GreenKissNY DOS Draft offering statement (non-public)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING STATEMENT

UNDER THE SECURITIES ACT OF 1933

GREENKISSNY INC.

(Exact name of registrant as specified in its charter)

Date: December 22, 2015

Delaware

7361

46-4864894

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification Number)

75 South Broadway

White Plains, New York 10601

TELEPHONE: (914) 304-4323

FAX: (917) 372-9985

(Address, including zip code, and telephone number,
including area code, of issuer’s principal executive office)

Ann Anderson

75 South Broadway

White Plains, New York 10601

TELEPHONE: (914) 304-4323

FAX: (917) 372-9985

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Please send copies of all correspondence to:

David Feldman, Esq.

Duane Morris LLP

1540 Broadway

New York, New York 10036-4086

TELEPHONE: (212) 692-1036

FAX: (212) 202-6094

THIS OFFERING STATEMENT SHALL ONLY BE QUALIFIED UPON ORDER OF THE U.S. SECURITIES AND EXCHANGE COMMISSION, UNLESS A SUBSEQUENT AMENDMENT IS FILED INDICATING THE INTENTION TO BECOME QUALIFIED BY OPERATION OF THE TERMS OF REGULATION A.

PART I - NOTIFICATION

Part I should be read in conjunction with the attached XML Document for Items 1-9

PART I - END

Preliminary Offering Circular Dated December 22, 2015

An offering statement pursuant to Regulation A relating to these securities has been filed with the U.S. Securities and Exchange Commission, which we refer to as the Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

3,000,000 SHARES OF COMMON STOCK

This offering circular (the “Offering Circular”) relates to the offer and sale of up to $3,000,000 (the “Offering”) of shares of common stock, par value $0.00001 per share (the “Common Stock”), of GreenKissNY Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), for $1.00 per share.

The Offering is being made on a self-underwritten, “best efforts” basis. There is no minimum number of shares of Common Stock required to be purchased by each investor. The shares of Common Stock offered by the Company will be sold on our behalf by our founder, President, Chief Executive Officer and sole director, Ann Anderson. Ms. Anderson is deemed to be an underwriter of the Offering. She will not receive any commissions or proceeds for selling the shares of Common Stock on our behalf.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this Offering Circular and future filings after this Offering.

	Price to Public		Underwriting Discount and Commission	Proceeds to the Company		Proceeds to Other Persons


Per Share:	$	1.00	N/A	$	1.00	N/A
Total:	$	3,000,000	N/A	$	3,000,000	N/A
Minimum Total:(1)		0	N/A		0	N/A
Maximum Total:	$	3,000,000	N/A	$	3,000,000	N/A

(1) There shall be no minimum amount invested before the Company shall have access to the proceeds.

The Offering will terminate upon the earlier of (i) such time as all of the shares of Common Stock have been sold pursuant to this Offering Circular or (ii) 365 days from the qualified date of this Offering Circular, unless extended by the Company’s sole director, in her sole discretion, for an additional 90 days. We may however, at any time and for any reason, terminate the Offering without notice to or consent from any purchaser of shares of Common Stock in the Offering.

The proceeds from the sale of the shares of Common Stock will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed pursuant to this Offering Circular. All proceeds from the sale of the shares of Common Stock are non-refundable, except as may be required by applicable laws. All expenses incurred in this Offering are being paid for by the Company.

There has been no public trading market for the Common Stock. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the shares of Common Stock will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our Common Stock. As of the date of this Offering Circular, we have not made any arrangement with any market makers to quote our shares.

This Offering Circular follows the disclosure format of Part I of Form S-1 pursuant to the general instructions of Part II(a)(1)(ii) of Form 1-A.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING TO THE EXTENT THAT THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF A SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES OF COMMON STOCK ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 4.

THE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

ADDITIONAL INFORMATION

You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with additional information or information different from that contained in this Offering Circular filed with the Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this Offering Circular is accurate only as of the date of this document, regardless of the time of delivery of this Offering Circular or any sale of shares of our Common Stock. Our business, financial condition, results of operations and Offering Circular may have changed since that date.

