-based compensation expense recognized in the Company’s
consolidated statement of operations for the years ended April 30,
2020 included compensation expense for share-based payment awards
granted in April 30, 2020.
K. SALES AND ADVERTISING
The costs of sales and advertising are expensed as incurred. Sales
and advertising expense was $14,042 and $0 for the twelve months
ended April 30, 2020 and 2019, respectively.
L. NEW ACCOUNTING PRONOUNCEMENTS
The Company reviews new accounting standards as issued. No new
standards had any material effect on these financial statements.
The accounting pronouncements issued subsequent to the date of
these financial statements that were considered significant by
management were evaluated for the potential effect on these
consolidated financial statements. Management does not believe any
of the subsequent pronouncements will have a material effect on
these consolidated financial statements as presented and does not
anticipate the need for any future restatement of these
consolidated financial statements because of the retro-active
application of any accounting pronouncements issued subsequent to
April 30, 2020 through the date these financial statements were
issued.
M. FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at costs and consists of
furniture and fixtures, computers and office equipment. We
compute depreciation using the straight-line method over the
estimated useful lives of the assets. Expenditures for
major betterments and additions are charged to the property
accounts, while replacements, maintenance, and repairs that do not
improve or extend the lives of the respective assets are charged to
expense.
N. INTELLECTUAL PROPERTY
Intangible assets (intellectual property) are recorded at cost and
are amortized over the estimated useful life of the
asset. Management evaluates the fair market value to
determine if the asset should be impaired at the end of each
year.
O. IMPAIRMENT OF LONG-LIVED ASSETS
The Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate
that their carrying amount may not be
recoverable. Circumstances which could trigger a review
include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the
business climate or legal factors; accumulation of costs
significantly in excess of the amount originally expected for the
acquisition or construction of the asset; current period cash flow
or operating losses combined with a history of losses or a forecast
of continuing losses associated with the use of the asset; and
current expectation that the asset will more likely than not be
sold or disposed significantly before the end of its estimated
useful life.
Recoverability is assessed based on the carrying amount of the
asset and its fair value which is generally determined based on the
sum of the undiscounted cash flows expected to result from the use
and the eventual disposal of the asset, as well as specific
appraisal in certain instances.
An impairment loss is recognized when the carrying amount is not
recoverable and exceeds fair value.
NOTE 2 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern, which
contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. At April 30, 2020 the
Company had a loss from operations, for the twelve months ended, of
$252,085, and an accumulated deficit of $364,799 and negative
working capital of $364,799. The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs
and allow it to continue as a going concern.
The Company depends upon capital to be derived from future
financing activities such as subsequent offerings of its common
stock or debt financing in order to operate and grow the business.
There can be no assurance that the Company will be successful in
raising such capital. The key factors that are not within the
Company's control and that may have a direct bearing on operating
results include, but are not limited to, acceptance of the
Company's business plan, the ability to raise capital in the
future, the ability to expand its customer base, and the ability to
hire key employees to provide services. There may be other risks
and circumstances that management may be unable to predict.
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 possible inability of the
Company to continue as a going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment at April 30, 2020 and April 30, 2019
consists of the following:
| |
|
April 30, 2020 |
|
|
April 30, 2019 |
|
| |
|
|
|
|
|
|
| Furniture
and Fixtures |
|
$ |
915,654 |
|
|
$ |
915,654 |
|
|
Less: Accumulated Depreciation |
|
|
– |
|
|
|
– |
|
| Net
Property and Equipment |
|
$ |
915,654 |
|
|
$ |
915,654 |
|
Depreciation has not been charged since the projects are not yet
completed and the final cost has yet to be determined. Depreciation
expense for the year ended April 30, 2020 and 2019 was $0
respectively. Property and equipment are recorded at cost.
Depreciation is computed on the straight-line method, based on the
estimated useful lives of the assets.
NOTE 4 – INTANGIBLE ASSETS
Intangible Assets at April 30, 2020 and April 30, 2019 consists of
the following:
| |
|
April 30, 2020 |
|
|
April 30, 2019 |
|
| |
|
|
|
|
|
|
|
Intangible Assets |
|
$ |
185,000 |
|
|
$ |
185,000 |
|
|
Less: Accumulated Amortization |
|
|
– |
|
|
|
– |
|
| Net
Intangible Assets |
|
$ |
185,000 |
|
|
$ |
185,000 |
|
The Company invests in various intellectual properties to be
developed into future projects. By definition these intangible
assets are amortized over a 15 year period. Amortization expense
for the years ended April 30, 2020 and 2019 was $0 respectively. At
April 30, 2020, the Company has determined that the intangible
asset should not be impaired.
