UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: _____________from ________________ to _____________
Commission file number 001-36843
GREEN STREAM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| 20-1144153 | ||
| (State or incorporation or organization) | (I.R.S. Employer Identification No.) | |
16620 Marquez Ave Pacific Palisades, CA | 90272 | |
| (Address of |
(310) 230-0240
(Address of Principal Executive Office) (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes x 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 x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or afiler, smaller reporting company or an emerging growth company.
| Large accelerated filer¨ | Accelerated filer | ¨ | ||
| Non-accelerated filerx | Smaller reporting companyx | |||
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 ¨ Yes þ No Nox
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.001 par value per share | GSFI | OTC Markets |
The number of shares outstanding of each of the issuer’sissuer's classes of common stock, as of the latest practicable date.
| Class | Outstanding as of September 18, 2020 | |
| Common Stock, $0.001 par value per share | 65,903,165 |
Explanatory Paragraph
This Amendment No. 1 is being filed SOLELY to correct the signer. The original 10-Q was erroneously filed with an incorrect signatory who is not an officer of the company. Nothing else has changed from the original filing.
GREEN STREAM HOLDINGS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
AT OCTOBER 31, 2020 & APRIL 30, 2020
| October 31, 2020 | April 30, 2020 | |||||||
| (Audited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | – | $ | 14,727 | ||||
| TOTAL CURRENT ASSETS | – | 14,727 | ||||||
| FIXED ASSETS-NET | 1,075,962 | 915,654 | ||||||
| OTHER ASSETS-NET OF AMORTIZATION | 181,917 | 185,000 | ||||||
| TOTAL ASSETS | $ | 1,257,879 | $ | 1,115,381 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| LIABILITIES | ||||||||
| Bank Overdraft | $ | 17,861 | $ | – | ||||
| Accounts Payable | 58,827 | 44,448 | ||||||
| Accrued Interest Payable | 17,905 | 4,872 | ||||||
| Other Current Liabilities | 60,000 | 60,000 | ||||||
| Notes Payable | 740,678 | 340,900 | ||||||
| Due to Shareholder | 25,930 | 141,569 | ||||||
| TOTAL CURRENT LIABILITIES | 921,201 | 591,789 | ||||||
| TOTAL LIABILITIES | 921,201 | 591,789 | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred A Stock $.001 par value 1,000,000 Authorized 53,000 issued and outstanding at October 31, 2020 and April 30, 2020 respectively | 53 | 53 | ||||||
| Preferred B Stock $.001 par value 1,000,000 Authorized 600,000 issued and outstanding at October 31, 2020 and April 30, 2020 respectively | 600 | 600 | ||||||
| Preferred C Stock $.001 par value 10,000,000 Authorized 760,000 issued and outstanding at October 31, 2020 and April 30, 2020 respectively | 760 | 760 | ||||||
| Common Stock, $.001 par value 10,000,000,000 Authorized 69,136,500 issued and outstanding at October 31, 2020 and 10,000,000,000 Authorized 26,700,665 issued and outstanding at April 30, 2020 | 69,137 | 26,700 | ||||||
| Additional paid-in-capital | 1,390,164 | 864,540 | ||||||
| Retained earnings | (1,124,036 | ) | (369,062 | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 336,678 | 523,592 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 1,257,879 | $ | 1,115,381 | ||||
The accompanying notes are an integral part of the financial statements.
| 1 |
GREEN STREAM HOLDINGS, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2020 & OCTOBER 31, 2019
(UNAUDITED)
| 3 Months Ended October 31, 2020 | 3 Months Ended October 31, 2019 | 6 Months Ended October 31, 2020 | 6 Months Ended October 31, 2019 | |||||||||||||
| REVENUES: | ||||||||||||||||
| Sales | $ | – | $ | – | $ | – | $ | – | ||||||||
| TOTAL REVENUE | – | – | – | |||||||||||||
| COST OF SALES | – | – | ||||||||||||||
| GROSS MARGIN | – | – | ||||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Administrative expenses | 4,759 | 7,127 | 320,146 | 29,185 | ||||||||||||
| Advertising & Promotion | 19,710 | 13,550 | 23,808 | 13,550 | ||||||||||||
| Depreciation and amortization | 15,020 | – | 15,020 | – | ||||||||||||
| Travel | 33,413 | 4,235 | 42,721 | 16,487 | ||||||||||||
| Insurance | – | 1,587 | 770 | 13,059 | ||||||||||||
| Legal Fees | 8,000 | – | 50,450 | 20,100 | ||||||||||||
| Professional Fees | 39,628 | 2,330 | 192,803 | 10,957 | ||||||||||||
| Stock in lieu of services | – | – | 3,233 | – | ||||||||||||
| Rent | 6,650 | – | 29,650 | 8,559 | ||||||||||||
| Total Operating expenses | 127,180 | 28,829 | 678,600 | 111,894 | ||||||||||||
| NET OPERATING INCOME/ LOSS | (127,180 | ) | (28,829 | ) | (678,600 | ) | (111,894 | ) | ||||||||
| OTHER INCOME/(EXPENSE) | ||||||||||||||||
| Finance and interest fees | (21,154 | ) | – | (76,194 | ) | – | ||||||||||
| NET INCOME/(LOSS) | (148,334 | ) | (28,829 | ) | (754,794 | ) | (111,894 | ) | ||||||||
| Basic and Diluted Loss per Common Share | (.0109 | ) | (.0043 | ) | ||||||||||||
| Weighted Average Number of Common Shares Outstanding | 69,136,500 | 25,834,000 | ||||||||||||||
The accompanying notes are an integral part of the financial statements.