The date of this Offering Circular is , 2015

TABLE OF CONTENTS

OFFERING CIRCULAR SUMMARY

This summary highlights information contained elsewhere in this Offering Circular and does not contain all of the information that may be important to you. You should read this entire Offering Circular carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical financial statements and related notes included elsewhere in this Offering Circular. In this Offering Circular, unless otherwise noted, the terms “the Company,” “we,” “us,” and “our” refer to GreenKissNY, Inc., and its subsidiaries (collectively, the “Subsidiaries”), Nexus Staffing Specialists, Inc. (“Nexus”), Green Kiss USA, Inc. (“GKUSA”), and Green Kiss Laboratories, Inc. (“GK Laboratories”).

This Offering Circular, and any supplement to this Offering Circular, include “forward-looking statements”. To the extent that the information presented in this Offering Circular discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. 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. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in this Offering Circular.

Overview

We are a holding company that intends to focus our lifestyle brands primarily on health and wellness through our three separate business units. Nexus focuses on temporary staffing targeting environmentally conscious companies, GKUSA intends to engage in the development of sustainably produced agricultural products, and GK Laboratories intends to focus on discovering, inventing, developing, manufacturing and commercializing novel medicines and nutraceuticals. Nexus has been operating since 2012. GKUSA and GK Laboratories are start-up enterprises, which are expected to commence operations after completion of this Offering.

Implications of Being an “Emerging Growth Company”

As a public reporting company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the JOBS Act. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

·	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

·	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

·	are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

·	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

·	may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations, or MD&A; and

·	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. Note that this Offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the Offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1 billion in annual revenues, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period. Furthermore, under current Commission rules we will continue to qualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $75 million as of the last business day of our most recently completed second fiscal quarter.

Company and Other Information

The Company was formed in the State of Delaware on February 13, 2015. The Company’s principal executive office is 75 South Broadway, White Plains, New York, 10601. Our telephone number is (914) 304-4323. Our Internet address is www.greenkissny.com. We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular.

We own various U.S. federal trademark registrations and applications, and unregistered trademarks, including the following marks referred to in this Offering Circular: “GREENKISS™” and “IGREENKISS™”. All other trademarks or trade names referred to in this Offering Circular are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Offering Circular are referred to without the symbols ® and ™, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent possible under applicable law, their rights thereto.

THE OFFERING

We are offering to sell 3,000,000 shares of Common Stock. The price at which the Company intends to offer these shares of Common Stock is $1.00 per share for the duration of the Offering. We will receive all proceeds from the sale of our Common Stock.

Securities being offered by the Company		3,000,000 shares of Common Stock offered by us in a self-underwritten, best-efforts offering.

Offering price per share		We will sell the shares of Common Stock at a fixed price per share of $1.00 for the duration of this Offering.

Number of shares of Common Stock outstanding before the Offering		50,000,000 shares of Common Stock are issued and outstanding as of December 22, 2015.

Number of shares of Common Stock outstanding after the Offering		53,000,000 shares of Common Stock will be issued and outstanding if we sell all of the shares of Common Stock we are offering herein.

Number of shares of Preferred Stock outstanding before the Offering		None



The minimum number of shares of Common Stock to be sold in this Offering		None.

Market for the shares of Common Stock		There is no public market for the shares of Common Stock. We intend to seek the quotation of our Common Stock on the OTCQB marketplace maintained by the OTC Markets Group, Inc. There can be no assurance that we will be able to obtain such quotation, or if we do obtain it, that a market will ever develop.

Use of Proceeds		We intend to use the net proceeds from this Offering to provide working capital to our business operations in our sole discretion. See “Use of Proceeds.”

Termination of the Offering		The Offering will terminate upon the earlier of (i) such time as all of the shares of Common Stock have been sold pursuant to this Offering Circular or (ii) 365 days from the qualified date of this Offering Circular unless extended by us for an additional 90 days, in our sole discretion, without notice to or consent from investors. We may however, at any time and for any reason terminate the Offering without notice to or consent from any purchaser of shares of Common Stock in the Offering.

Terms of the Offering
Subscriptions:		All subscriptions are irrevocable, subject to acceptance by the Company. The Company may accept or reject any subscription, in whole or in part, for any reason, in its sole discretion.
Offering Costs:		We estimate our total offering costs to be approximately $350,000.
Risk Factors:		See “Risk Factors” and the other information in this Offering Circular for a discussion of the factors you should consider before deciding to invest in shares of our Common Stock.

