UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
EAGLE OIL HOLDING COMPANY,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.) | |
201 E. Fifth Street, Suite 100 Sheridan, WY | 82801 | |
| (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 27, 2022 | |
| Common Stock, $0.001 par value per share | 3,282,725,878 |
| PART I – FINANCIAL INFORMATION | 3 | |
| Item 1. | Interim Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 |
| Item 4. | Controls and Procedures | 22 |
| PART II – OTHER INFORMATION | 23 | |
| Item 1. | Legal Proceedings | 23 |
| Item 1A. | Risk Factors | 23 |
| Item 2. | Unregistered Sales of Equity Securities | 23 |
| Item 3. | Defaults Upon Senior Securities | 23 |
| Item 4. | Mine Safety Disclosures | 23 |
| Item 5. | Other Information | 23 |
| Item 6. | Exhibits | 23 |
| SIGNATURES | 24 |
| 2 |
PART I - FINANCIAL INFORMATION
| Item 1. | Interim Financial Statements |
Green Stream Holdings, Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
July 31, 2022 | July 31, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 25 | $ | 7,924 | ||||
| Total Current Assets | 25 | 7,924 | ||||||
| Fixed Assets | ||||||||
| Furniture and equipment net of depreciation (Note 3) | 620,951 | 1,120,595 | ||||||
| Other Assets | ||||||||
| Other assets (Note 4) | 725,935 | 270,000 | ||||||
| TOTAL ASSETS | $ | 1,346,911 | $ | 1,398,519 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | 139,389 | $ | 65,693 | ||||
| Other Current Liabilities | – | – | ||||||
| Accrued Interest Payable | 66,558 | 20,766 | ||||||
| Due to related party (Note 8) | – | 225,077 | ||||||
| Notes Payable (Note 9) | 311,900 | 311,900 | ||||||
| Convertible Notes Payable (Note 10) | 544,500 | 582,500 | ||||||
| Total Current Liabilities | 1,062,347 | 1,205,936 | ||||||
| TOTAL LIABILITIES | 1,062,347 | 1,205,936 | ||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred A Stock, $.001 par value 1,000,000 Authorized 53,000 Issued and Outstanding at July 31, 2022 and at July 31, 2021 respectively | 53 | 53 | ||||||
| Preferred B Stock, $.001 par value 1,000,000 Authorized 600,000 Issued and Outstanding at July 31, 2022 and at July 31, 2021 respectively | 600 | 600 | ||||||
| Preferred C Stock, $.001 par value 10,000,000 Authorized 760,000 Issued and Outstanding at July 31, 2022 and at July 31, 2021 respectively | 760 | 760 | ||||||
| Common Stock, $.001 par value 10,000,000,000 Authorized 2,942,223,044 Issued and Outstanding at July 31, 2022 and 197,210,767 at July 31, 2020 | 2,942,223 | 197,211 | ||||||
| Additional paid-in-capital | 11,621,912 | 11,126,288 | ||||||
| Accumulated deficit | (14,280,984 | ) | (11,132,329 | ) | ||||
| Total Stockholders’ Equity (Deficit) | 284,564 | 192,583 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 1,346,911 | $ | 1,398,519 | ||||
The accompanying notes are an integral part of these financial statements.
