Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM 10-K/A
☒ ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended: April 30,
2020
GREEN STREAM HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Wyoming |
|
000-53279 |
|
20-1144153 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of
Incorporation or Organization) |
|
File
Number) |
|
Identification No.) |
16620 Marquez Ave
Pacific Palisades, CA 90272
(Address of Principal Executive Office) (Zip Code)
(310) 230-0240
Registrant’s telephone number, including area code)
____________________________________________________
(Former name or former address, if changed since last report)
Securities registered pursuant to
Section 12(b) of the Act:
None.
Securities registered pursuant to
Section 12(g) of the Act:
|
Title of each
class |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.001 |
|
OTC Markets: GFSI |
| |
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
|
| |
Yes |
☐ |
No |
☒ |
| |
| Indicate by check
mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. |
| |
Yes |
☐ |
No |
☒ |
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange
Act of 1934 during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirement for the past 90 days. Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 31, 2019 (the last business day of the registrant’s
most recently completed second fiscal quarter), the aggregate
market value of the common stock held by non-affiliates of the
registrant was approximately $6.7 million based on the closing
sales price of $1.10 on the OTC Markets. All executive officers and
directors of the registrant have been deemed, solely for the
purpose of the foregoing calculation, to be “affiliates” of the
registrant. As of August 18, 2020 there were 65,395,665 shares of
the registrant’s common stock outstanding.
EXPLANATORY PARAGRAPH
The sole purpose of this Amendment No.
1 to the Annual Report on Form 10-K for the year ended April 30,
2020 of Green Stream Holdings, inc. (the “Company”) filed with the
Securities and Exchange Commission on August 19, 2020 (the “Form
10-K”) is to amend the financial statements to state that they are
Audited for the fiscal years ended April 30, 2020 and 2019. They
were erroneously labeled as unaudited even though the Report of
Independent Accounting Firm on page F-2 was presented.
No other changes have been made to the
Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the
original filing date of the Form 10-K, does not reflect events that
may have occurred subsequent to the original filing date, and does
not modify or update in any way disclosures made in the original
Form 10-K.
INDEX
PART I
Introduction
We are a provider of next-generation solar energy solutions to
underrepresented and/or growing market segments. To date, we
announced the first-ever construction of a solar greenhouse
incorporating proprietary greenhouse technology which uses
customized red greenhouse glass and seamless solar panels. The
Company is concurrently operating in multiple markets and is
prepared for conducting business in several industry-friendly
countries, states, and regions including California, Nevada,
Arizona, Washington, New York, New Jersey, Massachusetts, New
Mexico, Colorado, Hawaii, and Canada. Our business office is
located at 16620 Marquez Ave Pacific Palisades, CA 90272.
History
The Company was formed in Wyoming in 2004 and was initially engaged
in acquiring, developing, operating and selling real estate on Long
Island, in New York State. In 2005, the Company acquired a 20,000
square foot office building which we then renovated for use as
medical offices. We started to rent space in the building in 2006.
In 2008, after the Company sold its interest in the medical office
building, we explored additional real estate projects and entered
into a contract to purchase property to develop in Bay Shore, New
York. On April 30, 2020, the Company acquired Eagle Oil Company, a
Wyoming corporation from Eagle Environmental Technologies Ltd.,
resulting in Eagle Oil becoming a wholly-owned subsidiary of the
Company. Eagle Oil was subsequently merged into the Company and the
Company changed its name to Green Stream Holdings Inc.
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 providing
access to solar and renewable energy to energy consumers. The
Company is concurrently operating in multiple markets and is
prepared for conducting business in several industry-friendly
countries, states, and regions including California, Nevada,
Arizona, Washington, New York, New Jersey, Massachusetts, New
Mexico, Colorado, Hawaii, and Canada.
Green Stream Finance, Inc., 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 normally can’t use solar
power. However, most solar developments deliver that renewable
energy exclusively to people in the immediate area who have bought
into the program. 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 and Renewable Energy Development LLC (“RED”), a
leading expert in solar infrastructure design.
We endeavor to make the move to solar energy simple for our
customers by managing and executing the process with our sales,
installation and managing teams. Our key advantage is that we don’t
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
remain to be the party who communicates with the customers
throughout the entire period of services of our energy
solutions.
The Company’s strategy to increase sales will be to offer
fundamentally unique solar power products, including solar
greenhouses designed by RED, and to introduce a highly customizable
and personalized approach to after-sales customer service through a
unique type of contractual relationship with its customers.
During the next six months it is the Company’s plan to:
| |
· |
Raise
capital to begin installing Community Solar projects. |
| |
· |
Initiate aggressive online and offline marketing
campaigns to build our brand, market awareness, and
recognition. |
| |
· |
Increase sales via increased advertising and
marketing campaigns. |
| |
· |
Identify attractive financing options for
customers. We will refer our customers to a variety of options for
financing their solar energy systems including home improvement
loans, equipment leases and power purchase agreements and will
continue our research for the best solutions for the
customers. |
| |
· |
Hire
additional key employees to help strengthen the
Company. |
We plan to work with (i) private homeowners, (ii) local roofing
companies, (iii) solar installation companies, (iv) custom
homebuilders, (v) mass-market homebuilders and (vi) and commercial
building multi-unit residential owners. We are currently working
with commercial building and property owners in New York and New
Jersey.
Description of Products and Service
Green Stream endeavors to provide solar energy solutions to
underrepresented and/or growing market segments that seek renewable
energy solutions but don’t have direct access to them. We seek to
do this through offering solutions in Community Solar and with
Solar Greenhouses, the next evolution of the greenhouse.
Solar Greenhouses
A critical component to the Company’s mission is the Company’s
next-generation solar greenhouses. To date, we announced the
first-ever construction of a solar greenhouse incorporating
proprietary greenhouse technology which uses customized red
greenhouse glass and seamless solar panels.
Such greenhouses comprise an innovative and aesthetically pleasing
solar power system that is expected to significantly increase the
use of space in comparison with conventional greenhouses. The red
greenhouse glass removes the green light and increases the ratio
from red to blue light, which significantly increases plant growth
as compared to current solar greenhouse constructions. Comprised
entirely of solar panels, with the walls of the structure itself
made of solar glass, these innovative greenhouses may be placed on
top of warehouses or other buildings.
The greenhouse designs are the brainchild of world-renowned
architect Mr. Antony Morali, with whom the Company has engaged
through a joint venture and profit-sharing agreement. Mr. Morali
also serves as the lead designer of the Company’s current and
planned solar greenhouse construction projects. RED, a leading
expert in solar infrastructure design, is engaged in several large
solar project constructions within the New York metropolitan
area.
We already began commercializing the product in North America. The
announced construction using this revolutionary solar technology is
currently underway in downtown Las Vegas, Nevada.
Community Solar
Electricity generation in the U.S. is progressing to a renewable
market. Solar energy is on the rise due to state and federal
government tax incentives, ease of operation and maintenance, and
declining costs. The economy is creating a market for renewable
energy that helps conserve our natural resources and clean energy
that reduce the long-standing harmful environmental effects of coal
and oil.
The renewable energy market is growing with federal and
particularly state, regulations passing and implementing bills
around the nation for more renewable sources. California is taking
the lead on sustainable energy with their passing of a Senate Bill
(SB 350) that requires 50% of electricity to come from renewable
sources by 2030. The enactment of SB 350 encourages the procurement
of electricity from renewable sources, providing a market for solar
power plants in California.
Demand for photovoltaic (“PV”) solar power in the U.S. has grown
significantly over the last few years and is projected by the Solar
Energy Industries Association (“SEIA”) to continue growing rapidly.
According to SEIA, from 2007 through 2017, the U.S. Solar market
grew at an average annual rate of 59 percent. SEIA had projected a
compound annual growth rate of 28 percent between 2012 and 2016.
There were 10,608 MW installed in 2017 and in 2017 solar accounted
for 30% of all new electric generating capacity installed.
For all of 2017, non-residential PV was the only segment expected
to grow on an annual basis. The segment’s growth comes from
projects rushing to install before rate and incentive structures
changes in select markets, along with the continued emergence of
business and community solar, which is on track to grow by more
than 50% year-over-year. According to market segment data from
SEIA, installed capacity of utility-scale PV projects grew from 58
MW in 2009 to 53 GW at the end of 2017. Utility-scale solar (plants
with a capacity of at least one megawatt) comprise about 2% of all
utility-scale electric generating capacity and 0.9 % of
utility-scale generation. The first utility-scale solar plants were
installed in the mid-1980s, but more than half of the currently
operating utility-scale solar capacity came online since 2015.
Community solar energy incentives coupled with the exorbitant
electricity costs have generated a rapidly growing community solar
market. The Company is targeting multiple high revenue verticals
within the expanding solar energy markets, including but not
limited to the rapidly increasing community solar space. For
instance, in New York City, where building owners pay some of the
highest electricity prices, the Company, plans on renting from
50,000 to 100,000 square feet of rooftop space in the near future
to install its solar power solution providing the option of
renewable solar power to local customers.