You should rely only upon the information contained in this Offering Circular. We have not authorized anyone to provide you with information different from that which is contained in this Offering Circular. We are offering to sell Common Stock and seeking offers to Common Stock only in jurisdictions where offers and sales are permitted.

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this Offering Circular, before purchasing shares of our Common Stock. There are numerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our Common Stock, if such a trading market develops, could decline and investors in our Common Stock could lose all or part of their investment.

Risks Related to our Consolidated Businesses

Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

Nexus has been operating since 2012. GKUSA and GK Laboratories are start-up enterprises, which are expected to commence operations after completion of this Offering. As a result, we have a limited operating history and have generated revenue only from Nexus. As a consolidated entity, it is difficult to forecast our future results based upon our historical data. Because of the uncertainties related to our limited historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses.

Our success depends substantially on the continuing efforts of our senior executives and other key personnel, and our business may be severely disrupted if we lose their services.

Our future success heavily depends upon the continued services of our senior executives and other key employees, in particular Ann Anderson, our founder, President, Chief Executive Officer and sole director. The loss of her services would delay our business operations substantially. We currently do not maintain key person life insurance for any of the senior members of our management team or other key personnel. If one or more of our senior executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business operations, and we may not be able to replace them easily or at all. In addition, it is difficult to locate experienced executives in our industries and offer them competitive salaries at this stage in the Company’s development. We may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our businesses may be severely disrupted.

We will require additional funds in the future to achieve our current business strategy and our inability to obtain funding may cause a material adverse effect on our business and financial condition.

We will need to raise additional funds through public or private debt or equity sales in order to fund the commencement of operations of GKUSA and GK Laboratories. Additional funding will also assist growth opportunities within Nexus and enhance credit terms with Nexus clients. These financings may not be available when needed. Even if these financings are available, they may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse effect on our ability to commence the operations of GKUSA and GK Laboratories, and could limit growth opportunities for Nexus.

Our founder, and current President, Chief Executive Officer and sole Director, Ann Anderson, beneficially owns approximately 91% of our outstanding stock. As a result, she has a substantial voting power in all matters submitted to our stockholders.

Ann Anderson is a controlling stockholder due to her large ownership percentage in the Common Stock. Accordingly, she has substantial voting power in all matters submitted to our stockholders for approval including:

•	Election of our board of directors;

•	Removal of any of our directors;

•	Any amendments to our certificate of incorporation, as amended (the “Certificate of Incorporation”) or our Amended and Restated Bylaws (the “Bylaws”); and

•	Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

Also, Ms. Anderson’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Risks Unique To Nexus

Any significant or prolonged economic downturn could result in clients using fewer temporary employees and the other services which Nexus offers, terminating their relationship with the Company, or becoming unable to pay for services on a timely basis, or at all.

Because demand for temporary staffing services in many industries is sensitive to changes in the overall economy and rate of employment, the level of Nexus’s business has in the past and may in the future suffer during economic downturns. Significant declines in demand, and thus in revenues, would likely result in lower profit levels. In addition, the Company may experience pricing pressure during economic downturns which could have a negative impact on the results of operations.

State unemployment insurance expense is a direct cost of doing business in the temporary staffing industry. State unemployment tax rates are established based on a company’s specific experience rate of unemployment claims and a state’s required funding formula on covered payroll. Economic downturns have in the past, and may in the future, result in a higher occurrence of unemployment claims resulting in higher state unemployment tax rates. Due to the recent economic downturn, states have increased, and may continue to increase, unemployment tax rates to employers, regardless of the employer’s specific experience. This would result in higher direct costs to us. In addition, many state unemployment funds have been depleted during the recent economic downturn and many states have borrowed from the federal government under the Title XII loan program. Employers in all states receive a credit against their federal unemployment tax liability if the employer’s federal unemployment tax payments are current and the applicable participating state is also current with its Title XII loan program. If a state fails to repay such loans within a specific time period, employers in such states may lose a portion of their tax credit.

A relatively small number of clients represents a significant portion of our revenue.