NOTE 5 –STOCKHOLDERS’ EQUITY/(DEFICIT)
AUTHORIZED SHARES & TYPES
As of April 30, 2020, we had 26,700,665 shares of Common Stock and
of:
| |
● |
1,000,000 authorized 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. There are 53,000 shares issued and outstanding or 53
votes. |
| |
● |
1,000,000 authorized 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. Additionally, the Preferred B Shares are
non-dilutive. There are 600,000 shares issued and outstanding or
600,000,000,000 votes. |
| |
● |
10,000,000 authorized 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.
There are 760,000 shares issued and outstanding or 760
votes. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
The following table lists the number of shares of Common Stock of
our Company as of April 30, 2020, the Record Date, that are
beneficially owned by (i) each person or entity known to our
Company to be the beneficial owner of more than 5% of the
outstanding Common Stock; (ii) each officer and director of our
Company; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of Common Stock by our
principal stockholders and management is based upon information
furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under
these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes
the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the
voting of the security. The person is also deemed to be a
beneficial owner of any security of which that person has a right
to acquire beneficial ownership within sixty (60) days. Under the
rules of the SEC, more than one person may be deemed to be a
beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he/she may not
have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.
The business address of each beneficial owner listed is in care of
16620 Marquez Ave Pacific Palisades, CA 90272 unless otherwise
noted. Except as otherwise indicated, the persons listed below have
sole voting and investment power with respect to all shares of our
Common Stock owned by them, except to the extent that power may be
shared with a spouse.
|
Name of Beneficial Owner (1) |
|
Common Stock
Beneficially
Owned (1)
|
|
|
Percentage of
Common Stock
Owned (1)
|
|
|
Shares of
Series B
Preferred
Stock Held (2)
|
|
|
Percentage of
Series B
Preferred
Held
|
|
|
Number and
Percentage of
Total Voting
Shares
|
| Madeline
Cammarata, CEO and President |
|
|
0 |
|
|
|
0 |
|
|
|
600,000 |
|
|
|
100 |
% |
|
600,000,000,000 |
|
99.99% |
| Michael Sheikh,
CFO |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
0 |
| James Ware,
Director |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
0 |
|
0 |
| Jason D Cohan |
|
|
19,739,041 |
|
|
|
73.9% |
|
|
|
0 |
|
|
|
0 |
|
|
19,739,041 |
|
.003% |
| Mark Markham |
|
|
1,436,255 |
|
|
|
5.4% |
|
|
|
0 |
|
|
|
0 |
|
|
1,436,255 |
|
.00024% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Director and Officer
(3 people) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(1) |
Applicable percentage ownership is based on 26,700,665 shares of
Common Stock outstanding as of April 30, 2020. Beneficial ownership
is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are
currently exercisable or exercisable within 60 days of April 30,
2020 are deemed to be beneficially owned by the person holding such
securities for the purpose of computing the percentage of ownership
of such person, but are not treated as outstanding for the purpose
of computing the percentage ownership of any other person.
|
| |
|
|
| |
(2) |
The 1, 000, 0000 shares of Series B Preferred Shares have the right
to vote in the aggregate, on all shareholder matters votes equal to
99.9% of the total shareholder vote on any and all shareholder
matters. The Series B Preferred Stock will be entitled to this
99.9% voting right, representing at present 600,000,000,000 votes
based on the 26,700,665 shares of Common Stock outstanding, no
matter how many shares of Common Stock or other voting stock of the
Company’s stock are issued and outstanding in the future.
|
On 6/14/2020 the Company determined that it would act as its own
transfer agent for all preferred shares and continue to use VStock
as the transfer agent for the issuance of common shares.
NOTE 6 – INCOME TAXES
Deferred tax assets arising as a result of net operation loss carry
forwards have been offset completely by a valuation allowance due
to the uncertainty of their utilization in future periods.
Based on its evaluation, the Company has concluded that there are
no significant uncertain tax positions requiring recognition in its
financial statements. The Company’s evaluation was performed for
the tax years ended April 30, 2020 and 2019 for U.S. Federal Income
Tax and for the State of Wyoming.
A reconciliation of income taxes at statutory rates with the
reported taxes follows:
| |
|
April 30, 2020 |
|
|
April 30, 2019 |
|
| |
|
|
|
|
|
|
| Loss
before income tax benefit |
|
$ |
282,283 |
|
|
$ |
– |
|
| Expected income tax
benefit |
|
|
(94,283 |
) |
|
|
– |
|
| Non-deductible
expenses |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
Tax loss benefit not recognized for book purposes, valuation
allowance |
|
$ |
94,283 |
|
|
$ |
– |
|
| Total income tax |
|
$ |
– |
|
|
$ |
– |
|
The Company has net operating loss carry forwards in the amount of
approximately $282,283 that will expire beginning in 2029. The
deferred tax assets including the net operating loss carry forward
tax benefit of $282,283 total $94,283 which is offset by a
valuation allowance. The other deferred tax assets include accrued
officer compensation, stock based compensation, and
amortization.