| 2 |
GREEN STREAM HOLDINGS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31 2020 & OCTOBER 31, 2019
(UNAUDITED)
| OCTOBER 31, 2020 | OCTOBER 31, 2019 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income / (Loss) | $ | (754,794 | ) | $ | (111,894 | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Depreciation and amortization | 15,020 | – | ||||||
| Shares issued for services | 3,233 | – | ||||||
| Increase/ (decrease) in accounts payable | (14,379 | ) | 47,946 | |||||
| Increase/ (decrease) in other current liabilities | – | 20,000 | ||||||
| Increase/ (decrease) in accrued interest payable | 13,033 | – | ||||||
| Overdraft | 17,861 | – | ||||||
| NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES | (720,026 | ) | (43,948 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Investment in Fixed Assets | (172,245 | ) | – | |||||
| NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from Reg A | 481,500 | – | ||||||
| Proceeds from Notes Payable | 280,405 | – | ||||||
| Proceeds from Loans from Stockholder | 115,639 | 66,762 | ||||||
| NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES | 877,544 | 66,762 | ||||||
| NET INCREASE/ (DECREASE) IN CASH | (14,727 | ) | – | |||||
| CASH AND EQUIVALENTS, BEGINNING OF PERIOD | 14,727 | – | ||||||
| CASH AND EQUIVALENTS, END OF PERIOD | $ | – | $ | – | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
The accompanying notes are an integral part of the financial statements.
| 3 |
GREEN STREAM HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/ (DEFICIT)
FOR THE SIX MONTHS ENDED OCTOBER 31, 2020
(UNAUDITED)
| PREFERRED SHARES | COMMON STOCK | ADDITIONAL PAID | ACCUMULATED EQUITY / | TOTAL SHAREHOLDERS EQUITY | ||||||||||||||||||||||||
| SHARES | VALUE | SHARES | VALUE | IN CAPITAL | (DEFICIT) | (DEFICIT) | ||||||||||||||||||||||
| BALANCE APRIL 30, 2017 | 11,000,000 | $ | 11,0000 | 9,991,254,145 | $ | 9,991,254 | $ | (9,625,627 | ) | $ | (1,683,465 | ) | $ | (1,306,838 | ) | |||||||||||||
| BALANCE APRIL 30, 2018 | 11,000,000 | $ | 11,000 | 9,991,254,145 | $ | 9,991,254 | $ | (9,625,627 | ) | $ | (1,683,465 | ) | $ | (1,306,838 | ) | |||||||||||||
| REVERSE SPLIT | – | – | (9,990,917,378 | ) | (9,990,917 | ) | 10,699,034 | 1,683,465 | 2.391.582 | |||||||||||||||||||
| ISSUANCE OF COMMON SHARE FOR SERVICES | – | – | 25,497,233 | 25,497 | – | – | 25,497 | |||||||||||||||||||||
| CANCELLATION OF- PREFERRED SHARES | (11,000,000 | ) | (11,000 | ) | – | – | – | – | (11,000 | ) | ||||||||||||||||||
| ISSUANCE OF PREFERRED SHARES FOR SERVICES | 600,000 | 600 | – | – | – | – | 600 | |||||||||||||||||||||
| ISSUANCE OF PREFERRED SHARES FOR SERVICES | 760,000 | 760 | – | – | – | – | 760 | |||||||||||||||||||||
| ISSUANCE OF PREFERRED SHARES OF SERVICES | 53,000 | 53 | – | – | – | – | 53 | |||||||||||||||||||||
| NET LOSS APRIL 30 2019 | – | – | – | – | – | (112,714 | ) | (112,714 | ) | |||||||||||||||||||
| BALANCE APRIL 30, 2019 | 1,413,000 | $ | 1,413 | 25,834,000 | $ | 25,834 | $ | 1,073,407 | $ | (112,714 | ) | $ | 987,940 | |||||||||||||||
| ISSUANCE OF COMMON SHARES FOR FINANCING | – | – | 600,000 | 600 | – | – | 600 | |||||||||||||||||||||
| ISSUANCE OF COMMON SHARES FOR SETTLEMENT WITH PRIOR MANAGEMENT | – | – | 266,655 | 266 | (208,931 | ) | – | (208,664 | ) | |||||||||||||||||||
| NET LOSS APRIL 30, 2020 | – | – | – | – | – | (256,348 | ) | (256,348 | ) | |||||||||||||||||||
| BALANCE APRIL 30, 2020 | 1,413,000 | $ | 1,413 | 26,700,655 | $ | 26,700 | $ | 864,540 | $ | (369,062 | ) | $ | 523,592 | |||||||||||||||
| COMMITMENT FOR SHARE ISSUANCES | – | – | – | – | (193,000 | ) | – | (193,000 | ) | |||||||||||||||||||
| ISSUANCE OF COMMON SHARES FOR REG A FUNDING | – | – | 2,500,000 | 2,500 | 471,800 | – | 474,300 | |||||||||||||||||||||
| ISSUANCE OF COMMON SHARES FOR SERVICES | – | – | 16,975,000 | 16,975 | – | – | 16,975 | |||||||||||||||||||||
| ISSUANCE OF COMMON SHARES FOR SETTLEMENT WITH PRIOR MANAGEMENT | – | – | 2,233,335 | 2,233 | – | – | 2,233 | |||||||||||||||||||||
| ISSUANCE OR COMMON SHARES FOR FINANCING | – | – | 20,727,500 | 20,728 | 246,824 | – | 267,552 | |||||||||||||||||||||
| NET LOSS OCTOBER 31, 2020 | – | – | – | – | – | (754,974 | ) | (754,974 | ) | |||||||||||||||||||
| BALANCE OCTOBER 31, 2020 | 1,413,000 | $ | 1,413 | 69,136,490 | $ | 69,136 | $ | 1,390,164 | $ | (1,124,036 | ) | $ | 336,678 | |||||||||||||||
The accompanying notes are an integral part of the financial statements.
| 4 |
GREEN STREAM HOLDINGS, INC.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2020
(UNAUDITED)
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES
A. ORGANIZATION AND OPERATIONS
The Company was originally incorporated on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the Company merged with Eagle Oil Holding Company, Inc.