| 3 |
Green Stream Holdings, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended July 31, | ||||||||
| 2022 | 2021 | |||||||
| REVENUES: | ||||||||
| Sales | $ | – | $ | – | ||||
| TOTAL REVENUE | – | – | ||||||
| OPERATING EXPENSES: | ||||||||
| Administrative expenses | 685 | 15,253 | ||||||
| Advertising | – | 476,290 | ||||||
| Depreciation | – | 15,020 | ||||||
| Insurance | – | 32,736 | ||||||
| Legal Fees | 12,000 | 42,450 | ||||||
| Professional Fees | – | 153,175 | ||||||
| Rent | – | 23,000 | ||||||
| Transfer Agent | – | – | ||||||
| Stock in lieu of services | – | 3,232 | ||||||
| Travel | 9,815 | 9,308 | ||||||
| Total Operating expenses | 22,500 | 551,420 | ||||||
| NET OPERATING INCOME/ LOSS | (22,500 | ) | (551,420 | ) | ||||
| OTHER INCOME/EXPENSES: | ||||||||
| Finance and interest fees | – | (55,040 | ) | |||||
| NET INCOME (LOSS) | $ | (22,500 | ) | $ | (606,460 | ) | ||
| Basic and Diluted Loss per Common Share | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted Average Number of Common Shares Outstanding | 2,942,223,044 | 197,210,767 | ||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
Green Stream Holdings, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For The Three Months Ended July 31, 2022 and 2021
(UNAUDITED)
| Preferred Shares | Common Stock | Additional Paid-In | Accumulated | Total Stockholders' | |||||||||||||||||
| Shares | Value | Shares | Amount | Capital | Deficit | Equity | |||||||||||||||
| Balance, April 30, 2019 | 1,413,000 | $ | 1,413 | 25,834,000 | $ | 25,834 | $ | 1,073,471 | $ | (112,714 | ) | $ | 988,004 | ||||||||
| Issuance of Common Shares for financing | – | – | 600,000 | 600 | – | – | 600 | ||||||||||||||
| Issuance of Common Shares for Settlement with Prior Management | – | – | 266,655 | 267 | (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 | $ | 26,701 | $ | 864,540 | $ | (369,062 | ) | $ | 523,592 | ||||||||
| Issuance of common shares for Liabilities | – | – | 1,000,000 | 1,000 | 28,000 | – | 29,000 | ||||||||||||||
| Issuance of Common Shares for Services | – | – | 24,720,000 | 24,720 | 4,874,025 | – | 4,898,745 | ||||||||||||||
| Issuance of Common Shares for REG A | – | – | 104,581,257 | 104,581 | 3,606,389 | – | 3,710,970 | ||||||||||||||
| Issuance of Common Shares for Stock Dividend | – | – | 723,893 | 724 | (724 | ) | – | – | |||||||||||||
| Cancellation of Common Shares for Settlement Shares issued for settlement | – | – | 2,233,335 | 2,233 | – | – | 2,233 | ||||||||||||||
| Net Loss April 30, 2021 | – | – | – | – | – | (8,956,197 | ) | (8,956,197 | ) | ||||||||||||
| Balance April 30, 2021 | 1,413,000 | $ | 1,413 | 159,959,140 | $ | 159,959 | $ | 9,372,230 | $ | (9,325,259 | ) | $ | 208,343 | ||||||||
| Issuance of Common shares for services | – | – | 16,143,000 | 16,143 | 1,105,767 | – | 1,122,910 | ||||||||||||||
| Issuance of Common shares for REG A | – | – | 167,729,184 | 167,729 | 3,050,740 | – | 3,218,469 | ||||||||||||||
| Issuance of Common shares for Debt Conversion | – | – | 184,597,216 | 184,597 | 196,044 | (1,127,753 | ) | (747,112 | ) | ||||||||||||
| Issuance of Common shares for Stock Dividend | – | – | 1,725,275 | 1,725 | (1,725 | ) | – | – | |||||||||||||
| Net Loss April 30, 2022 | – | – | – | – | – | (3,805,472 | ) | (3,805,472 | ) | ||||||||||||
| Balance April 30, 2022 | 1,413,000 | $ | 1,413 | 530,153,815 | $ | 530,154 | $ | 13,723,056 | $ | (14,258,484 | ) | $ | (3,861 | ) | |||||||
| Issuance of Common Shares for Debt Conversion | – | – | 2,412,069,229 | 2,412,069 | 2,101,144 | – | 310,925 | ||||||||||||||
| Net Loss July 31, 2022 | – | – | – | – | – | (22,500 | ) | (22,500 | ) | ||||||||||||
| Balance July 31, 2022 | 1,413,000 | $ | 1,413 | 2,942,223,044 | $ | 2,942,223 | $ | 11,621,912 | $ | (14,280,984 | ) | $ | 284,564 | ||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
Green Stream Holdings, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For The Three Months Ended | ||||||||
| July 31, 2022 | July 31, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | $ | (22,500 | ) | $ | (1,807,070 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Amortization | – | – | ||||||
| Depreciation | – | – | ||||||
| Shares issued for services | – | 560,310 | ||||||
| Discount amortization | – | – | ||||||
| Changes in operating assets and Liabilities: | ||||||||
| Increase/ (decrease) in accrued interest payable | – | 9,865 | ||||||
| Increase/(decrease) in other current liabilities | – | – | ||||||