The Company follows the provisions of uncertain tax positions. The
Company recognized approximately no increase in the liability for
unrecognized tax benefits.
The Company has no tax position at April 30, 2020 for which the
ultimate deductibility is highly certain but for which there is
uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses.
No such interest or penalties were recognized during the periods
presented. The Company had no accruals for interest and penalties
at April 30, 2020. The open tax years are from 2019 through
2029.
NOTE 7 – RELATED PARTY TRANSACTIONS
During the three months ended April 30, 2020 and 2019 the Company’s
CEO had advanced $3,000 and $66,762 respectively of personal funds.
As of April 30, 2020 and 2019 the Company owed the CEO $141,569 and
$66,762 respectively.
NOTE 8 – NOTES AND OTHER LOANS PAYABLE
On December 11, 2019 the company agreed to pay Cheryl Hintzen
$40,000 in the form of a promissory note with a term of one year at
10% interest compounded annually. The Company accrued interest for
the Three months ended January, 31, 2020 in the amount of $559. On
January 8, 2020 the Company signed a promissory note for $8,000
with Cheryl Hintzen. The note becomes due on March 8, 2020 and
carries a per annum interest rate of 10%. The Company accrued
interest for the Six months ended June 30, 2020 in the amount of
$1,321.64.
On February 21, 2020 the Company borrowed $25,000 from GPL Ventures
with interest at a rate of 10% and a due date of April 30,
2020.
On March 12, 2020 the Company agreed to pay Dr. Jason Cohen
1,000,000 shares at a valuation of $.20 per share plus 8% interest
until the shares are issued. The interest accrued through end is
$2,147.95 which equates to 10,740 shares.
In the month March, 2020 the escrow attorney for GPL Ventures
advanced $46,900 in funds for the purchase of REG A shares. The
common shares had not been issued at year end and subsequently were
issued. The note will be reclassified as common shares issued and
additional paid in capital in the subsequent period. No interest
was accrued for this note.
The following schedule is Notes Payable at April 30, 2020 and April
30, 2019:
|
Description |
|
April 30, 2020 |
|
|
April 30, 2019 |
|
| |
|
|
|
|
|
|
| Note
payable to Cheryl Hintzen due December 11, 2021; interest at
10% |
|
$ |
40,000 |
|
|
$ |
90,000 |
|
| |
|
|
|
|
|
|
|
|
| Note Payable to
Cheryl Hintzen due March 8, 2020: interest 10% |
|
|
14,000 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Note payable to GPL
Ventures due March 8, 2020; interest at 10% |
|
|
25,000 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Note payable Dr.
Jason Cohen 1,000,000 shares @ $.20 |
|
|
200,000 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
|
Note payable escrow attorney for REG A shares |
|
|
46,900 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Total
Notes Payable |
|
$ |
340,900 |
|
|
$ |
– |
|
NOTE 9 - SUBSEQUENT EVENTS
Subsequent to April 30, 2020, an affiliate of former management and
Eagle Oil made claim to approximately 400, 000 shares of Preferred
B stock of the Company. With respect to this claim, the required
consideration associated with the claim was not exchanged between
the two parties, therefore making their agreement not executable as
a promissory Note; nullifying any further interest at that
time. Because of this, the Company has not recorded or
reflected an accrual in their financial statements associated with
this claim. No shares associated with this claim were issued to [or
converted by] the affiliate party of former management described
above. We believe the claim expressed above as frivolous with
no merit, and consider it as a potential breach of fiduciary duty
committed by former management and its affiliate. The Company
reserves all rights granted to it under the law to pursue future
litigation associated with this claim. As of the date of this
Report, the Company does not believe this transaction meets
definition of a loss or gain contingency as defined by GAAP to be
recorded or reflected in the financial statements at period-end.
Additionally, the Company
issued 53,333 of common shares each to Mark Desparois, Connie
Helwig, Paul Khan, Ken Williams, and Wendy Williams for a total of
266,665 common shares in the quarter ended April 30, 2020. The
shares were issued as compensation for services and in settlement
for their voluntary cancellation of Convertible Series B Preferred
Shares. The Company has no dispute over this transaction.
Subsequently, some of these individuals filed a form 13D to sell
the Convertible Series B Preferred Shares they had surrendered and
the Company cancelled. The Company believes that this transaction
is invalid.
Green Stream Holdings, Inc.