January 31, 2010 | April 30, | |||||||
| (Unaudited) | 2009 | |||||||
| Assets | ||||||||
| Cash | $ | 2,239 | $ | - | ||||
| Total current assets | 2,239 | - | ||||||
| Oil and gas rights, at cost | 1,375,000 | 1,375,000 | ||||||
| Property and equipment, net | 1,402,755 | 1,465,456 | ||||||
| Total assets | $ | 2,779,994 | $ | 2,840,456 | ||||
| Liabilities and Stockholder's Equity | ||||||||
Current liabilities: | ||||||||
| Accrued expenses | $ | 219,594 | $ | 37,700 | ||||
| Accrued interest | 20,241 | - | ||||||
| Notes payable - related party | 276,552 | 340,000 | ||||||
| Notes payable | 80,000 | - | ||||||
| Total liabilities | 596,387 | 377,700 | ||||||
| Stockholder's equity: | ||||||||
| Common stock, $.001 par value 300,000,000 shares authorized, 35,021,580 shares issued and outstanding as of January 31, 2010; 32,821,580 shares issued and outstanding as of April 30, 2009, respectively | 35,022 | 32,822 | ||||||
| Additional paid in capital | 2,582,401 | 2,474,601 | ||||||
| Accumulated deficit | (433,816 | ) | (44,667 | ) | ||||
| Total stockholder's equity | 2,183,607 | 2,462,756 | ||||||
| Total liabilities and stockholder's equity | $ | 2,779,994 | $ | 2,840,456 | ||||
Three months | Nine months | Date of inception | ||||||||||
| ended | ended | through | ||||||||||
January 31, | January 31, | January 31, | ||||||||||
| 2010 | 2010 | 2010 | ||||||||||
| Revenues | ||||||||||||
| Oil sales | $ | - | $ | - | $ | - | ||||||
| Cost of goods sold | - | 2,500 | 2,500 | |||||||||
| Gross loss | - | (2,500 | ) | (2,500 | ) | |||||||
| Operating expenses | ||||||||||||
| Depreciation expense | 20,899 | 62,701 | 69,668 | |||||||||
| General and administrative expense | 166,559 | 303,483 | 341,183 | |||||||||
| Total operating expenses | 187,458 | 366,184 | 410,851 | |||||||||
| Loss from operations | (187,458 | ) | (368,684 | ) | (413,351 | ) | ||||||
| Other expense | ||||||||||||
| Interest expense | (7,759 | ) | (20,465 | ) | (20,465 | ) | ||||||
| Loss before taxes | (195,217 | ) | (389,149 | ) | (433,816 | ) | ||||||
| Provision for income taxes | - | - | - | |||||||||
| Net loss | $ | (195,217 | ) | $ | (389,149 | ) | $ | (433,816 | ) | |||
| Net loss per share - basic | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
| Net loss per share - diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | |||
| Weighted average number of shares - basic | 34,567,232 | 34,567,232 | 31,183,738 | |||||||||
| Weighted average number of shares - diluted | 35,971,580 | 35,367,021 | 31,924,917 | |||||||||
| Date of | ||||||||
| Nine months | inception | |||||||
| ended | through | |||||||
| January 31, | January 31, | |||||||
| 2010 | 2010 | |||||||
Cash flows from operating activities: | ||||||||
| Net loss | $ | (389,149 | ) | (433,816 | ) | |||
| Adjustments to reconcile net loss to net cash (used in) operating activities: | ||||||||
| Depreciation | 62,701 | 69,668 | ||||||
| Changes in current assets and liabilities: | ||||||||
| Accrued expenses | 181,894 | 219,594 | ||||||
| Accrued interest | 20,241 | 20,241 | ||||||
| Net cash (used in) operating activities | (124,313 | ) | (124,313 | ) | ||||
Cash flows from financing activities: | ||||||||
| Proceeds from notes payable | 80,000 | 80,000 | ||||||
| Proceeds from notes payable - related party | 46,552 | 46,552 | ||||||
| Net cash provided by financing activities | 126,552 | 126,552 | ||||||
| Net increase in cash | 2,239 | 2,239 | ||||||
| Cash - beginning of period | - | - | ||||||
| Cash - end of period | $ | 2,239 | $ | 2,239 | ||||
| Supplemental Disclosure of Cash Flow Information | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Schedule of Noncash Investing and Financing Activities | ||||||||
| Acquisition of oil and gas rights | $ | - | $ | 1,375,000 | ||||
| Acquisition of drilling and field equipment | - | 1,472,423 | ||||||
| Issuance of common stock | - | (2,847,423 | ) | |||||
| Cash paid for equipment | $ | - | $ | - | ||||
| Conversion of notes payable - related party | 110,000 | 110,000 | ||||||
| Issuance of common stock | (110,000 | ) | (110,000 | ) | ||||
| Cash paid for principal payments on notes payable - related party | - | - | ||||||
B. PRINCIPALS OF CONSOLIDATION
These consolidated financial statements include the accounts of the Company and conform toits 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.