| Increase/ (decrease) in accounts payable | 21,815 | (23,726 | ) | |||||
| Net cash used in operating activities | (685 | ) | (1,245,601 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Investment in other assets | – | (270,000 | ) | |||||
| Net cash provided by (used in) investing activities | – | (270,000 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from loans from stockholder | – | – | ||||||
| Proceeds from Convertible Notes Payable | – | 315,000 | ||||||
| Proceeds from sale of stock | – | 1,231,000 | ||||||
| Principal payments on convertible debt | – | (22,500 | ) | |||||
| Net cash provided by (used in) financing activities | – | 1,523,500 | ||||||
| Net increase (decrease) in cash and cash equivalents | (685 | ) | 7,899 | |||||
| Cash and cash equivalents - beginning of period | 7,924 | 25 | ||||||
| Cash and cash equivalents - end of period | $ | 7,239 | $ | 7,924 | ||||
| NON CASH TRANSACTIONS | ||||||||
| Stock Dividend | $ | – | $ | 1,725 | ||||
The accompanying notes are an integral part of these financial statements.
| 6 |
Green Stream Holdings, Inc.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2022 and 2021
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.
| 7 |
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.
E. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of Significant Accounting Policies, Continued:
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 ninefuture 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.
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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, and accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:
| · | Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. |
| · | Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
| · | Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. |
J. STOCK-BASED COMPENSATION
The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values. Stock-based compensation expense recognized for the years ended December 31, 2014 and 2013 was $24,000 and $0 respectively. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the period.
Share-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31, 2014 included compensation expense for share-based payment awards granted in December 31, 2014.
K. SALES AND ADVERTISING
The costs of sales and advertising are expensed as incurred. Sales and advertising expense was $0 and $949,958 for the three months ended July 31, 2022 and 2021 respectively.
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L. NEW ACCOUNTING PRONOUNCEMENTS
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to July 31, 2022 through the date these financial statements were issued.
M. FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.
N. INTELLECTUAL PROPERTY
Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset. Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.
O. IMPAIRMENT OF LONG-LIVED ASSETS
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
NOTE 2 – GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At July 31, 2022 the Company had a loss from operations, for the three months ended, of $22,500, and an accumulated deficit of $14,280,984 and negative working capital of $1,245,607. 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.
| 10 |
The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment at July 31, 2022 and July 31, 2021 consists of the following:
| July 31, 2022 | July 31, 2021 | |||||||
| Furniture and Fixtures | $ | 726,091 | $ | 1,180,714 | ||||
| Less: Accumulated Depreciation | (105,140 | ) | 45,060 | |||||
| Net Property and Equipment | $ | 620,951 | $ | 1,135,654 | ||||
Depreciation expense for the three months ended July 31, 2022 was $0 and $45,060 for April 30, 2021 respectively. Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets.
NOTE 4 – INTANGIBLE ASSETS
Intangible Assets at July 31, 2022 and July 31, 2021 consists of the following:
| July 31, 2022 | July 31, 2021 | |||||||
| Intangible Assets | $ | 185,000 | $ | 185,000 | ||||
| Less: Accumulated Amortization | – | – | ||||||
| Less: Impairment | (185,000 | ) | (185,000 | ) | ||||
| Net Intangible Assets | $ | – | $ | – | ||||
The Company determined that the various intellectual properties acquired in the merger with Eagle Oil will have no value in the Company’s future projects. At April 30, 2021, the Company has determined that the intangible asset should be fully impaired as of April 30, 2021.