Historically, a significant portion of our revenue has come from a limited number of clients. There can be no guarantee that we will be able to sustain our revenue levels from these clients or build greater breadth in our client base. For first nine months of 2015, our top two clients accounted for approximately 51% and 12%, respectively, of our total revenue. No other client represented more than 10% of our total revenue during this period. However, this client concentration increases the risk of quarterly fluctuations in our revenue and operating results. The loss or reduction of business from one or a combination of our significant clients, for example as a result of a client’s capital expenditure budget reductions, could materially adversely affect our revenue, financial condition and results of operations.

The Company is exposed to employment-related claims and costs as well as periodic litigation that could materially adversely affect the Company’s financial condition, business, and results of operations.

The temporary staffing business entails employing individuals and placing such individuals in clients’ workplaces. The ability to control the workplace environment of clients is limited. Due to the fact that Nexus is the employer of record of temporary employees, it incurs a risk of liability to temporary employees and clients for various workplace events, including:

·	claims of misconduct or negligence on the part of employees;
·	discrimination or harassment claims against employees, or claims by employees of discrimination or harassment by clients or the Company;
·	immigration-related claims;
·	claims relating to violations of wage, hour, and other workplace regulations;
·	claims related to wrongful termination or denial of employment;
·	violation of employment rights related to employment screening or privacy issues;
·	claims relating to employee benefits, entitlements to employee benefits, or errors in the calculation or administration of such benefits;
·	claims related to violations of non-compete obligations; and
·	possible claims relating to misuse of clients’ confidential information, misappropriation of assets, or other similar claims.

The Company may incur fines and other losses and negative publicity with respect to any of these situations. Some of the claims may result in litigation, which is expensive and distracts attention from the operations of ongoing business. The Company intends to obtain and maintain insurance against some of these risks, but there can be no assurance that such insurance, if purchased, will cover these claims or provide sufficient coverage depending on the size of a claim.

The temporary staffing industry can be affected by seasonal fluctuations which may make management of working capital more challenging and could adversely impact the Company’s financial position and the market price of its Common Stock.

Demand for our food manufacturing staffing services increases beginning late in third quarter through the fourth quarters of the year and peaks in the first quarter, with the greatest demand from November through February. Demand for our food manufacturing staffing services is lower during the second quarter and early part of the third quarter, in part due to client shutdowns and demand for hot prepared food products in the Spring and Summer months. As a result, our revenues have been lower in the second quarter of each year than in other quarters due to reduced seasonal demand for our temporary staffing services. The Company is actively seeking to ameliorate this risk with clients in a variety of industries whose business is not as seasonal. However, the Company cannot make any assurance that those efforts will be successful.

Nexus assumes the obligation to make wage, tax, and regulatory payments for our temporary employees, and, as a result, is exposed to client credit risks.

Nexus generally assumes responsibility for and manages the risks associated with temporary employees’ payroll obligations, including liability for payment of salaries, wages, and certain taxes. These obligations are fixed, whether or not clients make timely payments as required by services contracts, which exposes Nexus to credit risks of clients. The Company believes it can better manage this risk through raising additional capital, including through this Offering.

Workers’ compensation costs for temporary employees may rise and reduce our margins and require more liquidity.

Nexus is responsible for and pays workers’ compensation insurance costs for regular staff and temporary employees. These total costs have increased ratably as our workforce has increased. The average cost per worker also tends to rise depending on government action, the rate of claims being made, and the length and position of each employee’s assignment. There can be no assurance that Nexus will be able to increase the fees charged to clients in a timely manner and in a sufficient amount to cover increased costs as a result of any change in these costs.

Our temporary staffing services are subject to extensive government regulation or the imposition of additional regulations that could materially harm our future earnings.

Our temporary staffing services are subject to extensive regulation. The cost to comply, and any inability to comply with government regulation could have a material adverse effect on our business and financial results. Increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could materially harm our business.

U.S. healthcare legislation could negatively impact our results of operations by increasing the cost of providing temporary staffing services.