CONSOLIDATED CONDENSED BALANCE
SHEETS
| |
|
July 31, 2020 |
|
|
April 30, 2020 |
|
| |
|
(Unaudited) |
|
|
(Audited) |
|
| ASSETS |
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,982 |
|
|
$ |
14,727 |
|
| Total
Current Assets |
|
|
1,982 |
|
|
|
14,727 |
|
| |
|
|
|
|
|
|
|
|
| Fixed Assets |
|
|
|
|
|
|
|
|
| Furniture and
equipment net of depreciation (Note 3) |
|
|
1,087,899 |
|
|
|
915,654 |
|
| Other Assets |
|
|
|
|
|
|
|
|
|
Intangible asset, net of amortization (Note 4) |
|
|
185,000 |
|
|
|
185,000 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
ASSETS |
|
$ |
1,274,881 |
|
|
$ |
1,115,381 |
|
| |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES |
|
|
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
|
|
| Accounts Payable |
|
$ |
55,898 |
|
|
$ |
44,448 |
|
| Other Current Liabilities |
|
|
60,000 |
|
|
|
60,000 |
|
| Accrued Interest Payable |
|
|
7,751 |
|
|
|
4,872 |
|
| Due to related party (Note 7) |
|
|
125,845 |
|
|
|
141,569 |
|
| Notes Payable
(Note 8) |
|
|
578,678 |
|
|
|
340,900 |
|
| |
|
|
|
|
|
|
|
|
| Total Current
Liabilities |
|
|
828,172 |
|
|
|
591,789 |
|
| |
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
828,172 |
|
|
|
591,789 |
|
| |
|
|
|
|
|
|
|
|
| STOCKHOLDERS’
EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
Preferred A Stock, $.001 par value 1,000,000 Authorized 53,000
Issued and Outstanding at July 31, 2020 and at April 30, 2020,
respectively |
|
|
53 |
|
|
|
53 |
|
| |
|
|
|
|
|
|
|
|
|
Preferred B Stock, $.001 par value 1,000,000 Authorized 600,000
Issued and Outstanding at July 31, 2020 and at April 30, 2020,
respectively |
|
|
600 |
|
|
|
600 |
|
| |
|
|
|
|
|
|
|
|
|
Preferred C Stock, $.001 par value 10,000,000 Authorized 760,000
Issued and Outstanding at July 31, 2020 and at April 30, 2020,
respectively |
|
|
760 |
|
|
|
760 |
|
| |
|
|
|
|
|
|
|
|
| Common
Stock, $.001 par value 10,000,000,000 Authorized 65,395,665 Issued
and Outstanding at July 31, 2020 and 26,700,665 at April 30,
2020 |
|
|
65,396 |
|
|
|
26,700 |
|
| |
|
|
|
|
|
|
|
|
| Additional paid-in-capital |
|
|
1,355,602 |
|
|
|
864,540 |
|
| Accumulated
deficit |
|
|
(975,702 |
) |
|
|
(369,062 |
) |
| Total
Stockholders’ Equity (Deficit) |
|
|
446,709 |
|
|
|
523,592 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
$ |
1,274,881 |
|
|
$ |
1,115,381 |
|
The accompanying notes are an integral part of these financial
statements.
Green Stream Holdings, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF
OPERATIONS
(Unaudited)
| |
|
For The Three Months Ended
|
|
| |
|
July 31,
2020
|
|
|
July 31,
2019
|
|
| REVENUES: |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Sales |
|
$ |
– |
|
|
$ |
– |
|
| |
|
|
|
|
|
|
|
|
|
TOTAL REVENUE |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| COST OF
SALES |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| GROSS
MARGIN |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| OPERATING
EXPENSES: |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Administrative
expenses |
|
|
318,799 |
|
|
|
22,055 |
|
| Advertising |
|
|
4,098 |
|
|
|
– |
|
| Insurance |
|
|
770 |
|
|
|
– |
|
| Legal Fees |
|
|
42,450 |
|
|
|
– |
|
| Professional Fees |
|
|
153,175 |
|
|
|
28,727 |
|
| Rent |
|
|
23,000 |
|
|
|
8,559 |
|
| Travel |
|
|
9,308 |
|
|
|
12,252 |
|
| Total
Operating expenses |
|
|
551,600 |
|
|
|
71,593 |
|
| |
|
|
|
|
|
|
|
|
| NET
OPERATING INCOME/ LOSS |
|
$ |
(551,600 |
) |
|
$ |
(71,593 |
) |
| |
|
|
|
|
|
|
|
|
| OTHER
INCOME/(EXPENSES): |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| OID Discount |
|
|
(27,778 |
) |
|
|
– |
|
| Finance and
interest fees |
|
|
(27,262 |
) |
|
|
(11,472 |
) |
| |
|
|
|
|
|
|
|
|
| NET
INCOME (LOSS) |
|
$ |
(606,640 |
) |
|
$ |
(83,065 |
) |
| |
|
|
|
|
|
|
|
|
| Basic
and Diluted Loss per Common Share |
|
$ |
(.00928 |
) |
|
$ |
(.0032 |
) |
| |
|
|
|
|
|
|
|
|
| Weighted
Average Number of Common Shares Outstanding |
|
|
65,395,655 |
|
|
|
25,834,000 |
|
The accompanying notes are an integral part of these financial
statements.