The Company expects to receive substantial 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 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 realizes that it should distinguish itself not solely
by means of its unique products but additionally through a
personalized and convenient contractual relationship with its
customers. Accordingly, the Company believes that the revenues in
key regions will be derived directly from Purchase Power Agreements
(PPAs) or simple leasing agreements. Ultimately, PPA is a financial
arrangement in which a third-party developer, such as the Company,
owns, operates, and maintains the photovoltaic (PV) system, and a
host customer agrees to site the system on its property and
purchases the system’s electric output from the solar services
provider for a predetermined period. This financial arrangement
allows the host customer to receive stable and low-cost
electricity, while the solar services provider or another party
acquires valuable financial benefits, such as tax credits and
income generated from the sale of electricity. In accordance with
the terms of the PPAs, the Company acts as the developer, designer,
and the administrator of the project, dealing with permits,
finances, and managing of the solar system, and well as
installation and maintenance thereof. A customer, or “Host,” will
pay a rate for such services, which is typically lower than the
local utility’s retail rate of electricity. This lower electricity
price significantly offsets the customer’s purchase of electricity
from the host’s grid during the length of the PPA.
An interconnection agreement is generally required from the
applicable local electricity utility to interconnect a solar energy
system with the utility grid. In almost all cases, interconnection
agreements are standard form agreements that have been pre-approved
by the local public utility commission or other regulatory body
with jurisdiction over interconnection. As such, no additional
regulatory approvals are required once interconnection agreements
are signed. We prepare and submit these agreements on behalf of our
customers to ensure compliance with interconnection rules. With
this business model, the host customer buys the services produced
by our solar energy solutions rather than the solution itself. This
framework is referred to as the services model, and the developers
who offer PPAs are generally known as solar services providers. PPA
arrangements enable the host customer to avoid many of the
traditional barriers to the installation of on-site solar systems:
high up-front capital costs, system performance risk, and complex
design and permitting processes. In addition, PPA arrangements can
be cash flow positive for the host customer from the day the system
is commissioned.
The solar services provider functions as the project coordinator,
arranging the financing, design, permitting, and construction of
the system. The solar services provider purchases the solar panels
for the project from a PV manufacturer, who provides warranties for
system equipment. The installer will design the system, specify the
appropriate system components, and may perform the follow-up
maintenance over the life of the PV system. To install the system,
the solar services provider might use an in-house team of
installers or have a contractual relationship with an independent
installer. Once the PPA 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 will engage customers
in 10 to 15-year leasing terms for both the solar infrastructure
and the next-generation batteries requisite advanced for its
operation. The Company is currently targeting major investment
groups, brokers, and private investors in order to capitalize on a
variety of unique investment opportunities in the commercial solar
energy markets.
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 currently has reached information agreements in
principal with six different commercial property owners to lease
space to install community solar installations and has received
design and installation proposals for two of the proposed
installations. We have been raising funds through our Regulation A
Offering (the “Offering”) that was previously qualified to be able
to support payments on the proposed leases and installations as
well as operational expenses and costs of continued development of
the solar greenhouses in conjunction with RED.
We had a net loss of $112,714 for the fiscal year ended April 30,
2019 and a net loss of $168,000 for the nine-month period ended
January 1, 2020. We have limited cash on hand and have not produced
any revenues. Therefore, we will be dependent upon selling shares
of our common stock pursuant to our Regulation A Offering to
continue to finance the Company’s operations. We expect to finance
the installation of solar systems with conventional debt financing
for the bulk of the cost along with the sale of federal tax
credits. Depending upon the state of operation, a portion of the
cost will also be paid from state grants and incentives.
Major Suppliers and Key Contractors
We established important contractual relationship with 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. The loss of either of these suppliers
would have serious negative effects on our business, as it would
take time to establish relationships with new suppliers.
Competition
Although many small and medium-sized companies are still in the
process of understanding how solar energy can make sense for them,
more than 100 of the Fortune 500 companies have already received
significant results by using solar power.
Nevertheless, we believe our primary competitors are the
traditional local utilities that supply energy to our potential
customers. We compete with these traditional utilities primarily
based on price, predictability of price and the ease by which
customers can switch to electricity generated by our solar energy
systems rather than fossil-based alternatives. We believe that our
pricing and focus on customer relationships allow us to compete
favorably with traditional utilities in the regions we service.
Other sources of competition are other solar energy system
providers such as Tesla, Inc., Vivint Solar Inc., Sunrun Inc.,
Sungevity, Inc., Tiger Reef, Inc., and many others. These companies
may offer products that are similar to our solar energy systems,
and we primarily compete with these companies based on price. We
believe that we compete favorably with these companies.
The Company anticipates that the following factors will give us a
competitive advantage because we expect to become a technology
company insulated by patents creating a barrier to competition, as
well as a company selling a product with brand recognition and
expect the customers to select the Company because:
| |
· |
We
offer unique innovative products. |
| |
· |
We
offer a flexible menu of product financing options and types of
agreements. |
| |
· |
We
are located in the states where utility costs are high and/or
incentives for solar energy systems are available, therefore,
offering an attractive alternative to conventional power
sources. |
Employees
The Company has no full-time employees.
Patents and Trademarks
The company relies on a combination of trade secret, 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.
The Company holds no patents, nor at this time, has any patent
pending.
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
Once it begins manufacturing its product, the company may use,
generate, and discharge toxic, volatile, or otherwise hazardous
chemicals and wastes in its research and development,
manufacturing, and construction activities. The company will be
subject to a variety of federal, state, and local governmental laws
and regulations related to the purchase, storage, use, and disposal
of hazardous materials. In addition, these laws and regulations may
impose substantial liabilities for the failure to comply with them
or for any contamination resulting from the operations associated
with our assets. Laws and regulations protecting the environment
have become more stringent in recent years, and may in certain
circumstances impose “strict liability,” rendering a person liable
for environmental damage without regard to negligence or fault on
the part of such person. Such laws and regulations may expose us to
liability for the conduct of or conditions caused by others, or for
our acts which were in compliance with all applicable laws at the
time such acts were performed. The application of these
requirements or the adoption of new requirements could have a
material adverse effect on our financial position and results of
operations. Compliance with these laws and regulations may be
costly and may have a material adverse effect on our business and
results of operations.
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.
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.
This offering and any investment in our common stock involve a high
degree of risk. You should carefully consider the risks described
below and all of the information contained in this offering
circular before deciding whether to purchase our common stock. If
any of the following risks actually occur, our business, financial
condition and results of operations could be harmed, and you may
lose all or part of your investment.
The Company considers the following to be all known material risks
to an investor regarding this offering. The Company should be
viewed as a high-risk investment and speculative in nature. An
investment in our common stock may result in a complete loss of the
invested amount. Please consider the following risk factors before
deciding to invest in our common stock.
RISKS RELATED TO THE INDUSTRY
The demand for products requiring significant initial capital
expenditures such as solar power products and related services are
affected by general economic conditions.
The United States and countries worldwide have recently experienced
a period of declining economies and turmoil in financial markets. A
sustained economic recovery is uncertain. In particular, terrorist
acts and similar events, continued unrest in the Middle East or
war, in general, could contribute to a slowdown of the market
demand for products that require significant initial capital
expenditures, including demand for solar power systems and solar
greenhouses. In addition, increases in interest rates may increase
financing costs to customers, which in turn may decrease demand for
our solar power products. If economic recovery is slowed as a
result of the recent economic, political and social events, or if
there are further terrorist attacks in the United States or
elsewhere, we may experience decreases in the demand for our solar
power products, which may harm our operating results.
If there is a shortage of components and/or key components
rise significantly in price that may constrain our revenue
growth.
The market for photovoltaic installations has continued to grow
despite worldwide financial and economic issues. The introduction
of significant production capacity has continued and has increased
supply and reduced the cost of solar panels. If demand increases
and supply contracts, the resulting likely price increase could
adversely affect sales and profitability. From 2009 through 2014,
there was a tremendous increase in the capacity to produce solar
modules, primarily from China, which coupled with the worst
economic downturn in nearly a century, significantly reduced the
price of solar panels. As demand for solar panels will likely
increase with an economic recovery, demand and pricing for solar
modules could increase, potentially limiting access to solar
modules and reducing our selling margins for panels.
Shortages of silicon and inverters or supply chain issues could
adversely affect the availability and cost of our solar energy
systems. Manufacturers of photovoltaic modules depend upon the
availability and pricing of silicon, one of the primary materials
used in photovoltaic modules. The worldwide market for silicon from
time to time experiences a shortage of supply, which can cause the
prices for photovoltaic modules to increase and supplies to become
difficult to obtain. While we have been able to obtain sufficient
supplies of solar photovoltaic modules to satisfy our needs to
date, this may not be the case in the future. Future increases in
the price of silicon or other materials and components could result
in an increase in costs to us, price increases to our customers or
reduced margins.