In March 2010, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”) were signed into U.S. law. The ACA represents comprehensive healthcare reform legislation that, in addition to other provisions, requires that we provide healthcare coverage to our eligible temporary employees in the United States or incur penalties. The costs associated with the law currently may have less impact on us than some other businesses due to the fact that a relatively small number of our employees are eligible. However, if we are successful in further diversifying our client base, we may have a greater obligation with respect to healthcare costs. In addition, Nexus management has spent a significant amount of time ensuring compliance with ACA obligations. As a result, these employees have less time to manage other Nexus business. As a result of this uncertainty, we are unable at this time to estimate the net impact of the ACA, although we believe the net financial impact on our results of operations could be significant.

The temporary staffing industry is highly competitive with limited barriers to entry, which could limit the Company’s ability to maintain or increase our market share or profitability.

The temporary staffing industry is highly competitive with limited barriers to entry. The Company competes in a variety of geographic markets. Price competition in the staffing industry is intense. Clients have continued to competitively bid new contracts, and this trend is expected to continue for the foreseeable future. The Company also faces significant competition in attracting and retaining qualified temporary staffing workers.

Risks Unique To GK Laboratories and GKUSA

GK Laboratories is a biopharmaceutical and nutraceutical company which has not yet commenced operations, and has no current revenues or products, making it difficult to assess its future viability.

GK Laboratories intends to focus on discovering, inventing, developing, manufacturing and commercializing NMEs (new molecular entity that is a drug that has never been approved by the FDA or marketed in the US) and nutraceuticals. GK Laboratories has not yet commenced operations. We currently have no products and generate no revenues, and we have not yet demonstrated an ability to overcome many of the fundamental risks and uncertainties frequently encountered by early stage companies in new and rapidly evolving fields of technology, particularly biotechnology and development of nutraceuticals. We intend to commence operations in GK Laboratories following the successful completion of this Offering, depending on the final amounts raised. There can be no assurance that we will raise sufficient capital to execute our business plan successfully or develop any products. At a minimum, we will need to accomplish the following fundamental objectives, either on our own or with strategic collaborators:

·	produce product candidates;
·	develop and obtain required regulatory approvals for commercialization of products we produce;

·	create, and thereafter maintain, leverage and expand our intellectual property portfolio;
·	establish and maintain sales, distribution and marketing capabilities, and/or enter into strategic partnering or licensing arrangements to access or outsource such capabilities;
·	gain market acceptance for any products we may develop; and
·	obtain adequate capital resources and manage our spending as costs and expenses increase due to research, production, development, regulatory approval and commercialization of product candidates.

Changes in the sustainably produced agricultural products industry could potentially have a negative impact upon the future operations of GKUSA.

Management believes that current market trends indicate that the market for sustainably produced agricultural products, as planned to be developed and sold by GKUSA, is on the rise, and will continue to be for the foreseeable future. But there is no assurance that current market trends will continue.

We have no experience in manufacturing and need to establish manufacturing relationships with third parties, and if contract manufacturing is not available to us or does not satisfy regulatory requirements, we will have to establish our own manufacturing capability and may not have the financial resources to do so.

We have no experience manufacturing NMEs, nutraceuticals, or sustainably produced agricultural products. Any delays or difficulties that we may encounter in establishing and maintaining a relationship with manufacturers to produce, package and distribute our future products may harm future clinical trials, regulatory filings, market introduction and subsequent sales of our products, as applicable.

We currently do not have any relationships or agreements with third parties to manufacture any future products from GK Laboratories or GKUSA. If we have difficulty establishing a manufacturing relationship, any future sales may be adversely affected. Contract manufacturers may be subject to FDA regulation and inspection before we can produce any products. Should we be required to manufacture products ourselves, we:

·	will be required to expend significant amounts of capital to install a manufacturing capability; and
·	will be subject to similar risks regarding delays or difficulties encountered in manufacturing any such products.

Therefore, we may not be able to manufacture any products successfully or in a cost-effective manner.

We may not be able to manage our expansion of operations effectively.

Our success with respect to GK Laboratories and GKUSA will depend upon the commencement of our operations and the effective management of any growth we may experience, which will place a significant strain on our management and on our administrative, operational and financial resources. To manage this growth, we may need to obtain and, if necessary, expand our facilities, augment our operational, financial and management systems and hire and train qualified personnel. Our management will also be required to develop relationships with customers, suppliers and other third parties. Our planned operations, personnel, systems, and internal procedures and controls may not be adequate to support our future growth. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

We may not be able to initiate and complete preclinical studies and clinical trials for our new product candidates which could adversely affect our business.