Green Stream Holdings, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS
(Unaudited)
| |
|
For The Three Months Ended |
|
| |
|
July 31,
2020
|
|
|
July 31,
2019
|
|
| |
|
|
|
|
|
|
| CASH FLOWS FROM
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
| Net loss for the
period |
|
$ |
(606,640 |
) |
|
$ |
(83,065 |
) |
| Adjustments to reconcile net loss to
net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Amortization |
|
|
– |
|
|
|
– |
|
| Depreciation |
|
|
– |
|
|
|
– |
|
| Changes in operating assets and
liabilities: |
|
|
– |
|
|
|
– |
|
|
Increase/(decrease) in accrued interest payable |
|
|
2,879 |
|
|
|
– |
|
|
Increase/ (decrease) in accounts payable |
|
|
11,450 |
|
|
|
45,951 |
|
|
Net cash used in operating
activities |
|
|
(592,311 |
) |
|
|
(37,114 |
) |
| |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM
INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
| Acquisition of
Assets |
|
|
172,245 |
|
|
|
– |
|
|
Net cash provided by (used in) investing activities |
|
|
(172,245 |
) |
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| Proceeds From Reg
A |
|
|
481,500 |
|
|
|
– |
|
| Proceeds from
loans from stockholder |
|
|
(7,467 |
) |
|
|
42,305 |
|
|
Proceeds from Notes Payable |
|
|
277,778 |
|
|
|
– |
|
|
Net cash provided by (used in)
financing activities |
|
|
751,811 |
|
|
|
42,305 |
|
| |
|
|
|
|
|
|
|
|
| Net
increase (decrease) in cash and cash equivalents |
|
|
(12,745 |
) |
|
|
5,191 |
|
| |
|
|
|
|
|
|
|
|
| Cash and
cash equivalents - beginning of period |
|
|
14,727 |
|
|
|
0 |
|
| |
|
|
|
|
|
|
|
|
| Cash
and cash equivalents - end of period |
|
$ |
1,982 |
|
|
$ |
5,191 |
|
| |
|
|
|
|
|
|
|
|
| Supplemental Cash Flow Information |
|
|
|
|
|
|
|
|
|
Issuance of Common shares to for services |
|
$ |
15,975 |
|
|
$ |
– |
|
|
Conversion of loans for Common shares |
|
$ |
20,220 |
|
|
$ |
– |
|
The accompanying notes are an integral part of these financial
statements.
Green Stream Holdings, Inc.
CONSOLIDATED CONDENSED STATEMENTS OF
CHANGES IN STOCKHOLDERS’ EQUITY
For The Three Months Ended July 31, 2020
(Unaudited)
| |
|
Preferred Shares |
|
|
Common Stock |
|
|
Additional
Paid-In
|
|
|
Accumulated |
|
|
Total
Stockholders' |
|
| |
|
Shares |
|
|
Value |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Equity |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balance April 30 2017 |
|
|
11,000,000 |
|
|
$ |
11,000 |
|
|
|
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 Shares for
Services |
|
|
|
|
|
|
|
|
|
|
25,497,233 |
|
|
|
25,497 |
|
|
|
|
|
|
|
|
|
|
|
25,561 |
|
|
Retirement 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 for
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 |
|
|
|
1,073,471 |
|
|
|
(112,714 |
) |
|
|
987,940 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Common Shares for
financing |
|
|
|
|
|
|
|
|
|
|
600,000 |
|
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
600 |
|
|
Issuance of Common Shares for
Settlement with Prior Management |
|
|
|
|
|
|
|
|
|
|
266,655 |
|
|
|
266 |
|
|
|
(208,931 |
) |
|
|
|
|
|
|
(208,664 |
) |
|
Net Loss April 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(256,348 |
) |
|
|
(256,348 |
) |
|
Balance April 30, 2020 |
|
|
1,413,000 |
|
|
|
1,413 |
|
|
|
26,700,655 |
|
|
|
26,700 |
|
|
|
864,540 |
|
|
|
(369,062 |
) |
|
|
523,592 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment for share
issuance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(193,000 |
) |
|
|
|
|
|
|
(193,000 |
) |
|
Issuance of Common shares for Reg A
funding |
|
|
|
|
|
|
|
|
|
|
2,500,000 |
|
|
|
2,500 |
|
|
|
471,800 |
|
|
|
|
|
|
|
474,300 |
|
|
Issuance of common shares for
services |
|
|
|
|
|
|
|
|
|
|
15,975,000 |
|
|
|
15,975 |
|
|
|
|
|
|
|
|
|
|
|
15,975 |
|
|
Issuance of Common Shares for
financing |
|
|
|
|
|
|
|
|
|
|
20,220,000 |
|
|
|
20,220 |
|
|
|
212,262 |
|
|
|
|
|
|
|
232,482 |
|
|
Net Loss July 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(606,640 |
) |
|
|
(606,640 |
) |
| Balance July 31, 2020 |
|
|
1,413,000 |
|
|
$ |
1,413 |
|
|
|
65,395,665 |
|
|
$ |
65,396 |
|
|
$ |
1,355,602 |
|
|
$ |
(975,702 |
) |
|
$ |
446,709 |
|
The accompanying notes are an integral part of these financial
statements.