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 certainthe reported amounts of assets and disclosures. Accordingly, actualliabilities 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.
| 5 | |
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 tax effectstime of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. These differences relate primarily to the difference between the basis of operating loss carryforwards and depreciable assets. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.
F. COMPUTATION OF EARNINGS PER SHARE
Net income per share (“EPS”). It replaced the presentation of primary EPS with a basic EPS and also requires dual presentation of basic and diluted EPS on the face of the income statement. Basic loss per share wasis computed by dividing the net lossincome 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 weighted average number of common shares used to calculate basicCompany accounts for income taxes under the asset and diluted loss per common shareliability method. Deferred tax assets and liabilities are recognized for the nine months ended January 31, 2010 was 34,567,232future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and 35,367,021, respectively.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 weighted average numbereffect on deferred tax assets and liabilities of common shares used to calculate basica 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 diluted loss per common sharedetermined 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 March 31, 2009 (date of inception) through January 31, 2010 was 31,183,738 and 31,924,917, respectively.
I. FAIR VALUE MEASUREMENT
The Company determines the FASB released FASB Interpretation [FIN] No. 48, Accounting for Uncertainty in Income Taxes. FIN 48 interprets the guidance in FASB Statement of Financial Accounting Standards [SFAS] No. 109, Accounting for Income Taxes.�� When FIN 48 is implemented, reporting entities utilize different recognition thresholds and measurement requirements when compared to prior technical literature. On December 30, 2008, the FASB Staff issued FASB Staff Position [FSP] FIN 48-3, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises. Disclosure is not requiredfair value of a loss contingency involvingfinancial 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 unasserted claimasset or assessment when there has been no manifestationliability. 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 a potential claimant of an awareness of a possible claim or assessment unless it is considered probable that a claim will be asserted and there is a reasonable possibilityrequiring that the outcome willmost observable inputs be unfavorable. Using that guidance, asused when available. The established fair value hierarchy prioritizes the use of January 31, 2010,inputs used in valuation methodologies into the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.
| – | Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. |
| – | Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
| – | Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. |
J. STOCK-BASED COMPENSATION
The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values. Stock-based compensation expense recognized for the years ended December 31, 2014 and 2013 was $24,000 and $0 respectively. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the period.
Share-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31, 2014 included compensation expense for share-based payment awards granted in December 31, 2014.
K. SALES AND ADVERTISING
The costs of sales and advertising are expensed as incurred. Sales and advertising expense was $23,808 and $13,550 for the six months ended October 31, 2020 and 2019, respectively.
L. NEW ACCOUNTING PRONOUNCEMENTS
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to October 31, 2020 through the date these financial statements were issued.
M. FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.
N. INTELLECTUAL PROPERTY
Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset. Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.
O. IMPAIRMENT OF LONG-LIVED ASSETS
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
| 7 |
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 October 31, 2020 the Company had a loss from operations, for the six months ended, of $754,794, and an accumulated deficit of $1,124,036 and negative working capital of $633,190. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment consistat October 31, 2020 and April 30, 2020 consists of the following at January 31, 2010:
| October 31, 2020 | April 30, 2020 | |||||||
| Furniture and Fixtures | $ | 915,654 | $ | 915,564 | ||||
| Leasehold Improvements | 172,245 | – | ||||||
| Less: Accumulated Depreciation | (11,937 | ) | – | |||||
| Net Property and Equipment | $ | 1,075,962 | $ | 915,564 | ||||
| Drilling and field equipment | $ | 1,472,423 | ||
| Accumulated depreciation | (69,668 | ) | ||
| $ | 1,402,755 |
NOTE 4 – INTANGIBLE ASSETS
Intangible Assets at October 31, 2009 (date2020 and April 30, 2020 consists of inception) through Januarythe following:
| October 31, 2020 | April 30, 2020 | |||||||
| Intangible Assets | $ | 185,000 | $ | 185,000 | ||||
| Less: Accumulated Amortization | (3,083 | ) | – | |||||
| Net Intangible Assets | $ | 181,917 | $ | 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 six months ended October 31, 20102020 and 2019 was $62,701$3,083 and $69,668,$0 respectively.
NOTE 5 – STOCKHOLDERS’ EQUITY/(DEFICIT)
AUTHORIZED SHARES & TYPES
As of July 31, 2020, we had 65,395,665 shares of Common Stock and of:
1,000,000 authorized shares of Convertible Series A Preferred Shares. Convertible Series A Preferred Shares
are convertible into the shares of Common Stock at a ratio of 1,000 shares of Convertible Series A Preferred
Shares to 1 share of Common Stock. There are 53,000 shares issued and outstanding or 53 votes.
1,000,000 authorized shares of Convertible Series B Preferred Shares. Convertible Series B Preferred Shares
are convertible into the shares of Common Stock at a ratio of 1,000,000 shares of Common Stock for each single
Convertible Series B Preferred Share. Additionally, the Preferred B Shares are non-dilutive. There are 600,000
shares issued and outstanding or 600,000,000,000 votes.
10,000,000 authorized shares of Convertible Series C Preferred Shares. Convertible Series C Preferred Shares
are convertible into Common Stock at a ratio of 1,000 shares of Convertible Series C Preferred Share for one
share of Common Stock. There are 760,000 shares issued and outstanding or 760 votes.
NOTE 6 – INCOME TAXES
Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.
Based on its evaluation, the Company issued a note payable of $40,000.has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The note bears interest at a rate of 8% and is due August 18, 2010. The note payable is able to be converted to common stock at a conversion price of the lessor of $.04 per share or 50% of the average trading priceCompany’s evaluation was performed for the lowest three trading prices within ten days prior to the election to convert. The convertible price as of January 31, 2010 was $.04 per share. As of January 31, 2010 the note payable totaled $40,000 with accrued interest payable of $649.