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NOTE 5 – STOCKHOLDERS’ EQUITY/(DEFICIT)
AUTHORIZED SHARES & TYPES
As of July 31, 2022, we had 2,942,223,044 shares of Common Stock and of:
| · | 1,000,000 authorized shares of Convertible Series A Preferred Shares. Convertible Series A Preferred Shares are convertible into the shares of Common Stock at a ratio of 1,000 shares of Convertible Series A Preferred Shares to 1 share of Common Stock. There are 53,000 shares issued and outstanding or 53 votes. |
| · | 1,000,000 authorized shares of Convertible Series B Preferred Shares. Convertible Series B Preferred Shares are convertible into the shares of Common Stock at a ratio of 1,000,000 shares of Common Stock for each single Convertible Series B Preferred Share. Additionally, the Preferred B Shares are non-dilutive. There are 600,000 shares issued and outstanding or 600,000,000,000 votes. |
| · | 10,000,000 authorized shares of Convertible Series C Preferred Shares. Convertible Series C Preferred Shares are convertible into Common Stock at a ratio of 1,000 shares of Convertible Series C Preferred Share for one share of Common Stock. There are 760,000 shares issued and outstanding or 760 votes. |
NOTE 6 – INCOME TAXES
Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.
Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended July 31, 2022 and 2021 for U.S. Federal Income Tax and for the State of Wyoming.
A reconciliation of income taxes at statutory rates with the reported taxes follows:
| July 31, 2022 | July 31, 2021 | |||||||
| Loss before income tax benefit | $ | 3,827,972 | $ | 4,074,672 | ||||
| Expected income tax benefit | (1,141,641 | ) | (1,498,636 | ) | ||||
| Non-deductible expenses | – | – | ||||||
| Tax loss benefit not recognized for book purposes, valuation allowance | $ | 1,141,641 | $ | 1,498,636 | ||||
| Total income tax | $ | – | $ | – | ||||
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The Company has net operating loss carry forwards in the amount of approximately $14,280,984 that will expire beginning in 2029. The deferred tax assets including the net operating loss carry forward tax benefit of $14,280,984 total $4,277,532 which is offset by a valuation allowance. The other deferred tax assets include accrued officer compensation, stock based compensation, and amortization.
The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax position at July 31, 2022 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at July 31, 2022. The open tax years are from 2019 through 2029.
NOTE 7 – RELATED PARTY TRANSACTIONS
During the three months ended July 31, 2022 and 2021 a Company shareholder had advanced $0 and $225,077 respectively of personal funds. As of July 31, 2022 and 2021 the Company owed the shareholder $0 and $225,077 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, 2010 was 34,567,232 and 35,367,021, respectively. The weighted average number2020 in the amount of common shares used to calculate basic and diluted loss per common share for the period March 31, 2009 (date of inception) through$559. On January 31, 2010 was 31,183,738 and 31,924,917, respectively.
| Drilling and field equipment | $ | 1,472,423 | ||
| Accumulated depreciation | (69,668 | ) | ||
| $ | 1,402,755 |
On February 21, 2020 the Company issued a note payable of $40,000. 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 price 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 $40,000borrowed $25,000 from GPL Ventures with accrued interest payable of $649.
| 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 | $ | - | |||||||||
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 on or before May 20, 2009. On or before May 20, 2009 a total of $110,000 ofplus 8 % interest until the Company’s outstanding debt was converted into a total of 2,200,000 shares ofare issued. The interest accrued through end is $2,147.95 which equates to 10,740 shares.
In the Company’s common stock. Subsequent to May 30, 2009 throughmonth March, 2020 the maturity of the note the conversion price is 80% of the average trading priceescrow attorney for GPL Ventures advanced $46,900 in funds for the twenty days prior to the election to convert,purchase of REG A shares. The common shares had 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 $17,250been issued at year end and subsequently were considered to be past due.