Green Stream Holdings, Inc.
NOTES TO THE CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
For the three months ended July 31, 2020
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. PRINCIPALS OF CONSOLIDATION
These consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary Green Stream Finance, Inc.
based in the state of Wyoming. All material inter-company balances
and transactions were eliminated upon consolidation.
C. BASIS OF ACCOUNTING
The Company utilizes the accrual method of accounting, whereby
revenue is recognized when earned and expenses when
incurred. The 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.
D. 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.
E. 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.
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. Due to the net loss, the options and stock conversion of
debt are not used in the calculation of earnings per share because
the stock conversions and options are considered to be
antidilutive.
G. INCOME TAXES
The Company accounts for income taxes under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis and operating loss and
tax credit carry forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
The Company’s management has reviewed the Company’s tax positions
and determined there were no outstanding, or retroactive tax
positions with less than a 50% likelihood of being sustained upon
examination by the taxing authorities, therefore the implementation
of this standard has not had a material effect on the Company.
H. REVENUE RECOGNITION
Revenue for license fees is recognized upon the execution and
closing of the contract for the amount of the contract. Contract
fees are generally due based upon various progress milestones.
Revenue from contract payments are estimated and accrued as earned.
Any adjustments between actual contract payments and estimates are
made to current operations in the period they are determined.
I. FAIR VALUE MEASUREMENT
The Company determines the fair value of a financial instrument as
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.
Fair value measurements are determined based on the assumptions
that market participants would use in pricing an asset or
liability. US GAAP establishes a hierarchy for inputs
used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. The
established fair value hierarchy prioritizes the use of inputs used
in valuation methodologies into the following three levels:
| · |
Level 1: Quoted prices
(unadjusted) for identical assets or liabilities in active markets.
A quoted price in an active market provides the most reliable
evidence of fair value and must be used to measure fair value
whenever available. |
| · |
Level 2: Significant other
observable inputs other than Level 1 prices such as quoted prices
for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable or can be
corroborated by observable market data. |
| · |
Level 3: Significant unobservable
inputs that reflect a reporting entity’s own assumptions about the
assumptions that market participants would use in pricing an asset
or liability. For example, level 3 inputs would relate to forecasts
of future earnings and cash flows used in a discounted future cash
flows method. |
J. STOCK-BASED COMPENSATION
The Company measures and recognizes compensation expense for all
share-based payment awards made to employees, consultants and
directors including employee stock options based on estimated fair
values. Stock-based compensation expense recognized for the years
ended December 31, 2014 and 2013 was $24,000 and $0 respectively.
Stock-based compensation expense recognized during the period is
based on the value of the portion of share-based payment awards
that vest during the period.
Share-based compensation expense recognized in the Company’s
consolidated statement of operations for the years ended December
31, 2014 included compensation expense for share-based payment
awards granted in December 31, 2014.
K. SALES AND ADVERTISING
The costs of sales and advertising are expensed as incurred.
Sales and advertising expense was $4,098 and $0 for the three
months ended July 31, 2020 and 2019, respectively.
L. NEW ACCOUNTING PRONOUNCEMENTS
The Company reviews new accounting standards as issued. No new
standards had any material effect on these financial statements.
The accounting pronouncements issued subsequent to the date of
these financial statements that were considered significant by
management were evaluated for the potential effect on these
consolidated financial statements. Management does not believe any
of the subsequent pronouncements will have a material effect on
these consolidated financial statements as presented and does not
anticipate the need for any future restatement of these
consolidated financial statements because of the retro-active
application of any accounting pronouncements issued subsequent to
July 31, 2020 through the date these financial statements were
issued.
M. FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at costs and consists of
furniture and fixtures, computers and office equipment. We compute
depreciation using the straight-line method over the estimated
useful lives of the assets. Expenditures for major betterments and
additions are charged to the property accounts, while replacements,
maintenance, and repairs that do not improve or extend the lives of
the respective assets are charged to expense.
N. INTELLECTUAL PROPERTY
Intangible assets (intellectual property) are recorded at cost and
are amortized over the estimated useful life of the asset.
Management evaluates the fair market value to determine if the
asset should be impaired at the end of each year.
