Generation NEXT Franchise Brands (VEND) 10-Q 2013 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2013

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________________

Commission file number: 333-177305

Green 4 Media, Inc.
(Exact name of registrant as specified in its charter)
Nevada	45-2511250
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
PO Box 1108, Kamuela, HI 96743
(Address of principal executive offices)
(808) 283-8888
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

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.  Yes [X] No [  ] 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post 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 a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of June 24, 2013, there were 1,575,000 shares of the issuer’s common stock, par value $0.001, outstanding.

 

GREEN 4 MEDIA, INC.

FORM 10-Q

FOR THE PERIOD ENDED MAY 31, 2013

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
	SIGNATURES	18

2

 

PART I – FINANCIAL INFORMATION

Item 1.      Financial Statements.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with the SEC on November 29, 2012. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending August 31, 2013.

GREEN 4 MEDIA, INC.

(A Development Stage Company)

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

May 31, 2013

	Page
Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to Condensed Financial Statements	7

_______________________________________

3

 

GREEN 4 MEDIA, INC.

 (A Development Stage Company)

Condensed Balance Sheets

ASSETS
		May 31, 2013		August 31, 2012
		(Unaudited)
Current Assets
Cash and cash equivalents	$	148	$	14,604
Accounts receivable		-		10,204
Prepaid expenses		-		5,343
Total Current Assets		148		30,151
TOTAL ASSETS	$	148	$	30,151
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	1,554	$	1,777
General excise tax payable		65		1,021
Deferred revenue		-		5,834
Total Current Liabilities		1,619		8,632
TOTAL LIABILITIES		1,619		8,632
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value $0.001, 25,000,000 shares authorized, none issued and outstanding		-		-
Common Stock, par value $0.001, 100,000,000 shares authorized, 1,575,000 shares issued and outstanding		1,575		1,575
Additional paid-in capital		65,925		65,925
Deficit accumulated during the development stage		(68,971)		(45,981)
Total Stockholders’ Equity (Deficit)		(1,471)		21,519
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	148	$	30,151

The accompanying notes are an integral part of these condensed financial statements.

4

 

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended May 31,					For the Nine Months Ended May 31,			Cumulative From Inception (June 8, 2011) to May 31, 2013
	2013		2012			2013	2012
REVENUES	$	1,400	$	10,582	$	9,634	$	14,024	$	35,053
OPERATING EXPENSES:
Selling, general and administrative		1,596		12,781		19,150		17,590		43,181
Professional fees		2,757		12,555		13,474		26,218		60,843
Total Operating Expenses		4,353		25,336		32,624		43,808		104,024
NET LOSS	$	(2,953)	$	(14,754)	$	(22,990)	$	(29,784)	$	(68,971)
Basic and Diluted Loss per Common Share	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		1,575,000		1,574,457		1,575,000		1,331,259

The accompanying notes are an integral part of these condensed financial statements.

5

 

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended May 31,					Cumulative From Inception (June 8, 2011) to May 31, 2013
	2013		2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(22,990)	$	(29,784)	$	(68,971)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related party		-		-		325
Changes in operating assets and liabilities:
Accounts receivable		10,204		(5,784)		-
Prepaid expenses		5,343		(625)		-
Accounts payable and accrued liabilities		(223)		1,219		1,554
General excise tax payable		(956)		562		65
Deferred revenue		(5,834)		-		-
Net cash used in operating activities		(14,456)		(34,412)		(67,027)
CASH FLOWS FROM INVESTING ACTIVITIES		-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-		57,500		67,500
Payments to a related party		-		(325)		(325)
Net cash provided by financing activities		-		57,175		67,175
Net increase (decrease) in cash and cash equivalents		(14,456)		22,763		148
Cash and cash equivalents - beginning of period		14,604		8,766		-
Cash and cash equivalents - end of period	$	148	$	31,529	$	148
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes	$	-	$	-	$	-

The accompanying notes are an integral part of these condensed financial statements.

6

 

GREEN 4 MEDIA, INC.