A reconciliation of income taxes at statutory rates with the election to convert. reported taxes follows:
| October 31, 2020 | July 31, 2019 | |||||||
| Loss before income tax benefit | $ | 1,124,046 | $ | – | ||||
| Expected income tax benefit | (280,980 | ) | – | |||||
| Non-deductible expenses | – | – | ||||||
| Tax loss benefit not recognized for book purposes, valuation allowance | 280,980 | – | ||||||
| Total income tax | $ | – | $ | – | ||||
The convertible price asCompany has net operating loss carry forwards in the amount of January 31, 2010 was $.04 per share. Asapproximately $1,124,046 that will expire beginning in 2029. The deferred tax assets including the net operating loss carry forward tax benefit of January 31, 2010$1,124,046 total $280,980 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 note payable totaled $40,000 with accrued interest payableprovisions of $140.
| Payable | ||||||||||||
Interest Rate | Within One Year | After One Year | ||||||||||
| Note payable to Asher Enterprises, principal and interest due August 18, 2010 | 8 | % | $ | 40,000 | $ | - | ||||||
| Note payable to Asher Enterprises, principal and interest due October 15, 2010 | 8 | % | 40,000 | - | ||||||||
| $ | 80,000 | $ | - | |||||||||
The Company has no tax position at October 31, 2020 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at October 31, 2020. The open tax years are from 2019 through 2029.
NOTE 7 – RELATED PARTY TRANSACTIONS
During the three months ended October 31, 2020 and 2019 the Company’s CEO had advanced $0 and $130,254 respectively of personal funds. As of October 31, 2020 and 2019 the Company assumed notes payableowed the CEO $25,930 and $130,254 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 related partypromissory note with a term of one year at 10% interest compounded annually. The Company accrued interest for the six months ended October, 31, 2020 in the amount of $2,017. On January 8, 2020 the Company signed a totalpromissory note for $8,000 with Cheryl Hintzen. The note becomes due on March 8, 2020 and carries a per annum interest rate of $340,000.10%. The notes bearCompany accrued interest for the Six months ended October 31, 2020 in the amount of $651.
On February 21, 2020 the Company borrowed $25,000 from GPL Ventures with interest at a rate of 10% and area due Decemberdate of July 31, 2009. The notes payable were able2020.
On March 12, 2020 the Company agreed to be converted to common stockpay Dr. Jason Cohen 1,000,000 shares at a conversion pricevaluation of $.05$.20 per share plus 8% interest until the shares are issued. The interest accrued through October 31. 2020 is $10,213.70.
In the month July 13, 2020 the Company borrowed $250,000 from Leonite Capital on a senior convertible note maturing in 6 months. The note had an Original Issue Discount of 10% and carries an interest rate of 12% annually. Additionally the lender received 1,500,000 shares of restricted common shares. The Note converts at the rate of $.10 per share had the Company has reserved 60,000,000 common shares for the conversion. For the six months ended October 31, 2020 $8,371.39 interest was accrued for this note.
On September 17, 2020 the Company borrowed $100,000 from Quick Capital LLC on a senior convertible note maturing in 12 months at an interest rate of 10%. Additionally the lender received 1,000,000 shares of restricted common shares. For the six months ended October 31, 2020 $1,205.48 interest was accrued for this note.
On October 10, 2020 the Company borrowed $65,000 from Geneva Roth Remark Holdings Inc. on a senior convertible note maturing in 12 months at an interest rate of 10%. The Note converts at the rate of 42% discount to Market Price for restricted common shares. For the six months ended October 31, 2020 $409.59 interest was accrued for this note.
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The following schedule is Notes Payable at October 31, 2020 and April 30, 2020:
| Description | October 31, 2020 | April 30, 2020 | ||||||
| Note payable to Cheryl Hintzen due December 11, 2021; interest at 10% | $ | 40,000 | $ | 40,000 | ||||
| Note Payable to Cheryl Hintzen due March 8, 2020: interest 10% | 19,000 | 14,000 | ||||||
| Note payable to GPL Ventures due March 8, 2020; interest at 10% | – | 25,000 | ||||||
| Note payable Dr. Jason Cohen 1,000,000 shares @ $.20 | 200,000 | 200,000 | ||||||
| Note payable escrow attorney for REG A shares | 46,900 | 46,900 | ||||||
| Note Payable to Quick Capital LLC due September 17, 2021 interest at 10% | 100,000 | – | ||||||
| Note Payable to Geneva Roth Holdings interest 10% | 65,000 | |||||||
| Note Payable to Leonite Capital due January 13, 2021 interest at @10% | 277,778 | – | ||||||
| Total Notes Payable | $ | 740,678 | $ | 340,900 | ||||
NOTE 9 – SUBSEQUENT EVENTS
On August 16, 2020, without either party admitting or before May 20, 2009. On or before May 20, 2009 a total of $110,000denying any wrongdoing, the Company and certain of the Company’s outstanding debt was converted into a totalDefendants (the “Settling Defendants”) reached an agreement to settle the Action in consideration for the dismissal of 2,200,000the Action, mutual general releases, the return, cancellation and retirement of the Settling Defendants’ 2,500,000 shares of the Company’s common stock. Subsequentstock and any and all rights to May 30, 2009 through the maturityany and all allegedly owned securities or debt of the noteCompany including, but not limited the conversion price is 80%150,000 shares of Series B Convertible Preferred Stock the average trading price for the twenty days priorSettling Defendants asserted they owned in a Schedule 13G filing, plus any rights to the election to convert, not to be less than $.20 per share. The convertible price as of January 31, 2010 was $.20 per share. As of January 31, 2010 the notes payable to a related party totaled $230,000 with accrued interest payable of $17,250 were considered to be past due.
