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.
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(Exact Name of Registrant as Specified In Its Charter)
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Wyoming
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20-1144153
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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16620 Marquez Ave
Pacific Palisades, CA
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90272
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(Address of Principal Executive Offices)
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(ZIP Code)
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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
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¨
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Accelerated filer
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Non-Accelerated filer
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¨
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Smaller reporting company
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x
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Emerging Growth Company
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x
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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:
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Raise capital to begin installing Community Solar projects.
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Initiate aggressive online and offline marketing campaigns to build our brand, market awareness, and recognition.
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Increase sales via increased advertising and marketing campaigns.
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Identify attractive financing options for customers. We will refer our customers to a variety of options for financing their solar energy systems including home improvement loans, equipment leases and power purchase agreements and will continue our research for the best solutions for the customers.
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Hire additional key employees to help strengthen the Company.
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We plan to work with (i) 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:
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We offer unique innovative products.
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We offer a flexible menu of product financing options and types of agreements.
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We are located in the states where utility costs are high and/or incentives for solar energy systems are available, therefore, offering an attractive alternative to conventional power sources.
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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/
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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.
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We face intense competition from
other system integrators and other energy generation products. If we fail to compete effectively, we may be unable to increase
our market share and sales.
The mainstream power generation market
and related product sectors are well established, and we are competing with power generation from more traditional processes that
can generate power at lower costs than most renewable or environmentally driven processes. Further, within the renewable power
generation and technologies markets, we face competition from other methods of producing renewable or environmentally positive
power. Then, the solar power market itself is intensely competitive and rapidly evolving. Our competitors have established market
positions more prominent than ours, and if we fail to attract and retain customers, we may be unable to achieve sales and market
share. There are a number of major multi-national corporations that provide solar installation services such as REC, Solar City,
and Sunpower Corporation. Established integrators are growing and consolidating, including GoSolar, Sunwize, Sunenergy, and Real
Good Solar and we expect that future competition will include new entrants to the solar power market. Further, many of our competitors
may be developing or may be currently providing products based on new solar power technologies that may have costs similar to,
or lower than, our projected costs.
Some of our competitors are substantially
larger than we are, have longer operating histories and have substantially greater financial, technical, manufacturing and other
resources than we do. Our competitors’ greater sizes in some cases provide them with competitive advantages with respect
to manufacturing costs and the ability to allocate costs across a greater volume of production and purchase raw materials at lower
prices. They also have far greater name recognition, an established distribution network and an installed base of customers. In
addition, many of our competitors have well-established relationships with current and potential resellers, which have extensive
knowledge of our target markets. As a result, our competitors will be able to devote greater resources to the research, development,
promotion, and sale of their products and may be able to respond more quickly to evolving industry standards and changing customer
requirements than we can.
Our sales and installations are subject
to seasonality of customer demand and weather conditions which are outside of our control.
Our sales are subject to the seasonality
of when customers buy solar energy systems. Historically, we are expected to experience spikes in orders during the spring and
summer months which, due to lead time, result in installations and revenue increase during the summer and fall. Tax incentives
can generate additional backlog prior to the end of the year, depending upon the incentives available and whether customers are
looking to take advantage of such incentives before the end of the year.
Our ability to construct systems outdoors
may be impacted by inclement weather, which can be most prominent in our geographic installation regions during the first and fourth
quarters of the year. As a result of these factors, our first quarter is generally our slowest quarter of the year. If unexpected
natural events occur and we are unable to manage our cash flow through these seasonal factors, there could be a negative impact
on our financial position, liquidity, results of operations and cash flow.
Our inability to respond to changing
technologies and issues presented by new technologies could harm our business.
The solar energy industry is subject to
technological change. If we rely on products and technologies that cease to be attractive to customers, or if we are unable to
respond appropriately to changing technologies and changes in product function or quality, we may not be successful in capturing
or retaining significant market share. In addition, any new technologies utilized in our solar energy systems may not perform as
expected or as desired, in which event our adoption of such products or technologies may harm our business.
We rely heavily on a limited number
of designers, suppliers, installers and other vendors, and if these companies were unable to deliver critical components and services,
it would adversely affect our ability to operate and our financial results.
We rely on a limited number of third-party
suppliers to provide the components used in our solar-panel based greenhouses and our solar energy systems. We also rely on key
vendors to provide internal and external services which are critical to our operations, including installation of solar energy
systems, accounting and customer relationship management software, facilities and communications. The failure of our suppliers
and vendors to supply us with products and services in a timely manner or on commercially reasonable terms could result in lost
orders, delay our project schedules, limit our ability to operate and harm our financial results. If any of our suppliers or vendors
were to fail to supply our needs on a timely basis or to cease providing us key components or services we use, we would be required
to secure alternative sources of supply. We may have difficulty securing alternative sources of supply. If this were to occur,
our business would be harmed.