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The following schedule is Notes Payable at a rate of 12%April 30, 20210 and April 30, 2020:
| Description | July 31, 2021 | April 30, 2021 | ||||||
| Note Payable to Ford Motor Credit | $ | 81,700 | $ | – | ||||
| Note payable to Cheryl Hintzen due December 11, 2021; interest at 10% | 40,000 | 40,000 | ||||||
| Note Payable to Cheryl Hintzen due March 8, 2020: interest 10% | 14,000 | 14,000 | ||||||
| Notes Payable Sixth Street Lending | 72,500 | – | ||||||
| Note Payable Dr. Jason Cohen 1,000,000 shares @ $.20 | 200,000 | 200,000 | ||||||
| Note Payable Quick Capital LLC | 25,000 | 290,000 | ||||||
| Note Payable Quick Capital LLC | 190,800 | 239,600 | ||||||
| Note Payable Quick Capital LLC | 55,000 | 50,000 | ||||||
| Note Payable GS Capital | 77,400 | – | ||||||
| Note Payable Other | 100,000 | 138,500 | ||||||
| Note payable escrow attorney for REG A shares | – | 46,900 | ||||||
| Total Notes Payable | $ | 856,400 | $ | 977,100 | ||||
NOTE 9 – CONVERTIBLE NOTE PAYABLE
On September 13, 2020 the Company borrowed $250,000 from Leonite Capital with principal and interest due on demand. As of January 31, 2010 the notes payable to a related party totaled $5,130 with accrued interest payable of $385.
| 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 | $ | - | |||||||||
On May 27, 2021 the Company borrowed $230,000 from GS Capital with an interest rate of 8% with a maturity of May 27, 2022. The note holder converted $50,000 along with $1,012 interest on January 19, 2022. The balance on the note is $77,400 at July 31, 2022.
On April 30, 2009,14, 2021 the Company assumedsold preferred stock of $325,000 to Quick Capital LLC which included repayment obligation or return with an agreementinterest rate of 10% with Hohle Oil Services Co, Inc.,superior rights to operatebe paid in the oil fields on behalfevent of a sale of the Company. The Company will pay an operating feerepaid $50,000 on July 8, 2021. The note holder converted or exercised its preferred rights for $18,000 on November 17, 2021 and $17,400 on January 27, 2022. The noteholder thus has the right to convert or replace the obligation into common stock at a fixed price of 5%one share for every $.001 of revenuepreferred or the debt thereunder. The balance on the first 500 barrels per daypreferred is $0 at July 31, 2022.
On August 26, 2021 the Company borrowed $55,000 from Quick Capital LLC with an interest rate of 10%. The Company has the right to repay the note prior to maturity at a rate of 110% of the then principal and 3%interest. The note is convertible to common stock at a fixed conversion price of $.001. The balance on the revenue thereafter. In addition,note is $55,000 at April 30, 2022. Additionally, in August, 2021, Quick-Capital also invested $50,000 in a private transaction with the Company will reimburse Hohle Oil Services Co, Inc.at $0.005 for all expenses incurred in operating10,000,000 common shares.
On November 8, 2021 the oil fields. Hohle Oil Services Co, Inc.Company borrowed the sum of $83,750.00 from SIXTH STREET LENDING, a North Carolina corporation. The note has a Maturity date of May 8, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is a privately held company that is wholly ownedone hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. At any time following the Initial Period, the Conversion Price shall be equal to the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the PresidentBorrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable Conversion Price" shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). The balance on the note is $0.00 at July 31, 2022.
On November 29, 2021 the Company borrowed the sum of $58,750.00 from SIXTH STREET LENDING, a North Carolina corporation. The note has a Maturity date of May 28, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $0.00 at July 31, 2022.
On December 21, 2021 the Company borrowed the sum of $53,750.00 from SIXTH STREET LENDING, a North Carolina corporation. The note has a Maturity date of June 21, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $0.00 at July 31, 2022.