anticipates concluding the settlement in before December 31, 2010 the notes payable to a related party totaled $1,250.
| Payable | ||||||||||||
Interest Rate | Within One Year | After One Year | ||||||||||
| Convertible notes payable to shareholders, past due. | 10 | % | $ | 230,000 | $ | - | ||||||
| Note payable to a shareholder, principal and interest are due on demand. | 12 | % | 5,130 | - | ||||||||
| Note payable to JAB, principal and interest due on demand. | 12 | % | 1,250 | - | ||||||||
| Note payable to a Hohle Oil Services, Co., principal and interest are due on demand. | 12 | % | 7,500 | - | ||||||||
| Note payable to a shareholder, principal and interest are due on demand. | 12 | % | 4,672 | - | ||||||||
| Note payable to a shareholder, principal and interest are due on demand. | 10 | % | 8,000 | - | ||||||||
| Note payable to a shareholder, principal and interest due September 1, 2010. | 10 | % | 20,000 | - | ||||||||
| $ | 276,552 | $ | - | |||||||||
| January 31, | ||||
| 2010 | ||||
Deferred tax assets: | ||||
| Federal and state net operating loss carryovers | $ | 150,000 | ||
| Valuation allowance | (150,000 | ) | ||
| $ | - | |||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion of our financial condition and results of operationsanalysis should be read togetherin conjunction with theour unaudited interim condensed consolidated financial statements and related notes includedappearing elsewhere in this Report. Thisreport on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and uncertainties.assumptions. Our actual results may differ materially from those anticipated in thosethese forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in our Form 10-K, as filed with the United States Securities and Exchange Commission, or the SEC, on August 19, 2020.
Cautionary Note Regarding Forward-Looking Statements
The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.
Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the discussionPrivate Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, that follows this section.which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Impact of COVID-19
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and globally and more recently in the United States there has been an increase in cases reported. The Company is monitoring the near term and longer term impacts of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition to the impact on its employees. The current COVID-19 pandemic has presented substantial health and economic risks, uncertainties and challenges to our business, the global economy and financial markets. It is not currently possible to predict how long the pandemic will last or the time it will take for economies to return to prior levels. The extent to which COVID-19 impacts our business, operations, financial results and financial condition, and those of our suppliers and customers will depend on future developments which are highly uncertain and cannot be predicted with certainty or clarity, including the duration and continuing severity of the outbreak and additional government actions to contain COVID-19.
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General
Although Green Stream Holdings, Inc. ( the “Company”) was organized as a Nevada corporation in 2004, only the financial statements and operations following the Acquisition and Merger Agreement dated February 14, 2019 (the “Merger Agreement”) are an independent growth-oriented energyrelevant for the Company and applicable to its current business strategy. Pursuant to the Acquisition and Merger Agreement the Company acquired 96% of the capital stock of Green Stream Finance, Inc., a Wyoming corporation, in exchange for 600,000 shares of newly created Series B Preferred Stock of the Company. Subsequent to the Acquisition the Company began conducting business solely as a holding company engagedof Green Stream Finance, Inc. Further, following the Acquisition, the Company changed its name, was converted into Wyoming Corporation, and changed its trading symbol to GSFI. Our Company’s current objective is to manage Green Stream Finance, Inc. and conduct business in the exploration and productionsolar power energy sector by means of oil through the development of repeatable, low geological risk, high potential projects in the active East Texas oil and gas region. We currently hold a 78% working interest in 173 wells located in the Historic Woodbine Oil Field in East Texas, all of which are in need of reconditioning before they can be returned to production. such managing.
As of the date hereof, four wellsof this registration statement, we have already been reconditionednot entered into any arrangements creating a reasonable probability that we will acquire a specific property or other assets. The number of properties and other assets that we will acquire will depend upon the number of shares sold and the resulting amount of the net proceeds available for investment in properties and other assets.
Results of Operations
As of the date of this registration statement, we have not yet commenced business operations, as we are ready for production once consentcurrently in our organizational and development stage. Our management is receivednot aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting our targeted portfolio, the alternative energy real estate industry and real estate generally, that may be reasonably anticipated to have a material impact on either our capital resources, or the revenues or incomes to be derived from the Texas Railroad Commission. Prioroperation of our assets.
We intend to operate on a fiscal year basis from May 1 to April 30 2009,and report for tax purposes on a fiscal year basis.
We have also expended human capital and energy, as well as financial resources on identifying and sourcing future energy-related projects, in accordance with our two business models.
Selected Financial Data
We are a smaller reporting Company as defined by 17 C.F.R 229(10)(f)(i) and are not required to provide the information under this heading.
We have no off-balance sheet arrangements, including arrangements that would affect the liquidity, capital resources, market risk support, and credit risk support or other benefits.
The Company was engaged in real estatecurrently has no material commitments for capital expenditures.