(A Development Stage Company)

Notes to Unaudited Condensed Financial Statements

May 31, 2013

NOTE 1 -  THE COMPANY AND BASIS OF PRESENTATION

Green 4 Media, Inc. (the “Company”) is a Nevada corporation incorporated on June 8, 2011.  It is based in Kamuela, Hawaii, USA.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is August 31.

The Company is a development stage company that operates as an Eco Marketing and Advertising company offering solutions to clients wishing to stand out of the crowd by showing they care about the environment with the use of natural and sustainable materials in their advertising.  The Company has begun to recognize revenues from its planned operations after having devoted its activities to its formation and the raising of equity capital. 

The accompanying unaudited condensed financial statements of the Company were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company (“Management”) believes that the following disclosures are adequate and sufficient to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended August 31, 2012 included in the Company’s Form 10-K, as filed with the SEC on November 29, 2012.

These unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the nine months ended May 31, 2013, are not necessarily indicative of the results that may be expected for the year ending August 31, 2013 or for any other period.

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.”  The Company is devoting substantially all of its efforts to development of business plans.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

 

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $148 and $14,604 in cash and cash equivalents at May 31, 2013 and August 31, 2012, respectively.

Start-Up Costs

In accordance with ASC 720, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Accounts Receivable

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

Revenue Recognition

The Company recognizes revenue from the sale of services in accordance with ASC 605, “Revenue Recognition.”  Revenue consists of internet marketing services; focusing on website design, search engine optimization, and viral social media marketing. Sales income is recognized only when all of the following criteria have been met:

i)         Persuasive evidence for an agreement exists;

ii)        Service has been provided;

iii)       The fee is fixed or determinable; and

iv)       Collection is reasonably assured.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited. 

Net Loss Per Share of Common Stock

The Company has adopted ASC 260,“Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share, for the three and nine months ended May 31, 2013 and 2012:

8

 

		Three Months Ended May 31,				Nine Months Ended May 31,
		2013		2012		2013		2012
Net loss	$	(2,953)	$	(14,754)	$	(22,990)	$	(29,784)
Weighted average common shares
outstanding (Basic and Diluted)		1,575,000		1,574,457		1,575,000		1,331,259
Net loss per share (Basic and Diluted)	$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

NOTE 3 -   CAPITAL STOCK

Authorized Stock

The Company has authorized 100,000,000 common shares and 25,000,000 preferred shares, both with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Share Issuance

Since inception (June 8, 2011) to May 31, 2013, the Company has issued 1,000,000 common shares at $0.01 per share for $10,000 in cash during the 2011 fiscal year, and 575,000 common shares at $0.10 per share for $57,500 in cash during the 2012 fiscal year for total cash proceeds of $67,500.  There were 1,575,000 common shares issued and outstanding at May 31, 2013 and August 31, 2012.  Of these shares, 1,000,000 were issued to a director and officer of the Company.

There were no preferred shares issued and outstanding.The Company has no stock option plan, warrantsor other dilutive securities.

NOTE 4 -  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.  As at May 31, 2013, the Company has a loss from operations for the nine month period ended of $22,990, an accumulated deficit of $68,971, and a working capital deficiency of $1,471 and has earned $35,053 in revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending August 31, 2013.

9

 

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5 -  SUBSEQUENT EVENTS

In accordance with ASC 855, Company management reviewed all material events through the date ofthis report and determined that there are no material subsequent events to report.

10

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.   Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our 10-K, as filed on November 29, 2012.  You should carefully review the risks described in our 10-K and in other documents we file from time to time with the Securities and Exchange Commission.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Green 4 Media,” “we,” “us,” or “our” are to Green 4 Media, Inc.

Executive Summary

We have developed a web-based business offering eco-sustainable marketing and advertising solutions to prospects wishing to emphasize they care about the environment with the use of natural and sustainable materials.  The Company is virtual in nature, meaning that employees and contractors will primarily work from home.  Our services are highly specialized and emphasize creating campaigns for our clients that focus on communicating their brand through sustainable and natural mediums.  We also offer professional web and graphic designers to incorporate our client’s green message across various mediums.  Another aspect of our plan is to better educate our clients and empower them to understand the value of supporting environmental issues and minimizing their media choices’ environmental impact.     