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On January 11, 2022 the Company borrowed the sum of $53,750.00 from SIXTH STREET LENDING, a North Carolina corporation. The note has a Maturity date of July 11, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $0.00 at July 31, 2022.
On February 24, 2022 the Company borrowed the sum of $38,750.00 from 1800 DIAGONAL LENDING, a Virginia corporation. The note has a Maturity date of August 24, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $38,750 at July 31, 2022.
On May 2, 2022 the Company borrowed the sum of $33,750.00 from 1800 DIAGONAL LENDING, a Virginia corporation. The note has a Maturity date of November 2, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $33,750 at July 31, 2022.
On July 13, 2022 the Company borrowed $25,000 from Quick Capital LLC which included repayment obligation or return with an interest rate of 10% with superior rights to be paid in the event of a sale of the Company. Field expenses reimbursedThe noteholder has the right to Hohle Oil Services Co, Inc.convert or replace the obligation into common stock at a fixed price of one share for every $.001 of preferred or the nine months ended Januarydebt thereunder. The balance on the note is $25,000 at July 31, 20102022.
NOTE 10 - SUBSEQUENT EVENTS
Subsequent events were evaluated through September 27, 2022 which is the date the financial statements were available to be issued. On August 9, 2022 the company the sum of $39,250.00 from 1800 Diagonal Lending LLC, a Virginia corporation. The note has a Maturity date of February 9, 2024 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period March 31, 2009 (datebeginning on the date of inception) through January 31, 2010 was $67,000funding of this Note and $67,000, respcetively, and are included in general and administrative expense.
There were no events that would require additional disclosure at the time of which is a shareholder of the Company, to rent commercial office space in Nevada and California. The terms of the lease are month-to-month and call for base rent in the amount of $1,800 per month. As of January 31, 2010 the rental expnese of $16,200 is included in accrued expenses.
| January 31, | ||||
| 2010 | ||||
Deferred tax assets: | ||||
| Federal and state net operating loss carryovers | $ | 150,000 | ||
| Valuation allowance | (150,000 | ) | ||
| $ | - | |||
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 September 7, 2021.
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.
General
Business Overview
Green Stream Holdings Inc. (the “Company”) is a provider of next-generation solar energy solutions to underrepresented and/or growing market segments. The Company is currently targeting high-growth solar market segments for its advanced solar power generation systems (“solar systems”), operating in multiple markets and is prepared for conducting business in several industry-friendly locations including California, Nevada, Arizona, Washington, New York, New Jersey, Massachusetts, New Mexico, Colorado, Hawaii, and Canada. Our business office is located at 201 E. Fifth Street, Suite 100, Sheridan, Wyoming 82801.
The Company was originally incorporated on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the Company merged with Eagle Oil Holding Company, a Nevada corporation, and the surviving entity, the Company, changed its name to “Eagle Oil Holding Company, Inc.” On April 25, 2019, the Company entered into an Acquisition and Merger Agreement between the Company and Green Stream Finance, Inc., and following the merger contemplated by such agreement the Company commenced its current operations (the “Reorganization”) and changed its name to “Green Stream Holdings Inc.” Effective September 25, 2019, the Company elected to convert the Company from Nevada corporation to Wyoming corporation. On December 13, 2019, the Company amended its articles of incorporation to increase its authorized capital stock to 10,000,000,000 shares of common stock, par value of $0.001 per share and 12,000,000 shares shall be shares of preferred stock, par value of $0.001 per share.
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The Company’s common stock is currently quoted on the OTC Markets under the symbol “GSFI.”.
We are an independent growth-oriented energy company engageda marketer and contractor of solar systems to underrepresented and/or growing market segments to homeowners, landowners, commercial building owners in the explorationUnited States. Since the Reorganization, the Company has been involved primarily in organizational activities as a marketer of solar systems. The Company has not yet generated any revenues from these activities. The Company has developed relationships with selective world-class designers and productionmanufacturers of oil throughsolar power solutions, such as the famed architect Anthony Morali of Renewable Energy Development LLC (“RED”), a leading expert in solar infrastructure design. The Company hopes to leverage these relationships to offer the unique solar energy solutions provided by RED and others to the Company’s customers. The Company currently has no manufacturing or installation capabilities and will rely upon third-parties like RED to design, manufacture, and install our solar systems.