Other international trade conditions such as work slowdowns and
labor strikes at port facilities or major weather events can also
adversely impact the availability and price of solar photovoltaic
modules.
Existing regulations and policies and changes to these
regulations and policies may present technical, regulatory and
economic barriers to the purchase and use of solar power products,
which may significantly reduce demand for our products.
The market for electricity generation is heavily influenced by
foreign, U.S. federal, state and local government regulations and
policies concerning the electric utility industry, as well as
policies promulgated by electric utilities. These regulations and
policies often relate to electricity pricing and technical
interconnection of customer-owned electricity generation. In the
U.S. these regulations and policies are being modified and may
continue to be modified. Customer purchases of or further
investment in the research and development of alternative energy
sources, including solar power technology, could be deterred by
these regulations and policies, which could result in a significant
reduction in the potential demand for our solar power products, for
example, without certain major incentive programs and or the
regulatory mandated exception for solar power systems, utility
customers are often charged interconnection or standby fees for
putting distributed power generation on the electric utility
network. These fees could increase the cost to our customers of
using our solar power products and make them less desirable,
thereby harming our business, prospects, results of operations and
financial condition.
We anticipate that our solar power products and their installation
will be subject to oversight and regulation in accordance with
national and local ordinances relating to building codes, safety,
and environmental protection, utility interconnection and metering
and related matters. It is difficult to track the requirements of
individual states and design equipment to comply with the varying
standards. Any new government regulations or utility policies
pertaining to our solar power products may result in significant
additional expenses to us and our resellers and their customers
and, as a result, could cause a significant reduction in demand for
our solar power products.
The reduction, elimination or expiration of government
subsidies and economic incentives for on-grid solar electricity
applications could reduce demand for solar power systems and harm
our business.
The market for solar energy applications depends in large part on
the availability and size of local, state, and federal government
and economic incentives that vary by geographic market. The
reduction, elimination or expiration of government subsidies and
economic incentives for solar electricity may negatively affect the
competitiveness of solar electricity relative to conventional and
non-solar renewable sources of electricity and could harm or halt
the growth of the solar electricity industry and our business.
The cost of solar power currently is less than retail electricity
rates in most markets, and we believe solar will continue to do so
for the foreseeable future. As a result, federal, state and local
government bodies, the United States has provided incentives in the
form of feed-in tariffs, or FITs, rebates, tax credits and other
incentives to system owners, distributors, system integrators and
manufacturers of solar power systems to promote the use of solar
electricity in on-grid applications and to reduce dependency on
other forms of energy. Many of these government incentives expire,
phase out over time, terminate upon the exhaustion of the allocated
funding or require renewal by the applicable authority. In
addition, electric utility companies or generators of electricity
from other non-solar renewable sources of electricity may
successfully lobby for changes in the relevant legislation in their
markets that are harmful to the solar industry. Reductions in, or
eliminations or expirations of, governmental incentives could
result in decreased demand for and lower revenue from solar PV
systems, which would adversely affect sales of our products.
Our success depends, in part, on the quality and safety of
the services we provide.
We do not design and manufacture our own products. We can and do
use a variety of products and do not have a commitment to any
single manufacturer. We do not warranty our products because this
is the responsibility of the manufacturer. However, we do warranty
our installation workmanship and could suffer a loss of customer
referrals and reputation degradation if our quality workmanship is
not maintained.
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 doesn’t 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 may need additional capital to develop our
business.
The development of our services will require the commitment of
resources to increase the advertising, marketing and future
expansion of our business. In addition, expenditures will be
required to enable us in 2019 and 2020 to conduct planned business
research, development of new affiliate and associate offices, and
marketing of our existing and future products and services.
Currently, we have no established bank-financing arrangements.
Therefore, it is possible that we would need to seek additional
financing through a subsequent future private offering of our
equity securities, or through strategic partnerships and other
arrangements with corporate partners.
We cannot give any assurance that any additional financing will be
available to us, or if available, will be on terms favorable to us.
The sale of additional equity securities could result in dilution
to our stockholders. Sales of existing shareholders of the common
stock and preferred stock in the public market could adversely
affect prevailing market prices and could impair the Company’s
future ability to raise capital through the sale of the equity
securities. The incurrence of indebtedness would result in
increased debt service obligations and could require us to agree to
operating and financing covenants that would restrict our
compensation. If adequate, additional financing is not available on
acceptable terms, we may not be able to implement our business
development plan or continue our business operations.
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
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Continued deregulation of the electric power
industry and broader energy industry. |
We face intense competition from other system integrators and
other energy generation products. If we fail to compete
effectively, we may be unable to increase our market share and
sales.
The mainstream power generation market and related product sectors
are well established, and we are competing with power generation
from more traditional processes that can generate power at lower
costs than most renewable or environmentally driven processes.
Further, within the renewable power generation and technologies
markets, we face competition from other methods of producing
renewable or environmentally positive power. Then, the solar power
market itself is intensely competitive and rapidly evolving. Our
competitors have established market positions more prominent than
ours, and if we fail to attract and retain customers, we may be
unable to achieve sales and market share. There are a number of
major multi-national corporations that provide solar installation
services such as REC, Solar City, and Sunpower Corporation.
Established integrators are growing and consolidating, including
GoSolar, Sunwize, Sunenergy, and Real Good Solar and we expect that
future competition will include new entrants to the solar power
market. Further, many of our competitors may be developing or may
be currently providing products based on new solar power
technologies that may have costs similar to, or lower than, our
projected costs.
Some of our competitors are substantially larger than we are, have
longer operating histories and have substantially greater
financial, technical, manufacturing and other resources than we do.
Our competitors’ greater sizes in some cases provide them with
competitive advantages with respect to manufacturing costs and the
ability to allocate costs across a greater volume of production and
purchase raw materials at lower prices. They also have far greater
name recognition, an established distribution network and an
installed base of customers. In addition, many of our competitors
have well-established relationships with current and potential
resellers, which have extensive knowledge of our target markets. As
a result, our competitors will be able to devote greater resources
to the research, development, promotion, and sale of their products
and may be able to respond more quickly to evolving industry
standards and changing customer requirements than we can.
Our sales and installations are subject to seasonality of
customer demand and weather conditions which are outside of our
control.
Our sales are subject to the seasonality of when customers buy
solar energy systems. Historically, we are expected to experience
spikes in orders during the spring and summer months which, due to
lead time, result in installations and revenue increase during the
summer and fall. Tax incentives can generate additional backlog
prior to the end of the year, depending upon the incentives
available and whether customers are looking to take advantage of
such incentives before the end of the year.
Our ability to construct systems outdoors may be impacted by
inclement weather, which can be most prominent in our geographic
installation regions during the first and fourth quarters of the
year. As a result of these factors, our first quarter is generally
our slowest quarter of the year. If unexpected natural events occur
and we are unable to manage our cash flow through these seasonal
factors, there could be a negative impact on our financial
position, liquidity, results of operations and cash flow.
Our inability to respond to changing technologies and issues
presented by new technologies could harm our
business.
The solar energy industry is subject to technological change. If we
rely on products and technologies that cease to be attractive to
customers, or if we are unable to respond appropriately to changing
technologies and changes in product function or quality, we may not
be successful in capturing or retaining significant market share.
In addition, any new technologies utilized in our solar energy
systems may not perform as expected or as desired, in which event
our adoption of such products or technologies may harm our
business.
We rely heavily on a limited number of designers, suppliers,
installers and other vendors, and if these companies were unable to
deliver critical components and services, it would adversely affect
our ability to operate and our financial results.
We rely on a limited number of third-party suppliers to provide the
components used in our solar-panel based greenhouses and our solar
energy systems. We also rely on key vendors to provide internal and
external services which are critical to our operations, including
installation of solar energy systems, accounting and customer
relationship management software, facilities and communications.
The failure of our suppliers and vendors to supply us with products
and services in a timely manner or on commercially reasonable terms
could result in lost orders, delay our project schedules, limit our
ability to operate and harm our financial results. If any of our
suppliers or vendors were to fail to supply our needs on a timely
basis or to cease providing us key components or services we use,
we would be required to secure alternative sources of supply. We
may have difficulty securing alternative sources of supply. If this
were to occur, our business would be harmed.
The installation and ongoing operation of solar energy
systems involves significant safety risks.
Solar energy systems generate electricity, which is inherently
dangerous. Installation of these systems also involves the risk of
fire, personal injuries occurring at the job site and other risks
typical of construction projects. Although we take many steps to
assure the safe installation and operation of our solar energy
systems and greenhouse, and maintain insurance against such
liabilities, we may nevertheless be exposed to significant losses
arising from personal injuries or property damage arising from our
projects.
United States trade policy affects our ability to purchase
domestic solar panels.