Strategic Initiatives

Fully optimized Green 4 Media Website: We have launched our fully SEO-friendly website.  The site has been optimized to rank high on Google, Bing, and Yahoo organic searches by utilizing link-earning and building with partner websites and blogs, and creating a social media presence to promote the value of creating 100% environmentally sustainable messages and advertisements, as well as building brand awareness and loyalty. 

Internet Marketing: Our online marketing efforts include a Social Media Marketing Campaign, with profiles on the major Social Media Platforms: Facebook, Twitter, YouTube and Pinterest. Video Marketing (i.e., YouTube) is especially valuable in delivery of our services, providing the immediate, visual representation of our eco-sustainable marketing campaigns.

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended August 31, 2012.

11

 

We have generated revenues of $35,053 since inception and have incurred $104,024 in expenses through May 31, 2013, resulting in a net loss of $68,971.

Our operating results for the three and nine months ended May 31, 2013 and 2012 are summarized as follows:

Revenue

		Three Months Ended May 31,					Nine Months Ended May 31,
		2013			2012		2013		2012
Revenue	$	1,400		$	10,582	$	9,634	$	14,024
Expenses		4,353			25,336		32,624		43,808
Net Loss	$	(2,953	)	$	(14,754)	$	(22,990)	$	(29,784)

The Company earned its initial revenues starting in the second quarter of the fiscal year ended August 31, 2012.  The revenues were from the sale of eco-friendly, print-free advertising and marketing services, Search Engine Optimization (Organic/Unpaid Advertising), Adwords Pay-per-Click Advertising, Facebook Pay-per-Click Advertising and viral Social Media Marketing campaigns; and were recognized upon the completion of these programs.  We earned revenues of $1,400 for the three months ended May 31, 2013 compared to revenues of $10,582 for the three months May 31, 2012.  We earned revenues of $9,634 for the nine months ended May 31, 2013 compared to revenues of $14,024 for the nine months ended May 31, 2012.  Decreased revenues in 2013 can be attributed to the lack of funds available to properly market our products and services. Unless we can raise additional funds, we anticipate revenues to decrease substantially during the fiscal year ended August 31, 2013 and 2014 due to our lack of available funds to further market our services.

Expenses

Our total expenses for the three and nine months ended May 31, 2013 and 2012 are outlined in the table below:

		Three Months Ended May 31,				Nine Months Ended May 31
		2013		2012		2013		2012
Selling, general and administrative	$	1,596	$	12,781	$	19,150	$	17,590
Professional fees		2,757		12,555		13,474		26,218
Total	$	4,353	$	25,336	$	32,624	$	43,808

Selling, general and administrative expenses for the three month period ended May 31, 2013 decreased $11,185 as compared to the comparative period in 2012 and professional fees decreased $9,798 for the same comparative periods.  Selling, general and administrative expenses for the nine month period ended May 31, 2013 increased 1,560 as compared to the comparative period 2012 and professional fees decreased 12,744 for the same comparative periods. 

The decrease in selling, general, and administrative expenses for the three month period ended May 31, 2013

12

 

was due to the decrease in sales and marketing efforts and the decrease in professional fees for the three and nine months was due to the fees spent in 2012 for the Company to obtain its trading symbol and DTC eligibility.  The increase in selling, general and administrative expenses for the nine month period ended May 31, 2013 was primarily as a result of an increase in marketing efforts.

Liquidity and Financial Condition

Working Capital (Deficiency)

		At		At
		May 31,		August 31,
		2013		2012		Change
Current Assets	$	148	$	30,151	$	(30,003	)
Current Liabilities	$	1,619	$	8,632	$	(7,013	)
Working Capital (Deficiency)	$	(1,471)	$	21,519	$	22,990

Cash Flows

		Nine Months Ended May 31,
		2013			2012
Net Cash Used in Operating Activities	$	(14,456	)	$	(34,412	)
Net Cash Used by Investing Activities	$	-		$	-
Net Cash Provided by Financing Activities	$	-		$	57,175
Net Increase (Decrease) in Cash During the Period	$	(14,456	)	$	22,763

We will require additional funds to fund our budgeted expenses in the future.  These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.  There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock.  Further, we may continue to be unprofitable. Additionally, there is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

Plan of Operation

Green 4 Media began selling its services in February 2012.  Our plan of action over the next twelve months is to continue to market and sell our services and raise additional capital financing as necessary to grow operations.