We plan to initiate preclinical and small clinical studies of our product candidates within the United States. We have not commenced any clinical trials for our products. We must successfully initiate and complete preclinical studies and clinical trials for our product candidates before we can receive regulatory approval and market them for use either as a functional food, nutraceutical, or pharmaceutical product. Preclinical studies and clinical trials can be expensive and could take years to complete and may not yield results that support further clinical development or product approvals. Conducting clinical studies for any of our product candidates for approval in the United States as a pharmaceutical may require filing an Investigative New Drug (“IND”) application and reaching agreement with the FDA on clinical protocols, finding appropriate clinical sites and clinical investigators, securing approvals for such studies from the institutional review board at each such site, manufacturing clinical quantities of drug candidates, supplying drug product to clinical sites and enrolling sufficient numbers of participants. We cannot guarantee that we will be able to successfully accomplish this or all of the other activities necessary to initiate and complete preclinical and clinical testing of our product candidates. As a result, our preclinical studies and clinical trials may be extended, delayed or terminated, and we may be unable to obtain sufficient clinical data or regulatory approvals that may be necessary in order to successfully commercialize our products.

Risks Relating to the Company’s Securities

We may never have a public market for our Common Stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

In order for our shares to be quoted, a market maker must agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”) to achieve a ticker symbol. Thereafter, we plan to list on a platform maintained by OTC Markets Group, Inc., and in particular, the OTCQB, the venture stage marketplace for smaller or early-stage companies. However, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

We may in the future issue additional shares of our Common Stock, which may have a dilutive effect on our stockholders.

Our Certificate of Incorporation authorizes the issuance of 100,000,000 shares of Common Stock at a par value of $0.00001 per share, of which 50,000,000 shares are issued and outstanding as of December 22, 2015 and the Certificate of Incorporation authorizes 10,000,000 shares of preferred stock at a par value of $0.00001 per share, of which none are currently issued and outstanding. The future issuance of our Common Stock may result in substantial dilution in the percentage of our Common Stock held by our then existing stockholders. We may value any Common Stock issued in the future on an arbitrary basis. The issuance of Common Stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our Common Stock.

We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our Common Stock.

Our Certificate of Incorporation authorizes us to issue up to 10,000,000 shares of “blank check” preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of shares of Preferred Stock, as well as the authority to issue such shares, without further stockholder approval. Our Preferred Stock does not currently have any dividend, conversion, liquidation, voting rights, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of Preferred Stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our Common Stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the Common Stock. To the extent that we do issue such shares of Preferred Stock, your rights as holders of Common Stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of Common Stock.

Delaware law and provisions in our Certificate of Incorporation and our Bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Common Stock.

The anti-takeover provisions of the Delaware General Corporation Law (the “DGCL”) may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our Certificate of Incorporation and our Bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, or otherwise adversely affect the rights of the holders of our Common Stock, including the following:

special meetings of our stockholders may only be called by a majority of our board of directors, the chairman of our board of directors, or our chief executive officer;

vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;

directors may be removed from office only for cause;

our Certificate of Incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, by our board of directors without stockholder approval and which may contain voting, liquidation, dividend and other rights superior to those of our Common stock; and

advance notice procedures will apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

We do not currently intend to pay dividends on our Common Stock and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Common Stock.

We have never declared or paid any cash dividends on our Common Stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your Common Stock for the foreseeable future and the success of an investment in shares of our Common Stock will depend upon any future appreciation in its value. There is no guarantee that shares of our Common Stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

For as long as we are an “emerging growth company,” we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to some other public companies.

As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. We are an emerging growth company until the earliest of:

	●	the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;

	●	the last day of the fiscal year following the fifth anniversary of the first offering pursuant to a registration statement declared effective by the Commission;

	●	the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or

	●	the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws.

For so long as we remain an “emerging growth company”, we will not be required to:

	●	have an auditor report on our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

	●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis);

	●	submit certain executive compensation matters to stockholders’ advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding stockholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and

	●	include detailed compensation discussion and analysis in our filings under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and instead may provide a reduced level of disclosure concerning executive compensation.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period, which allows us to delay the adoption of new or revised accounting standards until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to public companies that comply with new or revised accounting standards.