One of the effects of the United States tariffs on imported solar
panels, including solar panels from China, is an increased demand
for products manufactured in the United States which may affect
both our ability to purchase solar panels and the price and other
terms at which solar panels are available to us. Because of the
increased demand for domestically manufactured solar panels, we
cannot assure you that, if we seek to purchase solar panels from
Renewable Energy Development, a New York-based company, it will
have the capacity to fill our orders at a commercially reasonable
price or that we will be able to purchase solar panels from other
suppliers at a reasonable cost. Our inability to obtain
domestically produced solar panels can impair our ability to
generate revenue and maintain reasonable gross margins.
Changes in net metering regulations could impair the market
for solar products.
Net metering is a billing mechanism that credits solar energy
system owners for the electricity that they add to the electricity
grid. If the owner of a solar system generates more electricity
than it consumes, the excess electricity is sold back to the grid.
California’s first net metering policy set a “cap” for the three
investor-owned utility companies in the state: Pacific Gas &
Electric (PG&E), San Diego Gas & Electric (SDG&E), and
Southern California Edison (SCE). All three have reached their cap
where total solar installations in each utility’s territory were
capped at five percent of total peak electricity demand. The
California Public Utilities Commission (CPUC) created the known as
“Net Metering 2.0” (NEM 2.0) that extends California net metering.
NEM 2.0 is slightly different from the first net metering policy.
Under NEM 2.0, customers will still receive the retail credit for
electricity produced but will be required to pay more in
Non-Bypassable Charges. NEM 2.0 also requires new solar customers
to pay a one-time Interconnection Application Fee, the amount of
which is dependent upon the utility company. For systems under 1MW,
this fee is $132 for San Diego Gas & Electric, $145 for Pacific
Gas & Electric, and $75 for Southern California Edison. NEM 2.0
customers are also required to use Time of Use (ToU) rates. These
changes alter the return on investment for solar customers, and our
pricing needs to reflect this change in order for the purchase of a
solar system to be economically attractive to the customer, which
may be reflected in lower prices and reduced margins.
To the extent that utility companies are not required to purchase
excess electricity from owners of solar systems or are permitted to
lower the amounts paid, the market for solar systems may be
impaired. Because net metering can enable the solar system owner to
further reduce the cost of electricity by selling excess
electricity to the utility company, any elimination or reduction of
this benefit would reduce the cost savings from solar energy. We
cannot assure you that net metering will not be eliminated, or the
benefits significantly reduced for future solar systems which may
dampen the market for solar energy.
Although we are not regulated as a utility company, changes
in regulations may subject us to regulation as a
utility.
We are presently exempt from regulation as a utility as we have
“qualifying facility” status with the Federal Energy Regulatory
Commission for all of our qualifying solar energy projects. Any
local, state, federal or foreign regulations which classify us as a
utility could place significant restrictions on our ability to
operate our business by prohibiting or otherwise restricting our
sale of electricity. If we were subject to the same state, federal
or foreign regulatory authorities as utility companies in the
United States or if new regulatory bodies were established to
oversee our business in the United States or in foreign markets
such as China, then our operating costs would materially increase,
which would impair our ability to generate a profit from our
business.
Our business would be impaired if we lose our licenses, if
more stringent government regulations are enacted or if we fail to
comply with the growing number of regulations pertaining to solar
energy and consumer financing industries.
Our business is or may become subject to numerous federal and state
laws and regulations. The installation of solar energy systems
performed by us is subject to oversight and regulation under local
ordinances, building, zoning and fire codes, environmental
protection regulation, utility interconnection requirements, and
other rules and regulations. The financing transactions the Company
are subject to numerous consumer credit and financing regulations.
The consumer protection laws, among other things:
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require us to obtain and maintain licenses and
qualifications; |
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limit certain interest rates, fees and other
charges we are allowed to charge; |
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limit or prescribe certain terms of the loans to
our customers; and |
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require specific disclosures and the use of
special contract forms. |
The number of laws affecting both aspects of our business continues
to grow. We can give no assurances that we will properly and timely
comply with all laws and regulations that may affect us. If we fail
to comply with these laws and regulations, we may be subject to
civil and criminal penalties. In addition, non-compliance with
certain consumer disclosure requirements related to home
solicitation sales and home improvement contract sales affords
residential customers with a right to rescind such contracts in
some jurisdictions.
Changes in regulations relating to fossil fuel can impact the
market for renewable energy, including solar.
The market for renewable energy in general and solar energy, in
particular, is affected by regulations relating to the use of
fossil fuel and the encouragement of renewable energy. To the
extent that changes in regulations have the effect of reducing the
cost of gas, oil, and coal or encouraging the use of such fuels,
the market for solar systems may be impaired.
A material decline in the price of electricity charged by the
local utility company to commercial users may impair our ability to
attract commercial customers.
Often large commercial customers pay less for energy from utility
companies than residential customers. To the extent that utility
companies offer commercial customers a lower rate for electricity,
they may be less willing to switch to solar energy. Under such
conditions, we may be unable to offer solar energy systems in
commercial markets that produce electricity at rates that are
competitive with the price of retail electricity they are able to
obtain from the local utility company. In such event, we would be
at a competitive disadvantage compared to the local utility company
and may be unable to attract new commercial customers, which would
impact our revenues.
Solar energy and other forms of renewable energy compete with
other forms of energy and the attractiveness of solar energy
reflects the cost of electricity from the local grid.
Solar energy competes with other all other forms of energy,
including, particularly local utility companies, whose pricing
structure effectively determines the market for solar energy. If
consumers, whether residential or commercial, believe that they are
paying and will continue to pay too much for electricity from a
local utility company, they may consider other alternatives,
including alternative providers of electricity from local utility
companies as well as forms of renewable energy. If they are in a
location where, because of the climate and geography, solar energy
is a possibility, they may consider solar energy as an alternative,
provided they are satisfied that they will receive net savings in
their cost of electricity and their system will provide them with a
constant source of energy. Further, although some customers may
purchase a solar energy system because of environmental
considerations, we believe that the cost of electricity is the
crucial factor that influences the decision of a user, particularly
a commercial user, to elect to use solar energy.
RISKS RELATED TO OUR BUSINESS
Our annual and quarterly financial results are subject to
significant fluctuations depending on various factors, many of
which are beyond our control.
Our sales and operating results can vary significantly from quarter
to quarter and year to year depending on various factors, many of
which are beyond our control. These factors include, but are not
limited to:
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seasonal consumer demand for our
products; |
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discretionary spending habits; |
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changes in pricing in, or the availability of
supply in, the used powerboat market; |
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variations in the timing and volume of our
sales; |
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the
timing of our expenditures in anticipation of future
sales; |
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sales
promotions by us and our competitors; |
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changes in competitive and economic conditions
generally; |
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consumer preferences and competition for
consumers’ leisure time; and |
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changes in the cost or availability of our
labor. |
As a result, our results of operations may decline quickly and
significantly in response to changes in order patterns or rapid
decreases in demand for our products. We anticipate that
fluctuations in operating results will continue in the future.
Our limited operating history with our current business lines
makes it difficult to evaluate our current and future prospects and
may increase the risk associated with your investment.
We have a limited operating history with our current business
lines. Consequently, our operations are subject to all the risks
inherent in the establishment of new business lines in industries
within which we are not necessarily familiar. We have encountered
and will continue to encounter risks and difficulties frequently
experienced by rapidly growing companies in constantly evolving
industries, including the risks described in this prospectus. If we
do not address these risks successfully, our business, financial
condition, results of operations and prospects will be adversely
affected, and the market price of our common stock could decline.
As such, any predictions about our future revenue and expenses may
not be as accurate as they would be if we had a longer operating
history in our current business lines or operated in a more
predictable market.
We will need a significant amount of capital to carry out our
proposed business plan and, unless we are able to raise sufficient
funds or generate sufficient revenues, we may be forced to
discontinue our operations.
Our ability to obtain the necessary financing to execute our
business plan is subject to a number of factors, including general
market conditions and investor acceptance of our business plan.
These factors may make the timing, amount, terms and conditions of
such financing unattractive or unavailable to us. If we are unable
to raise sufficient funds or generate them through revenues, we
will have to significantly reduce our spending, delay or cancel our
planned activities or substantially change our current corporate
structure. There is no guarantee that we will be able to obtain any
funding or that we will have sufficient resources to continue to
conduct our operations as projected, any of which could mean that
we will be forced to discontinue our operations.
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. The Company believes that the claims
regarding the Purported Notes are invalid and has commenced an
action in the United States District Court for the District of
Nevada, for, among other things, a declaratory judgment asserting
that the purported notes are not valid and are unenforceable and
for a money judgement for punitive damages. Moreover, the Company
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.), potential
competitors will likely attempt to duplicate our business model.
Some of our potential competitors may have significantly greater
resources than we have, which may make it difficult for us to
compete. There can be no assurance that we will be able to
successfully compete against these other entities. Additionally,
our contractors are not subjected to an exclusive contractual
relationship with the Company.