The success of our operations will be based on our ability to grow by financing the operation through internal cash flow and/or to raise funds through equity and/or debt financing to invest in marketing and sales of our services. The challenging markets for credit do create a condition where some of our marketing plans may have to be delayed if we are not able generate adequate capital. The availability of equity and/or debt financings remains uncertain.

13

 

As our business is a marketing and advertising company we are able to complete most of our marketing initiatives without incurring major additional outside expenses by completing the work internally hence being able to keep our advertising and marketing costs reasonable.  Over the next 12 months, we anticipate that the company will require funds of approximately $25,000 to meet our working capital requirements.

In the event that we need additional funds, we will endeavour to proceed with our plan of operations by locating alternative sources of financing.  Although there are no written agreements in place, one form of alternative financing that may be available to us is self-financing through contributions from the officers and directors.  While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and Green 4 Media.

We do not anticipate hiring any staff during the next 12 months of operation, and will rely on the services of our officers and directors and outside contractors.

As a result of these initiatives if we are unable to increase sales and cash flow we may not have sufficient working capital to implement our strategy and we will be forced to scale down our business plan. Over time this could cause us to curtail or suspend our operations and may eventually cause our business to fail.

We have no plans to undertake any product research and development during the next 12 months.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us on which to base an evaluation of our performance.  We are a development stage company and have generated $35,053 in revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our website and possible cost overruns due to the price and cost increases in supplies and services.

At present, we do not have enough cash on hand to cover expenses for the next 12 months. We anticipate needing a minimum of $25,000 to meet our working capital commitments for the next 12 months.

While the officers and directors have generally indicated a willingness to provide services and financial contributions if necessary, there are presently no agreements, arrangements, commitments, or specific understandings, either verbally or in writing, between the officers and directors and Green 4 Media. 

If we are unable to meet our needs for cash from either the money that we raised from our Offering, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

We have no plans to undertake any product research and development during the next twelve months.  There are also no plans or expectations to acquire or sell any plant or plant equipment in our second year of operations.

Liquidity and Capital Resources

The report of our auditors on our audited financial statements for the period ended August 31, 2012, contains a going concern qualification as we have suffered losses since our inception.  We have minimal assets and have achieved $35,053 in operating revenues since our inception.  We have depended on revenues, loans, and sales of equity securities to conduct operations.

We received our initial funding of $10,000 through the sale of common stock to an officer and director, who

14

 

purchased 1,000,000 shares of common stock at $0.01 on June 9, 2011.  In September 2011 we received $21,000 from 9 non-affiliated investors who purchased 210,000 shares of our common stock at $0.10 per share.  In February and March 2012 we received $36,500 from 24 non-affiliated investors who purchased 365,000 shares of our common stock through our initial public offering.  Our financial statements from inception (June 8, 2011) through the period ended May 31, 2013, reported revenues of $35,053 and a net loss of $68,971.  Our financial statements for the nine-month period ended May 31, 2013, reported revenues of $9,634 and a net loss of $22,990. 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4.  Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2013, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A.  Risk Factors.

15

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

We did not issue unregistered equity securities during the quarter ended May 31, 2013.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information.

None.

16

 

Item 6.  Exhibits.

The following exhibits are included as part of this report:

Exhibit No.      Description

31                    Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

32                    Rule 1350 Certification of Principal Executive and Financial Officer

101.INS*         XBRL Instance

101.SCH*        XBRL Taxonomy Extension Schema

101.CAL*        XBRL Taxonomy Extension Calculations

101.DEF*        XBRL Taxonomy Extension Definitions

101.LAB*        XBRL Taxonomy Extension Labels

101.PRE*        XBRL Taxonomy Extension Presentation

*  XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

17

 

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.

	GREEN 4 MEDIA, INC.
	(Registrant)
Dated: June 26, 2013	/s/ Daniel Duval
	Daniel Duval
	President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director
	(Principal Executive, Financial, and Accounting Officer)