Plan of Operations
We intend to pursue the development projects and, on April 30, 2009, the last day of our prior fiscal year, we acquired Eagle Oilsolar 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 changed the focus of our business to oil exploration and production. Since the acquisition of Eagle Oil Company was accounted for as a reverse acquisition, this Quarterly Report reflects our oil exploration and production business as if we were engaged in such line of business for the entire period reported.
| 13 |
We expect to use the net proceeds received from our Regulation A offering in our efforts related to research and development in conjunction with RED and exploration of market opportunities, as well as for working capital and other general corporate purposes. Our anticipated costs include employee salaries and benefits, compensation paid to consultants, capital costs for research and other equipment, costs associated with development activities including travel and administration, legal expenses, sales and marketing costs, general and administrative expenses, and other costs associated with a development-stage company. We do not anticipate increasing the number of employees because the Company intends to use independent contractors; however, this is highly dependent uponon the abilitynature of our development efforts. We anticipate adding employees in the areas of sales and marketing, and general and administrative functions as required to obtain additional capital and/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 debt financing neededrevisions to repayour 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 current obligationsuse of any net proceeds. Investors will be relying on the judgment of our management regarding the application of the Companyproceeds of any sale of our common stock.
There is a current market trend of declining prices in solar power cells and its subsidiaries,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 cashgovernment, commercial and retail consumers will continue to be generated by operations will be sufficient to meet our anticipated cash forenter into the next 12 months. solar market.
If we are unable to commence oil production and sellraise the net proceeds from our products over the next 12 months, our cash generated from operations will likely not be sufficientRegulation A Offering that we believe are needed to fund operations. If cash generated from operations is insufficient to satisfy our liquidity requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in an increase in our fixed obligations and could result in borrowing covenants that would restrict our operations. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. If financing is not available when required or is not available on acceptable terms,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 to grow our business. In addition,operations. If we cannot raise funds as and when we need them, we may be unablerequired to take advantage of business opportunitiesseverely curtail, or respondeven to competitive pressures. Any of these events could have a material and adverse effect oncease our business, results of operations and financial condition.
Critical Accounting Policies and Estimates
This discussion and analysis of itsour financial condition and results of operations are based upon itson our financial statements whichthat have been prepared under accounting principle generally accepted in accordancethe United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparationStates of these financial statementsAmerica requires usmanagement to make estimates and judgmentsassumptions 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.
| 14 |
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, revenuesrevenue, and expenses,expenses. Actual results and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, income taxes and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual resultsoutcomes may differ from thesemanagement’s estimates under different assumptions or conditions.
Stock-Based Compensation
The Company accounts for its stock-based compensation in Item 303(c)(2)accordance with ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition of Regulation S-K.
Most Recent accounting pronouncements
Refer to Note 1 in the accompanying consolidated financial statements.
Impact of 1995. The statementsMost Recent Accounting Pronouncements
There were no recent accounting pronouncements that expresshave had a material effect on the “belief,” “anticipation,” “plans,” “expectations,” “will” and similar expressions are intended to identify forward-looking statements.
| Item 3. | Quantitative and Qualitative |
We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required for Smaller Reporting Companies
| Item 4. | Controls and |
Evaluation of Effectiveness of Disclosure Controls and Procedures
Our management carried out an evaluation, required by Rule 13a-15(b)with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 under(the “Exchange Act”).
Based upon their evaluation, the supervisionCompany’s Chief Executive Officer and withChief Financial Officer concluded that a material weakness existed and that the participation of our chief executive officer and chief financial officer of the effectiveness of the design and operation of our “disclosure controls and procedures” as of the end of the period covered by this Report.
Because of our disclosure controlslimited operations we have a small number of employees which prohibits a segregation of duties. As we grow and procedures included a review ofexpand our objectives and processes and effect on the information generated for use in this Report. This type of evaluation will be done quarterly so that the conclusions concerning the effectiveness of these controls can be reported in our periodic reports filed with the SEC. Weoperations, we intend to maintain these controlsengage additional employees and experts as processes that may be appropriately modified as circumstances warrant.
Changes in Internal Control overControls Over Financial Reporting
There have not been noany significant changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the three months ended January 31, 2010,period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| PART II - | OTHER INFORMATION |
| Item 1. | Legal Proceedings. |
From time to time, we may become involved in various legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may compromise our business.
We are currently aware of certain claims against the Company that may result in the Company’s inability to conduct its business in the manner described in this Offering Circular. Subsequent to the Company’s acquisition of Green Stream Finance Inc. (the “Acquisition”), disputes arose between certain holders of the shares of the Company’s preferred stock (the “Preferred Holders”), the Company, and Madeleine Cammarata personally.
The Company, Madeleine Cammarata, and Preferred Holders entered a settlement agreement on May 29, 2019 (the “Settlement”). The Settlement required the Preferred Holders to return their preferred shares for cancelation and accept common stock and certain payments. Additionally, the Preferred Holders and others have asserted the existence of certain outstanding promissory notes (the “Notes”) in the amount of approximately $16,427,143, not including accrued interest.
The Company, however, believes that the Notes are unverifiable therefore void or voidable. The Settlement was amended by the Parties on October 10, 2019, and the Settlement, as amended, required the Company to include certain provisions regarding the Notes and to qualify its Regulation A Offering by March 9, 2020, or the Company would be required to issue 150,000 shares of Series B Convertible Preferred Stock in an amount that would grant them significant voting rights though would not result in voting control of the Company. Notwithstanding the foregoing, the Preferred Holders claim that the Company broke the Settlement Agreement and that they are entitled to the Series B Preferred Shares. The Company disputes that there was any neglect in the Settlement Agreement by the Company and disputes the Preferred Holders’ entitlement to any shares of the Company’s Series B Preferred Stock.
In the event the Eagle Oil Parties file a lawsuit in a court of competent jurisdiction and prevail, the Preferred Holders may be entitled to a total of 150,000 shares Series B Preferred Stock, together with other and further relief awarded by the court.