The installation and ongoing operation
of solar energy systems involves significant safety risks.
Solar energy systems generate electricity,
which is inherently dangerous. Installation of these systems also involves the risk of fire, personal injuries occurring at the
job site and other risks typical of construction projects. Although we take many steps to assure the safe installation and operation
of our solar energy systems and greenhouse, and maintain insurance against such liabilities, we may nevertheless be exposed to
significant losses arising from personal injuries or property damage arising from our projects.
United States trade policy affects
our ability to purchase domestic solar panels.
One of the effects of the United States
tariffs on imported solar panels, including solar panels from China, is an increased demand for products manufactured in the United
States which may affect both our ability to purchase solar panels and the price and other terms at which solar panels are available
to us. Because of the increased demand for domestically manufactured solar panels, we cannot assure you that, if we seek to purchase
solar panels from Renewable Energy Development, a New York-based company, it will have the capacity to fill our orders at a commercially
reasonable price or that we will be able to purchase solar panels from other suppliers at a reasonable cost. Our inability to obtain
domestically produced solar panels can impair our ability to generate revenue and maintain reasonable gross margins.
Changes in net metering regulations
could impair the market for solar products.
Net metering is a billing mechanism that
credits solar energy system owners for the electricity that they add to the electricity grid. If the owner of a solar system generates
more electricity than it consumes, the excess electricity is sold back to the grid. California’s first net metering policy
set a “cap” for the three investor-owned utility companies in the state: Pacific Gas & Electric (PG&E), San
Diego Gas & Electric (SDG&E), and Southern California Edison (SCE). All three have reached their cap where total solar
installations in each utility’s territory were capped at five percent of total peak electricity demand. The California Public
Utilities Commission (CPUC) created the known as “Net Metering 2.0” (NEM 2.0) that extends California net metering.
NEM 2.0 is slightly different from the first net metering policy. Under NEM 2.0, customers will still receive the retail credit
for electricity produced but will be required to pay more in Non-Bypassable Charges. NEM 2.0 also requires new solar customers
to pay a one-time Interconnection Application Fee, the amount of which is dependent upon the utility company. For systems under
1MW, this fee is $132 for San Diego Gas & Electric, $145 for Pacific Gas & Electric, and $75 for Southern California Edison.
NEM 2.0 customers are also required to use Time of Use (ToU) rates. These changes alter the return on investment for solar customers,
and our pricing needs to reflect this change in order for the purchase of a solar system to be economically attractive to the customer,
which may be reflected in lower prices and reduced margins.
To the extent that utility companies are
not required to purchase excess electricity from owners of solar systems or are permitted to lower the amounts paid, the market
for solar systems may be impaired. Because net metering can enable the solar system owner to further reduce the cost of electricity
by selling excess electricity to the utility company, any elimination or reduction of this benefit would reduce the cost savings
from solar energy. We cannot assure you that net metering will not be eliminated, or the benefits significantly reduced for future
solar systems which may dampen the market for solar energy.
Although we are not regulated as
a utility company, changes in regulations may subject us to regulation as a utility.
We are presently exempt from regulation
as a utility as we have “qualifying facility” status with the Federal Energy Regulatory Commission for all of our qualifying
solar energy projects. Any local, state, federal or foreign regulations which classify us as a utility could place significant
restrictions on our ability to operate our business by prohibiting or otherwise restricting our sale of electricity. If we were
subject to the same state, federal or foreign regulatory authorities as utility companies in the United States or if new regulatory
bodies were established to oversee our business in the United States or in foreign markets such as China, then our operating costs
would materially increase, which would impair our ability to generate a profit from our business.
Our business would be impaired if
we lose our licenses, if more stringent government regulations are enacted or if we fail to comply with the growing number of regulations
pertaining to solar energy and consumer financing industries.
Our business is or may become subject to
numerous federal and state laws and regulations. The installation of solar energy systems performed by us is subject to oversight
and regulation under local ordinances, building, zoning and fire codes, environmental protection regulation, utility interconnection
requirements, and other rules and regulations. The financing transactions the Company are subject to numerous consumer credit and
financing regulations. The consumer protection laws, among other things:
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require us to obtain and maintain licenses and qualifications;
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limit certain interest rates, fees and other charges we are allowed to charge;
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limit or prescribe certain terms of the loans to our customers; and
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require specific disclosures and the use of special contract forms.