O. IMPAIRMENT OF LONG-LIVED ASSETS
The Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate
that their carrying amount may not be recoverable. Circumstances
which could trigger a review include, but are not limited to:
significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors;
accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of the
asset; current period cash flow or operating losses combined with a
history of losses or a forecast of continuing losses associated
with the use of the asset; and current expectation that the asset
will more likely than not be sold or disposed significantly before
the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the
asset and its fair value which is generally determined based on the
sum of the undiscounted cash flows expected to result from the use
and the eventual disposal of the asset, as well as specific
appraisal in certain instances.
An impairment loss is recognized when the carrying amount is not
recoverable and exceeds fair value.
NOTE 2 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern, which
contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. At July 31, 2020 the
Company had a loss from operations, for the three months ended, of
$606,640, and an accumulated deficit of $975,702 and negative
working capital of $633,190. The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs
and allow it to continue as a going concern.
The Company depends upon capital to be derived from future
financing activities such as subsequent offerings of its common
stock or debt financing in order to operate and grow the
business. There can be no assurance that the Company
will be successful in raising such capital. The key
factors that are not within the Company's control and that may have
a direct bearing on operating results include, but are not limited
to, acceptance of the Company's business plan, the ability to raise
capital in the future, the ability to expand its customer base, and
the ability to hire key employees to provide
services. There may be other risks and circumstances
that management may be unable to predict.
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 possible inability of the
Company to continue as a going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment at July 31, 2020 and April 30, 2020 consists
of the following:
| |
|
July 31, 2020 |
|
|
April 30, 2020 |
|
| |
|
|
|
|
|
|
| Furniture and
Fixtures |
|
$ |
915,654 |
|
|
$ |
915,564 |
|
| Leasehold Improvements |
|
|
172,245 |
|
|
|
– |
|
| Less: Accumulated
Depreciation |
|
|
– |
|
|
|
– |
|
| Net Property
and Equipment |
|
$ |
1,087,899 |
|
|
$ |
915,564 |
|
Depreciation has not been charged since the projects are not yet
completed and the final cost has yet to be determined. Depreciation
expense for the three months ended July 31, 2020 and 2019 was $0
respectively. Property and equipment are recorded at cost.
Depreciation is computed on the straight-line method, based on the
estimated useful lives of the assets.
NOTE 4 – INTANGIBLE ASSETS
Intangible Assets at July 31, 2020 and April 30, 2020 consists of
the following:
| |
|
July 31, 2020 |
|
|
April 30, 2020 |
|
| |
|
|
|
|
|
|
| Intangible Assets |
|
$ |
185,000 |
|
|
$ |
185,000 |
|
| Less: Accumulated
Amortization |
|
|
– |
|
|
|
– |
|
| Net Intangible
Assets |
|
$ |
185,000 |
|
|
$ |
185,000 |
|
The Company invests in various intellectual properties to be
developed into future projects. By definition these intangible
assets are amortized over a 15 year period. Amortization expense
for the three months ended July 31, 2020 and 2019 was $0
respectively. At July 31, 2020, the Company has determined that the
intangible asset should not be impaired.
NOTE 5 –STOCKHOLDERS’ EQUITY/(DEFICIT)
AUTHORIZED SHARES & TYPES
As of July 31, 2020, we had 65,395,665 shares of Common Stock and
of:
| |
● |
1,000,000 authorized 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. There are 53,000 shares issued and outstanding or 53
votes. |
| |
● |
1,000,000 authorized 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. Additionally, the Preferred B Shares are
non-dilutive. There are 600,000 shares issued and outstanding or
600,000,000,000 votes. |
| |
● |
10,000,000 authorized 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.
There are 760,000 shares issued and outstanding or 760
votes. |
NOTE 6 – INCOME TAXES
Deferred tax assets arising as a result of net operation loss carry
forwards have been offset completely by a valuation allowance due
to the uncertainty of their utilization in future periods.
Based on its evaluation, the Company has concluded that there are
no significant uncertain tax positions requiring recognition in its
financial statements. The Company’s evaluation was performed for
the tax years ended July 31, 2020 and 2019 for U.S. Federal Income
Tax and for the State of Wyoming.
A reconciliation of income taxes at statutory rates with the
reported taxes follows:
| |
|
July 31, 2020 |
|
|
July 31, 2019 |
|
| |
|
|
|
|
|
|
| Loss before income tax
benefit |
|
$ |
975,702 |
|
|
$ |
– |
|
| Expected income tax benefit |
|
|
(243,900 |
) |
|
|
– |
|
| Non-deductible expenses |
|
|
– |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Tax loss benefit
not recognized for book purposes, valuation allowance |
|
$ |
243,900 |
|
|
$ |
– |
|
| Total income
tax |
|
$ |
– |
|
|
$ |
– |
|
The Company has net operating loss carry forwards in the amount of
approximately $975,702 that will expire beginning in 2029. The
deferred tax assets including the net operating loss carry forward
tax benefit of $975,702 total $243,900 which is offset by a
valuation allowance. The other deferred tax assets include accrued
officer compensation, stock based compensation, and
amortization.