Conflict of Interest
The Company is subject to various potential and actual conflicts of
interest arising out of its relationship with its President and/or
affiliates of the Company: transactions with affiliates of the
President of the Company and/or such other persons and entities;
the payment of substantial sums from the proceeds of this offering
to such affiliates; and, competition for the time and services of
the President, agents, employees, and affiliates with other
projects or businesses that they run.
Limited Full-Time Employees and Staff
Assuming successful completion of this Offering, we intend to hire
necessary support staff and will hire, as and when needed, such
management, support personnel, independent consultants, as it may
deem necessary for the purposes of its business operations and the
President. There can be no assurance that the Company and its
President will be able to recruit and hire required support
personnel under acceptable terms. The Company’s business would be
adversely affected if it were unable to retain the required
personnel.
Dealings with the Company
The President controls the business and affairs of the Company.
Consequently, the President will be able to control the President’s
own compensation and to approve dealings, if any, by the Company
with other entities with which the President is also involved.
Furthermore, the President controls the majority of the voting
power in the Company. Although the President intends to act fairly
and in full compliance with her fiduciary obligations, there can be
no assurance that the Company will not, as a result of the conflict
of interest described above, sometimes enter into arrangements
under terms less beneficial to the Company than it could have
obtained had it been dealing with unrelated persons.
Limitation of Liability of the President and
Directors
To the maximum extent allowed by law, the President and Directors
will have limited liability for breach of fiduciary duty and for
(i) any breach of the duty of loyalty to the Company or its
shareholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law;
or (iii) any transactions from which the President and its
Affiliates derived an improper personal benefit.
Exclusive Selection of Forum in the Bylaws
Our corporate bylaws provide that unless the Corporation consents
in writing to the selection of an alternative forum, to the fullest
extent permitted by law, all Internal Corporate Claims, as defined
in the Bylaws, may be brought solely and exclusively in the
District Court, Sheridan County, Wyoming (or, if such court does
not have jurisdiction, the United States Court for the District of
Wyoming). “Internal Corporate Claims” are defined as claims,
including claims in the right of the Corporation, brought by a
stockholder (including a beneficial owner) (i) that are based upon
a violation of a duty owed by a current or former Director or
officer or stockholder in such capacity or (ii) as to which the WCC
confers jurisdiction upon the District Court. Please read our
bylaws carefully in connection with this risk factor.
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 accountant has indicated doubt about our ability to
continue as a going concern.
Our accountant has expressed doubt about our ability to continue as
a going concern. Our financial statements do not include
adjustments that might result from the outcome of this uncertainty.
If we are unable to generate significant revenue or secure
financing, we may be required to cease or curtail our
operations.
No intention to pay dividends.
A return on investment may be limited to the value of our common
stock. We do not currently anticipate paying cash dividends in the
foreseeable future. The payment of dividends on our common stock
will depend on earnings, financial condition, and other business
and economic factors affecting it at such time as the Board may
consider relevant. Our current intention is to apply net earnings,
if any, in the foreseeable future to increasing our capital base
and development and marketing efforts. There can be no assurance
that the Company will ever have sufficient earnings to declare and
pay dividends to the holders of our common stock, and in any event,
a decision to declare and pay dividends is at the sole discretion
of the Board. If we do not pay dividends, our common stock may be
less valuable because a return on your investment would only occur
if the Company’s stock price appreciates.
We depend on key personnel and future members of management,
and the loss of services of one or more members of our senior
management team, or our inability to attract and retain highly
qualified personnel, could adversely affect our business, diminish
our investment opportunities and weaken our relationships with
lenders, business partners and existing and prospective industry
participants, which could negatively affect our financial
condition, results of operations, cash flow and trading price of
our common stock.
Our success depends on our ability to attract and retain the
services of executive officers, senior officers, and community
managers. There is substantial competition for qualified personnel
in the niche area of solar-panel greenhouse design, manufacturing,
and sales industry and the loss of our key personnel could have an
adverse effect on us. Our continued success and our ability to
manage anticipated future growth depend, in large part, upon the
efforts of key personnel. The loss of services of senior management
and solar-panel design team which we may hire, or our inability to
attract and retain highly qualified personnel, could adversely
affect our business, diminish our investment opportunities and
weaken our relationships with lenders, business partners, and
industry participants, which could negatively affect our financial
condition, results of operations and cash flow.
The ability of stockholders to control our policies and
effect a change of control of our company is limited by certain
provisions of our Articles of Incorporation and bylaws and by
Nevada and Wyoming Law.
There are provisions in our Articles of Incorporation and bylaws
that may discourage a third party from making a proposal to acquire
us, even if some of our stockholders might consider the proposal to
be in their best interests. These provisions include the
following:
Our Articles of Incorporation authorizes our board of directors to
issue shares of preferred stock with such rights, preferences, and
privileges as determined by the board, and therefore to authorize
us to issue such shares of stock. We believe these Articles of
Incorporation provisions will provide us with increased flexibility
in structuring possible future financings. The additional classes
or series will be available for issuance without further action by
our stockholders, unless such action is required by applicable law
or the rules of any stock exchange or automated quotation system on
which our securities may be listed or traded. Although our board of
directors does not currently intend to do so, it could authorize us
to issue a class or series of stock that could, depending upon the
terms of the particular class or series, delay, defer or prevent a
transaction or a change of control of our company that might
involve a premium price for holders of our common stock or that our
common stockholders otherwise believe to be in their best
interests.
Our board of directors may change our policies without
stockholder approval.
Our policies, including any policies with respect to investments,
leverage, financing, growth, debt, and capitalization, will be
determined by our board of directors or those committees or
officers to whom our board of directors delegates such authority.
Our board of directors will also establish the amount of any
dividends or other distributions that we may pay to our
stockholders. Our board of directors or the committees or officers
to which such decisions are delegated will have the ability to
amend or revise these and our other policies at any time without
stockholder vote. Accordingly, our stockholders will not be
entitled to approve changes in our policies, and, while not
intending to do so, may adopt policies that may have a material
adverse effect on our financial condition and results of
operations.
Our business could be adversely impacted if there are
deficiencies in our disclosure controls and procedures or internal
control over financial reporting.
The design and effectiveness of our disclosure controls and
procedures and internal control over financial reporting may not
prevent all errors, misstatements or misrepresentations. While
management will continue to review the effectiveness of our
disclosure controls and procedures and internal control over
financial reporting, there can be no guarantee that our internal
control over financial reporting will be effective in accomplishing
all control objectives all of the time. Furthermore, our disclosure
controls and procedures and internal control over financial
reporting with respect to entities that we do not control or manage
may be substantially more limited than those we maintain with
respect to the subsidiaries that we have controlled or managed over
the course of time. Deficiencies, including any material weakness,
in our internal control over financial reporting which may occur in
the future could result in misstatements of our results of
operations, restatements of our financial statements, a decline in
our stock price, or otherwise materially adversely affect our
business, reputation, results of operations, financial condition or
liquidity.
Solar greenhouses incorporating proprietary greenhouse
technology is a new product that exposes us to many new risks and
uncertainties.
Following the merger and acquisition agreement dated February 14,
2019, we repositioned our business model with an immediate focus on
developing solar panel greenhouses products. Developing a new
product under a new brand with solar technology and red glass
exposes us to many risks and uncertainties that are new to our
business. We have limited experience in the design, manufacture,
marketing, distribution and sale of consumer-oriented products. Our
ability to be successful with our line of consumer-oriented
products will depend on a number of factors, including whether:
| |
· |
We
can achieve and maintain customer acceptance of our new
products; |
| |
|
|
| |
· |
We
can rapidly develop and successfully introduce large numbers of new
products in response to changing customer preferences; |
| |
|
|
| |
· |
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; |
| |
|
|
| |
· |
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; |
| |
|
|
| |
· |
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 |
| |
|
|
| |
· |
We
can successfully manage the substantial inventory and other asset
risks associated with the manufacture and sale of our products,
given the rapid and unpredictable pace of product obsolescence in
solar panel markets. |
Our intellectual property rights or our means of enforcing
those rights may be inadequate to protect our business, which may
result in the unauthorized use of our products or reduced sales or
otherwise reduce our ability to compete.
Our business and competitive position depend upon our ability to
protect our intellectual property rights and proprietary
technology, including any new brands that we develop. We attempt to
protect our intellectual property rights, primarily in the United
States, through a combination of patent, trade secret and other
intellectual property laws, as well as licensing agreements and
third-party nondisclosure and assignment agreements. Because of the
differences in foreign patent and other laws concerning
intellectual property rights, our intellectual property rights may
not receive the same degree of protection in foreign countries as
they would in the United States. Our failure to obtain or maintain
adequate protection of our intellectual property rights, for any
reason, could have a materially adverse effect on our business,
results of operations and financial condition. Further, any patents
issued in connection with our efforts to develop new technology for
solar panel greenhouse modules may not be broad enough to protect
all of the potential uses of our technology.