The Company will be relying on both Renewable Energy Development (RED) and Amergy Solar for the development, design and construction of repeatable, low geological risk, high potential projectsits projects. The Company anticipates retaining RED for solar designs and the local building and electrical permitting where geographically permissible. As set forth in the active East Texas oilLetter Agreement, the Company will use Amergy Solar to provide the engineering, procurement and gas region.construction work for the projects indicated in the letter agreement and the Registration Statement including the New York State Energy Research and Development and utility interconnection applications.
It is anticipated that when projects commence, both RED and Amergy will each be paid an initial payment upon execution of an agreement for a particular project. It is also expected that both RED and Amergy will be paid on a project-by-project basis in installments as they complete various phases of the project and reach applicable milestones within respective agreements.
For example, we anticipate paying Amergy an initial payment of $25,000 when we enter into an agreement for a specific project and then an additional installment of approximately $65,000 for materials and to begin mobilization. As with any construction job, other amounts will be required to be paid based on the size and complexity of the project. Similarly, the amounts we anticipate having to pay RED will likely change on a project by project basis based on the size and wattage of the particular project.
However, we have not yet entered into any specific agreements for projects with either RED or Amergy and we therefore cannot predict exactly what such terms will be.
Solar Systems
The Company intends to generate initial revenue by arranging for the design, installation, operation, maintenance, repair and replacement of solar systems on the top of buildings pursuant to leases it has entered into with the owners of these properties, which leases are discussed in “Plan of Operations” (the Solar Leases). We currently holdrely on RED and other vendors for the design, manufacture and installation of the solar systems we market and sell. These vendors will be paid on a 78% working interestproject by project basis for the design, materials, manufacturing and installation of each solar system. We will be required to pay for the products and services needed to build these systems before their completion and before these systems will be able to produce electricity, and before we will be able to generate revenues from the sale of that electricity to electric utility companies or customers. Once these solar systems have commenced operations, and depending on the regulatory regime, electric utility policies and other circumstances of the areas in 173 wells locatedwhich a solar system is built, the Company will then market net metering agreements under which the electricity generated by the system is sold to the customer’s local utility company.
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Community Solar
“Community Solar” is a collection of solar panels in a publicly shared space that generates electricity from the Historic Woodbine Oil Fieldsun.
These panels are placed near homes and in East Texas, all of which are in need of reconditioning beforeneighborhoods where they can provide maximum benefit to people who typically may not have the ability to use solar power.
We endeavor to make the move to solar energy simple for our customers by identifying quality product manufacturers and installers and arranging the financing, design, permitting, construction and maintenance of our energy solutions. 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 solar systems. Although we have engaged third-party manufacturers for production and distribution logistics, we will be returnedthe party who communicates with the customers throughout the entire period of services of our energy solutions.
The Company’s strategy to production.increase sales will be to offer fundamentally unique solar power systems, including those designed by RED or other comparable designers, 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 build more solar systems and increase its marketing of 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. |
| · | 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 and multi-unit residential owners. Our target market is commercial building and property owners in New York and New Jersey. To date, we currently have four (4) Solar Leases with commercial property owners in New York and New Jersey, and, assuming we are able to obtain adequate financing, we expect to complete these systems. As of the date hereof, four wells have already been reconditioned and are ready for production once consent is received from the Texas Railroad Commission. Prior to April 30, 2009,of this registration statement, the Company was engagedactively seeking to develop the following four (4) leases: 111 Station Road, Bellport, New York; 607 Station Road, Bellport, New York; and 8012 Tonneli Ave, North Bergen, New Jersey.