The Company follows the provisions of uncertain tax positions. The
Company recognized approximately no increase in the liability for
unrecognized tax benefits.
The Company has no tax position at July 31, 2020 for which the
ultimate deductibility is highly certain but for which there is
uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating expenses.
No such interest or penalties were recognized during the periods
presented. The Company had no accruals for interest and penalties
at July 31, 2020. The open tax years are from 2019 through
2029.
NOTE 7 – RELATED PARTY TRANSACTIONS
During the three months ended July 31, 2020 and 2019 the Company’s
CEO had advanced $0 and $42,305 respectively of personal funds. As
of July 31, 2020 and 2019 the Company owed the CEO $125,846 and
$42,305 respectively.
NOTE 8 –NOTES AND OTHER LOANS PAYABLE
On December 11, 2019 the company agreed to pay Cheryl Hintzen
$40,000 in the form of a promissory note with a term of one year at
10 % interest compounded annually. The Company accrued interest for
the Three months ended January, 31, 2020 in the amount of $559. On
January 8, 2020 the Company signed a promissory note for $8,000
with Cheryl Hintzen. The note becomes due on March 8, 2020 and
carries a per annum interest rate of 10%. The Company accrued
interest for the Six months ended June 30, 2020 in the amount
of $1,321.64.
On February 21, 2020 the Company borrowed $25,000 from GPL Ventures
with interest at a rate of 10% and a due date of July 31, 2020.
On March 12, 2020 the Company agreed to pay Dr. Jason Cohen
1,000,000 shares at a valuation of $.20 per share plus 8 % interest
until the shares are issued. The interest accrued through end is
$2,147.95 which equates to 10,740 shares.
In the month July 13, 2020 the Company borrowed $250,000 from
Leonite Capital on a senior convertible note maturing in 6 months.
The note had an Original Issue Discount of 10% and carries an
interest rate of 12% annually. Additionally the lender received
1,500,000 shares of restricted common shares. The Note converts at
the rate of $.10 per share had the Company has reserved 60,000,000
common shares for the conversion. For the three months ended July
31, 2020 $1,369,96 interest was accrued for this note.
The following schedule is Notes Payable at July 31, 2020 and April
30, 2020:
|
Description |
|
July 31, 2020 |
|
|
April 30, 2020 |
|
| |
|
|
|
|
|
|
| Note payable to Cheryl
Hintzen due December 11, 2021; interest at 10% |
|
$ |
40,000 |
|
|
$ |
40,000 |
|
| |
|
|
|
|
|
|
|
|
| Note Payable to Cheryl Hintzen due
March 8, 2020: interest 10% |
|
|
14,000 |
|
|
|
14,000 |
|
| |
|
|
|
|
|
|
|
|
| Note payable to GPL Ventures due March 8, 2020; interest at
10% |
|
|
– |
|
|
|
25,000 |
|
| |
|
|
|
|
|
|
|
|
| Note payable Dr. Jason Cohen 1,000,000
shares @ $.20 |
|
|
200,000 |
|
|
|
200,000 |
|
| |
|
|
|
|
|
|
|
|
| Note payable escrow attorney for REG A
shares |
|
|
46,900 |
|
|
|
46,900 |
|
| |
|
|
|
|
|
|
|
|
| Note Payable to
Leonite Capital due January 13, 2021 interest at @10% |
|
|
277,778 |
|
|
|
– |
|
| |
|
|
|
|
|
|
|
|
| Total Notes
Payable |
|
$ |
578,678 |
|
|
$ |
340,900 |
|
NOTE 9 - SUBSEQUENT EVENTS
On August 16, 2020, without either party admitting or denying any
wrongdoing, the Company and certain of the Defendants (the
“Settling Defendants”) reached an agreement to settle the Action in
consideration for the dismissal of the Action, mutual general
releases, the return, cancellation and retirement of the Settling
Defendants’ 2,500,000 shares of the Company’s common stock and any
and all rights to any and all allegedly owned securities or debt of
the Company including, but not limited the 150,000 shares of Series
B Convertible Preferred Stock the Settling Defendants asserted they
owned in a Schedule 13G filing, plus any rights to any Purported
Notes. The Company agreed to pay the Defendants the sum of Two
Hundred Thousand Dollars ($200,000) by November 5, 2020 and the
parties agreed to not make any disparaging statements about each
other. Eagle Oil
Parties and Green Stream Holdings Inc. have entered into a
settlement agreement which either side admits any wrong doing, etc.
as per the agreement.
Green Stream (PK) (USOTC:GSFI)
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Green Stream (PK) (USOTC:GSFI)
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