We also rely on unpatented proprietary technology. It is possible
others will independently develop the same or similar technology or
otherwise obtain access to our unpatented technology. To protect
our trade secrets and other proprietary information, we will
require our employees, consultants and advisors to execute
proprietary information and invention assignment agreements when
they begin working for us. We cannot assure these agreements will
provide meaningful protection of our trade secrets, unauthorized
use, misappropriation or disclosure of trade secrets, know-how or
other proprietary information. Despite our efforts to protect this
information, unauthorized parties may attempt to obtain and use
information that we regard as proprietary. If we are unable to
maintain the proprietary nature of our technologies, we could be
materially adversely affected.
In addition, when others control the prosecution, maintenance and
enforcement of certain important intellectual property, such as
technology licensed to us, the protection and enforcement of the
intellectual property rights may be outside of our control. If the
entity that controls intellectual property rights that are licensed
to us does not adequately protect those rights, our rights may be
impaired, which may impact our ability to develop, market and
commercialize our products. Further, if we breach the terms of any
license agreement pursuant to which a third party licenses us
intellectual property rights, our rights under that license may be
affected and we may not be able to continue to use the licensed
intellectual property rights, which could adversely affect our
ability to develop, market and commercialize our products.
If third parties claim we are infringing or misappropriating
their intellectual property rights, we could be prohibited from
selling our products, be required to obtain licenses from third
parties or be forced to develop non-infringing alternatives, and we
could be subject to substantial monetary damages and injunctive
relief.
The solar power industry is characterized by the existence of a
large number of patents and frequent litigation based on
allegations of patent infringement. We are aware of numerous issued
patents and pending patent applications owned by third parties that
may relate to current and future generations of solar energy. The
owners of these patents may assert the manufacture, use or sale of
any of our products infringes one or more claims of their patents.
Moreover, because patent applications can take many years to issue,
there may be currently pending applications, unknown to us, which
may later result in issued patents that materially and adversely
affect our business. Third parties could also assert claims against
us that we have infringed or misappropriated their intellectual
property rights. Whether or not such claims are valid, we cannot be
certain we have not infringed the intellectual property rights of
such third parties. Any infringement or misappropriation claim
could result in significant costs or substantial damages to our
business or an inability to manufacture, market or sell any of our
PV modules found to infringe or misappropriate. Even if we were to
prevail in any such action, the litigation could result in
substantial cost and diversion of resources that could materially
and adversely affect our business. A large number of patents, the
rapid rate of new patent issuances, the complexities of the
technology involved, and uncertainty of litigation increase the
risk of business assets and management’s attention being diverted
to patent litigation. Even if obtaining a license were feasible, it
could be costly and time-consuming. We might be forced to obtain
additional licenses from our existing licensors in the event the
scope of the intellectual property we have licensed is too narrow
to cover our activities, or in the event, the licensor did not have
sufficient rights to grant us the license(s) purportedly granted.
Also, some of our licenses may restrict or limit our ability to
grant sub-licenses and/or assign rights under the licenses to third
parties, which may limit our ability to pursue business
opportunities.
There has been only a limited public market for our common
stock and an active trading market for our common stock may not
develop following this offering.
There has not been any broad public market for our common stock,
and an active trading market may not develop or be sustained.
Shares of our common stock may not be able to be resold at or above
the initial public offering price. The initial public offering
price of our common stock has been determined arbitrarily by
management without regard to earnings, book value, or other
traditional indication of value. Our common stock may trade below
the initial public offering price following the completion of this
offering. The market value of our common stock could be
substantially affected by general market conditions, including the
extent to which a secondary market develops for our common stock
following the completion of this offering, the extent of
institutional investor interest in us, the general reputation of
companies in the world-class yacht sales industry and the
attractiveness of their equity securities in comparison to other
equity securities, our financial performance and general stock and
bond market conditions.
Investors may have difficulty in reselling their shares due
to the lack of market.
Our common stock is not currently traded on any exchange but is
quoted on OTC Markets Pink marketplace under the trading symbol
“GSFI.” There is a limited trading market for our common stock.
There is no guarantee that any significant market for our
securities will ever develop. Further, state securities laws may
make it difficult or impossible to resell our shares in certain
states. Accordingly, our securities should be considered highly
illiquid.
The market price and trading volume of our common stock may
be volatile following this offering.
Even if an active trading market develops for our common stock, the
trading price of our common stock may be volatile. In addition, the
trading volume in our common stock may fluctuate and cause
significant price variations to occur.
Some of the factors that could negatively affect our share price or
result in fluctuations in the price or trading volume of our common
stock include:
| |
· |
actual or anticipated variations in our quarterly
operating results or dividends; |
| |
|
|
| |
· |
changes in our funds from operations or income
estimates; |
| |
|
|
| |
· |
publication of research reports about us or solar
energy industry; |
| |
|
|
| |
· |
changes in market valuations of similar
companies; |
| |
|
|
| |
· |
adverse market reaction to any additional debt we
incur in the future; |
| |
|
|
| |
· |
additions or departures of key management
personnel; |
| |
|
|
| |
· |
actions by institutional
stockholders; |
| |
|
|
| |
· |
speculation in the press or investment
community; |
| |
|
|
| |
· |
the realization of any of the other risk factors
presented in this offering circular; |
| |
|
|
| |
· |
the extent of investor interest in our
securities; |
| |
|
|
| |
· |
investor confidence in the stock and bond
markets, generally; |
| |
|
|
| |
· |
changes in tax laws; |
| |
|
|
| |
· |
future equity issuances; |
| |
|
|
| |
· |
failure to meet income estimates; and |
| |
|
|
| |
· |
general market and economic
conditions. |
In the past, securities class-action litigation has often been
instituted against companies following periods of volatility in the
price of their common stock. This type of litigation could result
in substantial costs and divert our management’s attention and
resources, which could have an adverse effect on our financial
condition, results of operations, cash flow and the trading price
of our common stock.
There could be volatility in our share price due to shares
held by only a few people.
A small number of stockholders own a significant portion of our
public float. As of the date of this registration statement, a
limited number (less than 5) persons beneficially own and control a
significant portion of the public float of the Company. 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.
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:
| |
· |
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. |
| |
· |
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. |
| |
· |
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/ |
| Item
1B. |
Unresolved Staff
Comments. |
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.
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 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
3. |
Legal
Proceedings. |
From time to time, we may become involved in various lawsuits and
legal proceedings, which arise, in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an
adverse result in these or other matters may arise from time to
time that may harm our business.
We are currently aware of certain claims against the Company that
may result in the Company’s inability to conduct its business in
the manner described in this Offering Circular.
Relevant Background Facts
Subsequent to the Company’s acquisition of Green Stream Finance
Inc. (the “Acquisition”), disagreements arose between certain
holders of the shares of the Company’s preferred stock (the
“Preferred Holders”), the Company, and Madeleine Cammarata
personally. It is the position of the Company that at the behest of
the Preferred Holders certain disclosures were not made to Green
Stream Finance prior to the Acquisition and that the Preferred
Holders intentionally structured the merger and withheld the
information in order to either maintain or regain control of the
Company through the use of the Series B Convertible Preferred
Stock. Accordingly, 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 alleged the existence of
certain outstanding promissory notes (the “Purported Notes”) in the
amount of approximately $16,427,143, not including accrued
interest. The Company, however, believes that the Purported Notes
do not exist and there are therefore void or voidable. The Company
came to such conclusions for the following reasons: as per the
Company’s best knowledge formed by reviewing available corporate
records and the bank accounts the notes simply don’t exist.
Moreover, the Purported Notes were not disclosed in the Company’s
publicly available annual report for the period ended April 30,
2017, and were executed by one of the Preferred Holders. Further,
there is no indication that the Company ever received the
consideration claimed in the Purported Notes. Despite numerous
requests, the Company is not in receipt of the originals of the
Purported Notes as of the date of this registration statement, nor
complete copies thereof. Therefore, the Company formed the strong
belief that Purported Notes are bogus and merely a device to
further extort the Company.
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 Purported Notes in its now qualified
Regulation A Offering Circular. Additionally, the Settlement
contains the obligation of the Company to qualify its Regulation A
Offering by March 9, 2020, or Series B Convertible Preferred Stock
may be issued to Preferred Holders in an amount that will grant
them significant voting rights but that will not result in their
control of the majority of the voting power. In an effort to
resolve the continuing disputes between the Company and the
Preferred Holders, the Company determined that it was in its best
interests and in the best interests of its investors, to proceed
with the Settlement, as amended and to focus on its business rather
than on litigation with Preferred Holders.
The Company’s Regulation A Offering Circular was initially
qualified by the SEC on March 9, 2020. It was subsequently amended
and the amendment was qualified on April 21, 2020.