Because of these exemptions, some investors may find our Common Stock less attractive, which may result in a less active trading market for our Common Stock, and our stock price may be more volatile.

As we intend to be a Commission public reporting company, we will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance.

Our management and other personnel will need to devote a substantial amount of time to compliance requirements to maintain reporting status. Moreover, compliance with these rules and regulations will involve significant cost.

We currently do not have an internal audit group, and we will eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to obtain and maintain effective internal controls for financial reporting.

We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

As a reporting company we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.

We do not currently have independent audit or compensation committees. As a result, our sole director has the ability, among other things, to determine her own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

Risks Relating to this Offering

Investors cannot withdraw funds once invested and will not receive a refund.

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to the Company and held in a segregated corporate bank account until the Subscription Agreement is accepted by the Company. Therefore, once funds are advanced, an investor’s subscription offer is irrevocable, subject to Company acceptance.

Our Offering is being conducted on a “best efforts” basis and does not require a minimum amount to be raised. As a result, we may not be able to raise enough funds to fully implement our business plan and our investors may lose their entire investment.

The Offering is on a “best efforts” basis and does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our growth opportunities may be materially adversely affected. This could increase the likelihood that an investor may lose their entire investment.

We have broad discretion in how we use the net proceeds of this Offering and we may not use these proceeds effectively or in ways with which you agree.

Our management will have broad discretion as to the application of the net proceeds of this Offering and could use them for purposes other than those contemplated at the time of this Offering. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase the market price of our Common Stock.

Our stock is a penny stock. Trading of our stock may be restricted by the Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Our Common Stock is a penny stock. The Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our Common Stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit your ability to buy and sell our stock.

We are selling the shares of this Offering without an underwriter and may be unable to sell any shares.

This Offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares primarily through our founder, President, Chief Executive Officer and sole director Ann Anderson, who will receive no commissions. There is no guarantee that she will be able to sell any of the shares. Unless she is successful in selling all of the shares in this Offering, we may have to seek alternative financing to implement our business plan.

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this Offering.

We are not registered on any market or public stock exchange. There is presently no demand for our Common Stock and no public market exists for the shares being offered in this Offering Circular. We plan to contact a market maker immediately following the completion of the Offering and apply to have the shares quoted on the OTCQB. The OTCQB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not an issuer listing service, market or exchange. To be eligible for quotation on the OTCQB, issuers must remain current in their filings with the Commission or applicable regulatory authority and pay an annual listing fee. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement.

We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our Common Stock, it will be difficult for you to sell any shares you purchase in this Offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our Common Stock quoted on a public trading market, your shares will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

We will incur ongoing costs and expenses for Commission reporting and compliance. Without sufficient funds we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

The estimated cost of this Offering is expected to be $350,000. Ann Anderson, our founder, President, Chief Executive Officer and sole director, has loaned the Company funds towards these expenses. The Company also intends to utilize cash flow generated by Nexus along with some of the funds recently raised in a private placement offering of Common Stock to fund these expenses. After the qualified date of this Offering Circular, since we intend to be a full Exchange Act reporting company, we will be required to file annual, quarterly and current reports, or other information with the Commission as provided by the Exchange Act. In order for us to remain in compliance we will require funds to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues or raise sufficient capital to remain in compliance we may have to curtail our business plan and it may be difficult for you to resell any shares you may purchase, if at all.

PLAN OF DISTRIBUTION

The Company has 50,000,000 shares of Common Stock issued and outstanding as of the date of this Offering Circular. The Company is offering 3,000,000 shares of its Common Stock for sale at the price of $1.00 per share, which will result in 53,000,000 shares of Common Stock issued and outstanding upon completion of the Offering assuming 100% of the shares of Common Stock are sold.

In connection with the Company’s selling efforts in the Offering, Ann Anderson will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of Commission Rule 3a4-1, promulgated under the Exchange Act.