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The number of laws affecting both aspects
of our business continues to grow. We can give no assurances that we will properly and timely comply with all laws and regulations
that may affect us. If we fail to comply with these laws and regulations, we may be subject to civil and criminal penalties. In
addition, non-compliance with certain consumer disclosure requirements related to home solicitation sales and home improvement
contract sales affords residential customers with a right to rescind such contracts in some jurisdictions.
Changes in regulations relating to
fossil fuel can impact the market for renewable energy, including solar.
The market for renewable energy in general
and solar energy, in particular, is affected by regulations relating to the use of fossil fuel and the encouragement of renewable
energy. To the extent that changes in regulations have the effect of reducing the cost of gas, oil, and coal or encouraging the
use of such fuels, the market for solar systems may be impaired.
A material decline in the price of electricity
charged by the local utility company to commercial users may impair our ability to attract commercial customers.
Often large commercial customers pay less
for energy from utility companies than residential customers. To the extent that utility companies offer commercial customers a
lower rate for electricity, they may be less willing to switch to solar energy. Under such conditions, we may be unable to offer
solar energy systems in commercial markets that produce electricity at rates that are competitive with the price of retail electricity
they are able to obtain from the local utility company. In such event, we would be at a competitive disadvantage compared to the
local utility company and may be unable to attract new commercial customers, which would impact our revenues.
Solar energy and other forms of renewable
energy compete with other forms of energy and the attractiveness of solar energy reflects the cost of electricity from the local
grid.
Solar energy competes with all other
forms of energy, including, particularly local utility companies, whose pricing structure effectively determines the market
for solar energy. If consumers, whether residential or commercial, believe that they are paying and will continue to pay too much
for electricity from a local utility company, they may consider other alternatives, including alternative providers of electricity
from local utility companies as well as forms of renewable energy. If they are in a location where, because of the climate and
geography, solar energy is a possibility, they may consider solar energy as an alternative, provided they are satisfied that they
will receive net savings in their cost of electricity and their system will provide them with a constant source of energy. Further,
although some customers may purchase a solar energy system because of environmental considerations, we believe that the cost of
electricity is the crucial factor that influences the decision of a user, particularly a commercial user, to elect to use solar
energy.
RISKS RELATED TO OUR BUSINESS
Our annual and quarterly financial
results are subject to significant fluctuations depending on various factors, many of which are beyond our control.
Our sales and operating results can vary
significantly from quarter to quarter and year to year depending on various factors, many of which are beyond our control. These
factors include, but are not limited to:
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seasonal consumer demand for our products;
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discretionary spending habits;
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changes in pricing in, or the availability of supply in, the used powerboat market;
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variations in the timing and volume of our sales;
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the timing of our expenditures in anticipation of future sales;
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sales promotions by us and our competitors;
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changes in competitive and economic conditions generally;
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consumer preferences and competition for consumers’ leisure time; and
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changes in the cost or availability of our labor.
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As a result, our results of operations
may decline quickly and significantly in response to changes in order patterns or rapid decreases in demand for our products. We
anticipate that fluctuations in operating results will continue in the future.
Our limited operating history with
our current business lines makes it difficult to evaluate our current and future prospects and may increase the risk associated
with your investment.
We have a limited operating history with
our current business lines. Consequently, our operations are subject to all the risks inherent in the establishment of new business
lines in industries within which we are not necessarily familiar. We have encountered and will continue to encounter risks and
difficulties frequently experienced by rapidly growing companies in constantly evolving industries, including the risks described
in this prospectus. If we do not address these risks successfully, our business, financial condition, results of operations and
prospects will be adversely affected, and the market price of our common stock could decline. As such, any predictions about our
future revenue and expenses may not be as accurate as they would be if we had a longer operating history in our current business
lines or operated in a more predictable market.
We will need a significant amount
of capital to carry out our proposed business plan and, unless we are able to raise sufficient funds or generate sufficient revenues,
we may be forced to discontinue our operations.
Our ability to obtain the necessary financing
to execute our business plan is subject to a number of factors, including general market conditions and investor acceptance of
our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable
to us. If we are unable to raise sufficient funds or generate them through revenues, we will have to significantly reduce our spending,
delay or cancel our planned activities or substantially change our current corporate structure. There is no guarantee that we will
be able to obtain any funding or that we will have sufficient resources to continue to conduct our operations as projected, any
of which could mean that we will be forced to discontinue our operations.
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.