Notwithstanding the forgoing, the Eagle Oil Parties claim that the
Company breached the Settlement Agreement and that they are
entitled to the Series B Preferred Shares. The Company disputes
that there was any breach of the Settlement Agreement by the
Company and disputes the Eagle Oil Parties’ 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 Eagle Oil Parties may be entitled to
a total of 150,000 shares Series B Preferred Stock of the Company
that would Grant Eagle Oil Parties significant voting rights, but
not the majority of the voting power over the Company, together
with other and further relief awarded by the Court.
In July 2020, the Company commenced an action in the United States
District Court for the District of Nevada styled Green Stream
holdings, Inc. v. Khan, et. al., Case No. 2:20-CV-01328 (the
“Action”) against a the holder of the Purported Notes (the
“Defendants”) seeking, among other things, a declaratory judgment
that the Purported Notes are not valid and are unenforceable, an
injunction enjoining the Defendants from attempting to assert the
existence of the Purported Notes or to take any action to interfere
with the operations of the Company or disclosing information to the
Commission, punitive damages, attorney’s fees, and other costs and
expenses.
On August 16, 2020, without either party admitting or denying any
wrongdoing, the Company and the Defendants reached an agreement to
settle the Action in consideration for the dismissal of the Action,
mutual general releases, the return of the Defendants’ 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 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. A formal settlement
agreement and stipulation to dismiss the Action has not yet been
entered into.
| Item
4. |
Mine Safety
Disclosures. |
Not applicable.
PART II
| Item
5. |
Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities. |
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 July 1, 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.
Sales of Unregistered Securities for the year ended April 30,
2020.
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.
All of the securities referred to, above, were offered and sold
without registration under the Securities Act of 1933, as amended
(the “Securities Act”) in reliance on the exemptions provided by
Section 4(a)(2) of the Securities Act as provided in Rule 506(b) of
Regulation D promulgated thereunder. All of the foregoing
securities as well the Common Stock issuable upon conversion or
exercise of such securities, have not been registered under the
Securities Act or any other applicable securities laws and are
deemed restricted securities, and unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities
Act.
The sale of securities did not involve a public offering; the
Company made no solicitation in connection with the sale other than
communications with the investors; the Company obtained
representations from the investors regarding their investment
intent, experience and sophistication; and the investors either
received or had access to adequate information about the Company in
order to make an informed investment decision.
| Item
6. |
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.
| Item
7. |
Management’s Discussion and
Analysis of Financial Condition and Results of
Operations. |
The following Management’s Discussion and Analysis and Results of
Operations contains forward-looking statements.
Forward-looking statements reflect management’s current
expectations and are inherently uncertain. Our actual results
may differ significantly from management’s expectations.
The Company has yet to generate revenue from its operations during
the fiscal year ended April 30, 2020 and it has not had material or
consistent revenue in each of the last two fiscal years. In order
for the Company to maintain and expand its operations through the
next 12 months, it must: 1. Continue to raise through capital
infusions, either by means of equity or debt offerings, a minimum
of $1 million and up to $5 million; or 2. Continue to secure
license and development agreements that provide up-front fees or
guaranteed, royalties, in a minimum amount of $1 million and up to
$5 million. . The Company has prepared filings with the Securities
and Exchange Commission to become a fully reporting registrant
under the Securities and Exchange Act of 1934, as amended.
Management believes that this action will allow the Company to move
its common stock to a more stable market exchange, and provide
greater transparency to the Company’s operations, both necessary
steps towards attracting institutional investors. During the fiscal
year ended April 30, 2020 Company also received purchase orders for
multiple solar projects. The Company has secured two new Community
Solar Project agreements (the "Agreement") with CubeSmart Self
Storage of Hackensack, NJ ("CubeSmart"). The new locations are
anticipated to produce an additional $6.6 million in revenues,
that’s in addition to the previously announced $3.9 million
totaling $9.9 million for the entire project over a period of 25
years. The Company incurred net losses for the years ended April
30, 2020 and 2019 of ($251,476) and ($112,714), respectively.
Cumulative losses since inception are ($364,799). The Company has a
working capital deficit at April 30, 2020 of $364.799. Despite the
current private stock offerings and new contracts, there is no
guarantee whether the Company will be able to support its
operations on a long term basis. This raises doubt about the
Company’s ability to continue as a going concern. If additional
funds cannot be raised or otherwise generated, the Company may be
forced to reduce staff, minimize its research and development
activities, or in a worst case scenario, shut-down operations.
However, management is cautiously optimistic that they can continue
to improve operations and raise the appropriate funds to grow their
underlying business. As explained above, the Company is currently
raising working capital to fund its operations via private
placements of common stock, and has ongoing and pending contracts
that are expected to generate operating cash to support operations
well into 2022. Despite its limited cash resources, the Company is
able to retain engineering, consulting, legal and accounting
personnel partially through the raising of interim working capital.
The Company has substantial Commitments for Capital Expenditures.
In 2020 the Company acquired $131,184 f property and equipment. It
does not immediately anticipate a further purchase of facilities or
significant equipment;
Results of Operations Year Ended April 30, 2020 Compared to Year
Ended April 30, 2019
For the year ending April 30, 2020, the Company’s gross margin was
0% as a percentage of net sales as it was in 2019. Management does
not place great weight on these gross profit results at this time,
as sales revenue and cost of goods sold figures are in an early
stage of developing and refinement.
Operating Expenses.
Operating Expenses incurred for the year ending April 30, 2020 were
$251,476 as compared to $112,714 for the year ending April 30,
2019, an increase of $138,762. The majority of the increase was due
to additional general and administrative expenses reflective of the
additional legal and accounting to move the Company toward being
fully reporting. In 2010 the Company recognized a loss of $159,050
pursuant to converting debt into common stock. Income and Earnings
per Share. The net loss for the year ending April 30, 2020 was
($256,348), compared to net loss of ($112,714) for the year ending
April 30, 2019, a higher loss of $143,634. This variance is due to
the factors outlined above. Net loss per weighted average share was
($0.000946) for 2020 and ($0.0044) for 2019.
Liquidity and Capital Resources.
At April 30, 2020, net working capital was ($577,062) as compared
with ($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. 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 cautiously optimistic, however, that it will
be able to generate the funding required to continue and expand its
operations over the long term, and believes that it currently has
cash reserves and cash commitments available to fund operations
through the end of the year or longer.
Off-Balance Sheet Arrangements.
The Company does not have any off-balance sheet arrangements at
this time.
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 intend to
install solar systems where we will sell solar power 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, protection of our intellectual property, and
exploration of market opportunities, as well as for working capital
and other general corporate purposes. Our anticipated costs include
employee salaries and benefits, compensation paid to consultants,
capital costs for research and other equipment, costs associated
with development activities including travel and administration,
legal expenses, sales and marketing costs, general and
administrative expenses, and other costs associated with a
development-stage 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.
Forward-Looking Statements
The statement made above relating to the adequacy of our working
capital is a forward-looking statement within the meaning of the
Private Securities Litigation Reform Act of 1995. The statements
that express the “belief,” “anticipation,” “plans,” “expectations,”
“will” and similar expressions are intended to identify
forward-looking statements.
The results anticipated by any or all of these forward-looking
statements might not occur. Important factors, uncertainties and
risks that may cause actual results to differ materially from these
forward-looking statements include matters relating to the business
and financial condition of any company we acquire. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as the result of new information, future events
or otherwise.
| Item
7A. |
Quantitative and Qualitative
Disclosures About Market Risk. |
Not Applicable
| Item
8. |
Financial Statements and
Supplementary Data. |
The consolidated condensed financial statements and the Report of
Independent Registered Accounting Firm thereon are filed pursuant
to this Item 8 and are included in this report beginning on page
F-1.
| Item 9 |
Changes in and Disagreements
With Accountants on Accounting and Financial Disclosure. |
None.
| Item
9A |
Controls and
Procedures. |
Management’s Report on Disclosure Controls and
Procedures
Our management is responsible for establishing and maintaining a
system of disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to
ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the issuer’s management,
including its principal executive officer or officers and principal
financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure.
An evaluation was conducted under the supervision and with the
participation of our management of the effectiveness of the design
and operation of our disclosure controls and procedures as of April
3-, 2020. Based on that evaluation, our management concluded that
our disclosure controls and procedures were not effective as of
such date to ensure that information required to be disclosed in
the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms. The Company had no audit
committee. Such officer also confirmed that there was no change in
our internal control over financial reporting during the fiscal
year period ended April 30, 2020 that has materially affected, or
is reasonably likely to materially affect, our internal control
over financial reporting.
| Item
9B. |
Other
Information. |
None.