Description of Products and Services
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 plan to first develop solar power generation systems (“solar systems”) at the locations that are the subject of the Solar Leases, and then market net metering agreements or community solar solutions to customers nearby, depending on the regulatory regime, electric utility policies and other circumstances of the areas in real estatewhich a solar system is built.
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The Company believes that its revenues in key regions will be derived directly from agreements that lease solar systems that we arrange the building of to our customers. Pursuant to these agreements, the Company, owns, operates, and maintains the solar system, and a host customer agrees to site the system on its property. The Company will then attempt to enter into net metering agreements to sell electric output from the solar services provider for a predetermined period (usually twenty-five years) to the host’s local utility. 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. The Company would be responsible for the development, projectsdesign, and the administration of the project, obtaining permits, financing, and managing the solar system, and well as its installation and maintenance.
The Company does not expect to enter into agreements for the design, construction or installation of any solar facilities until it has obtained all necessary approvals for the installation of the system from local authorities and entered into a net metering agreement with the applicable utility. Moreover, pursuant to the terms of the Company’s existing leases, the Company is similarly not required to pay rent to the owner until it begins generating revenue through a net metering agreement. If, however, the Company commences, or engages a contractor to commence, the development, construction or installation of a solar system prior to entering into a net metering agreement, there can be no assurance that the Company will be successful in entering into a net metering agreement following the facility’s completion and the Company may be required to seek alternative means to recoup the investment in the facility, such as a purchase power agreement, for example, of which there can be no assurance that the Company will be able to find such an arrangement or find one on April 30, 2009,terms that are favorable to the last dayCompany.
An interconnection agreement is generally required from the applicable local electricity utility to interconnect a solar energy system with the utility grid. In almost all cases, interconnection agreements are standard form agreements that have been pre-approved by the local public utility commission or other regulatory body with jurisdiction over interconnection. As such, no additional regulatory approvals are required once interconnection agreements are signed. We would prepare and submit these agreements on behalf of our prior fiscal year,customers to ensure compliance with interconnection rules. Under this business model, the host customer buys the services produced by our solar energy solutions rather than the solution itself.
We expect to function as the project coordinator, arranging the financing, design, permitting, and construction of the system. We plan to purchase the solar panels for the project from a PV manufacturer, who provides warranties for system equipment. The installers we acquired Eagle Oil Companyinitially plan to contract with will design the system, specify the appropriate system components, and changedmay perform the focusfollow-up maintenance over the life of the PV system. Although we may eventually develop an in-house team of installers, we currently do not have such a team. Once the construction agreement is signed, a typical installation is expected to be completed in three to six months.
Plan of Operations
We intend to pursue the development of our business to oil explorationsolar greenhouses, sales of Community Solar installations, and production. Since the acquisitiondevelopment of Eagle Oil Company was accounted for as a reverse acquisition, this Quarterly Report reflects our oil explorationowned Community Solar installations. Development of solar greenhouses is dependent upon or continued relationship with RED and production business as if we were engaged in such line of business for the entire period reported.
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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.
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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, 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.
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
Management’s Report on Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of the Securities Exchange Act of 1934 under the supervision and with 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.
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 included a reviewas of our objectives and processes and effectApril 3-, 2020. Based 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. We intend to maintain these controls as processes that may be appropriately modified as circumstances warrant.
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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.
There are no legal proceedings against the Company to the best of the Company’s knowledge as of the date hereof and to the Company’s knowledge, no action, suit or proceeding has been threatened against the Company.
| 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. |
None.
| Item 6. | Exhibits. |
See the exhibits listed in the accompanying “Index to Exhibits.”
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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: September 29, 2022 | By: | /s/ |
| James C. DiPrima, Director, Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive Officer, Financial and Accounting Officer) | ||
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| 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** | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |||||||||
| 101.SCH** | Inline XBRL Taxonomy Extension Schema Document | |||||||||
| 101.CAL** | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||
| 101.DEF** | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||
| 101.LAB** | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||
| 101.PRE** | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||
| 104** | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101) | |||||||||
* 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.
** To be filed by amendment.
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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