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Our intellectual property rights
or our means of enforcing those rights may be inadequate to protect our business, which may result in the unauthorized use of our
products or reduced sales or otherwise reduce our ability to compete.
Our business and competitive position depend
upon our ability to protect our intellectual property rights and proprietary technology, including any new brands that we develop.
We attempt to protect our intellectual property rights, primarily in the United States, through a combination of patent, trade
secret and other intellectual property laws, as well as licensing agreements and third-party nondisclosure and assignment agreements.
Because of the differences in foreign patent and other laws concerning intellectual property rights, our intellectual property
rights may not receive the same degree of protection in foreign countries as they would in the United States. Our failure to obtain
or maintain adequate protection of our intellectual property rights, for any reason, could have a materially adverse effect on
our business, results of operations and financial condition. Further, any patents issued in connection with our efforts to develop
new technology for solar panel greenhouse modules may not be broad enough to protect all of the potential uses of our technology.
We also rely on unpatented proprietary
technology. It is possible others will independently develop the same or similar technology or otherwise obtain access to our unpatented
technology. To protect our trade secrets and other proprietary information, we will require our employees, consultants and advisors
to execute proprietary information and invention assignment agreements when they begin working for us. We cannot assure these agreements
will provide meaningful protection of our trade secrets, unauthorized use, misappropriation or disclosure of trade secrets, know-how
or other proprietary information. Despite our efforts to protect this information, unauthorized parties may attempt to obtain and
use information that we regard as proprietary. If we are unable to maintain the proprietary nature of our technologies, we could
be materially adversely affected.
In addition, when others control the prosecution,
maintenance and enforcement of certain important intellectual property, such as technology licensed to us, the protection and enforcement
of the intellectual property rights may be outside of our control. If the entity that controls intellectual property rights that
are licensed to us does not adequately protect those rights, our rights may be impaired, which may impact our ability to develop,
market and commercialize our products. Further, if we breach the terms of any license agreement pursuant to which a third party
licenses us intellectual property rights, our rights under that license may be affected and we may not be able to continue to use
the licensed intellectual property rights, which could adversely affect our ability to develop, market and commercialize our products.
If third parties claim we are infringing
or misappropriating their intellectual property rights, we could be prohibited from selling our products, be required to obtain
licenses from third parties or be forced to develop non-infringing alternatives, and we could be subject to substantial monetary
damages and injunctive relief.
The solar power industry is characterized
by the existence of a large number of patents and frequent litigation based on allegations of patent infringement. We are aware
of numerous issued patents and pending patent applications owned by third parties that may relate to current and future generations
of solar energy. The owners of these patents may assert the manufacture, use or sale of any of our products infringes one or more
claims of their patents. Moreover, because patent applications can take many years to issue, there may be currently pending applications,
unknown to us, which may later result in issued patents that materially and adversely affect our business. Third parties could
also assert claims against us that we have infringed or misappropriated their intellectual property rights. Whether or not such
claims are valid, we cannot be certain we have not infringed the intellectual property rights of such third parties. Any infringement
or misappropriation claim could result in significant costs or substantial damages to our business or an inability to manufacture,
market or sell any of our PV modules found to infringe or misappropriate. Even if we were to prevail in any such action, the litigation
could result in substantial cost and diversion of resources that could materially and adversely affect our business. A large number
of patents, the rapid rate of new patent issuances, the complexities of the technology involved, and uncertainty of litigation
increase the risk of business assets and management’s attention being diverted to patent litigation. Even if obtaining a
license were feasible, it could be costly and time-consuming. We might be forced to obtain additional licenses from our existing
licensors in the event the scope of the intellectual property we have licensed is too narrow to cover our activities, or in the
event, the licensor did not have sufficient rights to grant us the license(s) purportedly granted. Also, some of our licenses may
restrict or limit our ability to grant sub-licenses and/or assign rights under the licenses to third parties, which may limit our
ability to pursue business opportunities.
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.
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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:
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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.
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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.
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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.
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Name of Beneficial Owner (1)
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Common Stock Beneficially Owned (1)
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Percentage of Common Stock Owned (1)
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Shares of Series B Preferred Stock Held (2)
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Percentage of Series B Preferred Held
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Number of Total Voting Shares
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Percentage of Total Voting Shares
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Madeleine Cammarata, CEO and President
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2,000,000
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3.2%
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600,000
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100%
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600,000,000,000
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99.99%
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Richard Rodgers, Director
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0
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0
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0
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0
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0
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0
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James Ware, Director
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1,000,000
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1.6%
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0
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0
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0
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0
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Directors and Officers (3 people)
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3,000,0006
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4.7%
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600,000
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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.
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