PART III
| Item
10. |
Directors, Executive
Officers and Corporate Governance. |
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 |
| Ashley C Gordon |
|
Director |
|
|
53 |
|
|
May 26, 2020 |
| 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
A legend on the famous Melrose strip, Madeleine Cammarata co-built
and managed the iconic Chuck’s Vintage for the last 18 years, a
denim-focused clothing store, that, for over two decades, was
synonymous with LA style. Known as the denim damsel, Madeleine
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’s award-winning company, Bright Minds of the future was
the #1 Elite Dealer for Hughes Network/DirecTV in Midwest North
America, and #1 in EchoStar/Dish network sales. In addition to his
extensive background in sales and marketing, Mr. Ware possesses
vast experience in the field of construction and solar development.
Through his efforts, Green Stream is currently in negotiations to
construct the first solar greenhouse in Las Vegas, which is
intended to become a destination spot for innovators considering
the Solar Greenhouse concept for their own solar greenhouse
operation. Mr. Ware will be involved in the sales division of the
company as well as acting in the capacity of VP of Solar
Construction. From 2010 through 2015 Mr. Wares the founder and the
owner of the luxury car and limousine services company Majestic
Luxury Services LLC. Since 2013, Mr. Ware has been the CEO of
Gravit Pro Holdings, a developer of health and fitness equipment.
Additionally, for the last two years he worked as an independent
consultant for various project managers.
Ashley Conrad Gordon
Ashley Gordon was appointed to the Board of Directors on May 26,
2020. Mr. Gordon has been in the renewable energy business for more
than a decade, starting as a Sales Manager at Next Generation
Alternative Energy in 2009, moving to Euro Cal Construction in 2012
as manager of Commercial Sales, and in 2017 becoming a Renewable
Energy Project Developer with Alacrity Energy. At Alactrity, he is
responsible for developing solar energy projects within the
Commercial & Industrial space. This includes contract
negotiation, property scoping, system design, ESS integration,
hiring subcontractors, equipment procurement, permit filing ,
timeline management, sales cycle management, field team management,
hosting meetings, reporting, selecting finance options (C-PACE,
PPA’s, operating leases, capital leases), and securing utility
interconnection agreements.
Richard Rodgers
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
specials in Government Guaranteed Lending standards, combined with
conventional lending, putting small businesses in position to grow
and expand.
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.
Audit Committee
We do not have an audit committee.
Audit Committee Financial Expert
Not applicable.
Limitation of Our Director’s Liability
Our Articles of Incorporation eliminate the liability of our
directors for monetary damages to the fullest extent possible.
However, our sole director (and future directors) remains
liable for:
| |
· |
any breach of the director's duty
of loyalty to us or our stockholders, |
| |
· |
acts or omission not in good
faith or that involve intentional misconduct or a knowing violation
of law, |
| |
· |
payments of dividends or approval
of stock repurchases or redemptions that are prohibited by Delaware
law, or |
| |
· |
any transaction from which the
director derives an improper personal benefit. |
These provisions do not affect any liability any director may have
under federal and state securities laws.
Code of Ethics
On April 30, 2009, the Company adopted a Code of Ethics that
applies to our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons
performing similar functions. For purposes of this Item, the term
“Code of Ethics” means written standards that are reasonably
designed to deter wrongdoing and to promote: Honest and ethical
conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships; full, fair, accurate, timely, and
understandable disclosure in reports and documents that the issuer
files with, or submits to, the SEC and in other public
communications made by the Company; compliance with applicable
governmental laws, rules and regulations; the prompt internal
reporting of violations of the code to the board of directors or
another appropriate person or persons; and, accountability for
adherence to the code. A copy of the Code of Ethics can be found as
Exhibit 99 to this Form 10-K.
| Item
11. |
Executive
Compensation. |
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 |
|
Director |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Richard Rodgers |
|
Director |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| |
(1) |
Ray
Anam resigned as an officer and director of the Company on April
10, 2020 |
Employment Agreements
The Company doesn’t have any agreements with its officers or
directors.
Compensation of Directors
Our board of directors has not received any compensation to
date.
Outstanding Awards at Fiscal Year End
The Company had no unexercised options, restricted stock that has
not vested, or equity incentive plans as of April 30, 2020.
| Item 12. |
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 29, 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 July 1, 2020, we had 63,395,665 shares of Common Stock
and of:
| |
· |
1,000,000 authorized shares of Convertible Series
A Preferred Shares. Convertible Series A Preferred Shares are
convertible into the shares of Common Stock at a ratio of 1,000
shares of Convertible Series A Preferred Shares to 1 share of
Common Stock. There are 53,000 shares issued and outstanding or 53
votes. |
| |
· |
1,000,000 authorized shares of Convertible Series
B Preferred Shares. Convertible Series B Preferred Shares are
convertible into the shares of Common Stock at a ratio of 1,000,000
shares of Common Stock for each single Convertible Series B
Preferred Share. Additionally, the Preferred B Shares are
non-dilutive. There are 600,000 shares issued and outstanding or
600,000,000,000 votes. |
| |
· |
10,000,000 authorized shares of Convertible
Series C Preferred Shares. Convertible Series C Preferred Shares
are convertible into Common Stock at a ratio of 1,000 shares of
Convertible Series C Preferred Share for one share of Common Stock.
There are 760,000 shares issued and outstanding or 760
votes. |
| Name
of Beneficial Owner (1) |
|
Common Stock Beneficially Owned (1) |
|
|
Percentage of Common Stock Owned (1) |
|
|
Shares of Series B Preferred Stock Held (2) |
|
|
Percentage of Series B Preferred Held |
|
|
Number of Total Voting Shares |
|
|
Percentage of Total Voting Shares |
|
|
Madeleine Cammarata, CEO and President |
|
|
0 |
|
|
|
0 |
|
|
|
600,000 |
|
|
|
100% |
|
|
|
600,000,000,000 |
|
|
|
99.99% |
|
| Richard Rodgers,
Director |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| James Ware,
Director |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| Ashly Gordon,
Director |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
| 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% |
|
| Directors and
Officers (5 people) |
|
|
21,175,296 |
|
|
|
33.4% |
|
|
|
600,000 |
|
|
|
100% |
|
|
|
600,021,175,296 |
|
|
|
99.992964% |
|
(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 13. |
Certain Relationships and
Related Transactions, and Director Independence. |
As of April 30, 2020, the Company did not have any related party
transactions
| Item
14. |
Principal Accounting Fees
and Services. |
Audit Fees
The fees billed for professional services rendered by our
independent registered public accounting firm for the audit of our
annual financial statements and review of our financial statements
for the fiscal year ended April 30, 2020 were $25,000 as compared
to $0 for the fiscal year ended April 30, 2019.
Audit-Related Fees
We did not incur any audit related fees during the fiscal years
ended April 30, 2020 or 2019.
Tax Fees
Our principal independent registered public accounting firms did
not perform any tax related services for us during the fiscal years
ended April 30, 2020 or 2019.
All Other Fees
Our independent registered public accounting firm did not perform
any other services for us during the fiscal years ended April 30,
2020 or 2019. We have not adopted audit committee
pre-approval policies and procedures.
PART IV
| Item
15. |
Exhibits, Financial
Statement Schedules. |
______________________
* Incorporated into this Report by reference to the Registrant's
Registration Statement on Form 10 dated June 13, 2008.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: October 8, 2020
| |
GREEN STREAM
HOLDINGS, INC. |
| |
|
| |
|
|
| |
By: |
/s/ Madeleine Cammarata |
| |
|
Madeleine Cammarata |
| |
|
Principal Executive
Officer |
| |
|
Principal Financial
Officer |
| |
|
Principal Accounting
Officer |
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
|
Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ James Ware |
|
Director |
|
October 8, 2020 |
| James Ware |
|
|
|
|
| |
|
|
|
|
| /s/ Ashley C Gordon |
|
Director |
|
October 8, 2020 |
| Ashley C Gordon |
|
|
|
|
| |
|
|
|
|
| /s/ Richard Rodgers |
|
Director |
|
October 8, 2020 |
| Richard
Rodgers |
|
|
|
|
Consolidated Condensed Financial Statements
April 30, 2020 and April 30, 2019 (Audited)
PCAOB Registered
AICPA Member
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 |
|
| |
|
(Audited) |
|
|
(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 audited
financial statements.
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED
STATEMENTS OF OPERATIONS
| |
|
Twelve Months Ended
April 30,
|
|
| |
|
2020 |
|
|
2019 |
|
| |
|
(Audited) |
|
|
(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 audited
financial statements.
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS
| |
|
For The
Twelve Months Ended |
|
| |
|
April 30, 2020 |
|
|
April 30, 2019 |
|
| |
|
(Audited) |
|
|
(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 audited
financial statements.
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For The Twelve Months Ended April 30, 2020
(Audited)
| |
|
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 audited
financial statements.
Green Stream Holdings, Corp.
NOTES TO THE CONSOLIDATED
CONDENSED FINANCIAL STATEMENTS
April 30, 2020 and 2019
(Audited)
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 (PK) (USOTC:GSFI)
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From Dec 2020 to Jan 2021
Green Stream (PK) (USOTC:GSFI)
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From Jan 2020 to Jan 2021