On August 16, 2020, without either party admitting or denying any wrongdoing, the Company and certain of the Defendants (the “Settling Defendants”) reached an agreement to settle the Action in consideration for the dismissal of the Action, mutual general releases, the return, cancellation and retirement of the Settling Defendants’ 2,500,000 shares of the Company’s common stock and any and all rights to any and all allegedly owned securities or debt of the Company including, but not limited the 150,000 shares of Series B Convertible Preferred Stock the Settling Defendants asserted they owned in a Schedule 13G filing, plus any rights to any Purported Notes. The Company agreed to pay the Defendants the sum of Two Hundred Thousand Dollars ($200,000) by November 5, 2020 and the parties agreed to not make any disparaging statements about each other. Eagle Oil Parties and Green Stream Holdings Inc. have entered into a settlement agreement which either side admits any wrong doing, etc. as per the agreement. The Company has revised this settlement agreement and
anticipates completing the settlement before December 31, 2020.
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| Item 1A. | Risk Factors. |
We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
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 six months ended October, 31, 2020 in the amount of $2,017. On January 4, 2010,8, 2020 the Company issued 200,000 new newly issuedsigned 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 October 31, 2020 in the amount of $651.
On February 21, 2020 the Company borrowed $25,000 from GPL Ventures with interest at a rate of 10% and a due date of July 31, 2020.
On March 12, 2020 the Company agreed to pay Dr. Jason Cohen 1,000,000 shares at a valuation of $.20 per share plus 8 % interest until the shares are issued. The interest accrued through October 31. 2020 is $10,213.70.
In the month July 13, 2020 the Company borrowed $250,000 from Leonite Capital on a senior convertible note maturing in 6 months. The note had an Original Issue Discount of 10% and carries an interest rate of 12% annually. Additionally the lender received 1,500,000 shares of itsrestricted common stock as paymentshares. The Note converts at the rate of $.10 per share had the Company has reserved 60,000,000 common shares for the conversion. For the six months ended October 31, 2020 $8,371.39 interest was accrued for this note.
On September 17, 2020 the Company borrowed $100,000 from Quick Capital LLC on a commitment fee relatedsenior convertible note maturing in 12 months at an interest rate of 10%. Additionally the lender received 1,000,000 shares of restricted common shares. For the six months ended October 31, 2020 $1,205.48 interest was accrued for this note.
On October 10, 2020 the Company borrowed $65,000 from Geneva Roth Remark Holdings Inc. on a senior
convertible note maturing in 12 months at an interest rate of 10%. The Note converts at the rate of 42% discount to an standby equity financing agreement. The issuanceMarket Price for restricted common shares. For the six months ended October 31, 2020 $409.59 interest was accrued for this note.
All of thesethe securities was exempt fromreferred to, above, were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(2) and Regulation D4(a)(2) of the Securities Act. The Company made this determination based on the representations made, which included,Act as provided in pertinent part, that such shareholder was an “accredited investors” within the meaning of Rule 501506(b) of Regulation D promulgated underthereunder. All of the Securities Act and thatforegoing securities as well the common stock was acquired for investment purposes not with a view to the resaleCommon Stock issuable upon conversion or distribution thereof. A legend was included onexercise of such shares which stated that the sharessecurities, 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 unlessin the shares are registered under the Securities Act, orUnited States except pursuant to an exemption from the registration requirements of the Securities Act is available.
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| Item 3. | Defaults Upon Senior Securities. |
None.
| Item 4. |
Not Applicable.
| Item 5. | Other Information. |
Departure Of Directors Or Certain Officers; Election Of Directors; Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers |
Effective September 14, 2020, Ashley C. Gordon resigned as a Member of the Company’s Board of Directors. Mr. Gordon did not indicate that his decision to resign was a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Gordon will remain consultant to the Company.
On November 9, 2020, Green Stream Holdings, Inc. (the “Registrant”) was advised that Madeleine Cammarata had assigned the 600,000 shares of the Registrant’s Series B Preferred Stock (the “Shares”) to We Work Revocable Trust in connection with Ms. Cammarata’s succession plan due to her compromised health conditions. The assignment of the Shares, which 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 matters which shareholder have the right to vote on, represented a change in control of the Registrant.
Also on November 9, 2020, Ms. Cammarata resigned as a member of the Board of Directors and as the Registrant’s Chief Executive Officer. In connection with her resignation, the Registrant appointed Eric Fain as a member of the Board of Directors and as Interim Chief Executive Officer.
Eric Fain, 51, Interim Chief Executive Officer, Director. Mr. Fain is a licensed real estate salesperson and currently and since August 2015 has worked as such with Netseekers International. Simultaneously, and from July 2015 to August 2019, Mr. Fain was also a salesperson with Compass. Prior thereto and from July 2002 to June 2015 Mr. Fain was a licensed real estate salesperson with Douglas Elliman and Dreyfus Brokerage Services from June 1996 to July 2001. Mr. Fain received his B.A. in Marketing from Hofstra University.
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SIGNATURES
Pursuant to the requirements 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: December 15, 2020 | By: | /s/ |
| Chief Executive Officer, | ||
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INDEX TO EXHIBITS
| Exhibit | Incorporated by Reference | Filed or Furnished | ||||||||
| No. | Exhibit Description | Form | Date | Number | Herewith | |||||
| 31.1 | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended | Filed | ||||||||
| 32.1 | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished* | ||||||||
| 101.INS | XBRL Instance Document | Filed | ||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed | ||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed | ||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed | ||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed | ||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed | ||||||||
* This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-X.
| Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to our Corporate Secretary at 16620 Marquez Ave., Pacific Palisades, CA 90272. |
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