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Ann Anderson is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Ann Anderson will not be compensated in connection with her participation in the Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Ms. Anderson is not, nor has she been within the past 12 months, a broker or dealer, and she is not, nor has she been within the past 12 months, an associated person of a broker or dealer. At the end of the Offering, Ms. Anderson will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Ann Anderson will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

The Company will receive all proceeds from the sale of the 3,000,000 shares being offered on behalf of the Company itself. The price per share is fixed at $1.00 for the duration of this Offering. Although our Common Stock is not listed on a public exchange or quoted over-the counter, we intend to seek to have our shares of Common Stock quoted on the OTCQB maintained by the OTC Markets Group, Inc. In order to be quoted on the OTCQB a market maker must file an application on our behalf in order to make a market for our Common Stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $1.00 until a market develops for the stock. The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of Common Stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this Offering Circular will be sold at a fixed price of $1.00 per share.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; or if an exemption from such registration is available and with which the Company has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this offering statement is effective.

Procedures for Subscribing

If you decide to subscribe for any shares in this Offering, you must

- Execute and deliver a subscription agreement; and

- Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to “GreenKissNY Inc.” The Company will deliver stock certificates attributable to shares of Common Stock purchased directly to the purchasers within ninety (90) days of the final closing of the Offering.

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail as soon as practicable after we receive them.

DILUTION

The share price for this Offering is fixed at $1.00 per share.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

Existing Stockholders if 50% of Shares are Sold:
Price per share	$	1.00
Number of shares sold		1,500,000
Net tangible book value per share before offering	$	(0.01	)
Potential gain to existing stockholders	$	1,500,000.00
Net tangible book value per share after offering	$	0.02
Increase to present stockholders in net tangible book value per share after offering	$	0.03
Capital contributions	$	1,500,000.00
Number of shares outstanding before the offering		50,000,000.00
Number of shares after offering assuming the sale of 50% of shares		51,500,000.00
Percentage of ownership after offering		97.1	%
Existing Stockholders if 100% of the Shares are Sold:
Price per share	$	1.00
Number of shares sold		3,000,000
Net tangible book value per share before offering	$	(0.01	)
Potential gain to existing stockholders	$	3,000,000.00
Net tangible book value per share after offering	$	0.05
Increase to present stockholders in net tangible book value per share after offering	$	0.06
Capital contributions	$	3,000,000.00
Number of shares outstanding before the offering		50,000,000.00
Number of shares after offering assuming the sale of 50% of shares		53,000,000.00
Percentage of ownership after offering		94.3	%
Purchasers of Shares in this Offering if 50% of Shares Sold
Price per share	$	1.00
Dilution per share	$	(0.98	)
Capital contributions	$	1,500,000.00
Percentage of capital contributions by existing stockholders		49.4	%
Percentage of capital contributions by new investors		50.6	%
Number of shares after offering held by public investors		1,500,000.00
Percentage of ownership after offering		2.9	%
Purchasers of Shares in this Offering if all 100% Shares Sold
Price per share	$	1.00
Dilution per share		(0.95	)
Capital contributions	$	3,000,000.00
Percentage of capital contributions by existing stockholders		32.8	%
Percentage of capital contributions by new investors		67.2	%
Number of shares after offering held by public investors		3,000,000.00
Percentage of ownership after offering		5.7	%

USE OF PROCEEDS

Our Offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $1.00. There is no assurance that we will raise the full $3,000,000 as anticipated.

The following table sets forth the uses of proceeds assuming the sale of 100% of the securities offered for sale by the Company. It should be noted that the proceeds from this Offering will be used to pay for particular operating expenses on behalf of the Company, and that some of the proceeds will also be used by the Company to fund operations of its wholly owned subsidiaries. Additionally, the amount and timing of expenditures used generally or for any particular use may vary based on a number of factors, including the amount of cash used in or provided by our operations, among other factors. Accordingly, our management will have broad discretion in the application of these proceeds, and investors will be relying on the judgment of our management regarding the application of the proceeds of this Offering.

Description	Amount
If 3,000,000 shares (100%) are sold:
Next 12 months
Balance of offering costs including legal, accounting and other filing costs	$	200,000
Working Capital-Nexus Staffing Specialists Inc.	$	500,000
Office expansion for branch offices	$	50,000
Funding of preliminary product research for GK Laboratories Inc	$	375,000
Funding of preliminary product research for GKUSA Inc	$	375,000
Acquisition of initial manufacturing/production facilities for GK USA Inc.	$	750,000
Acquisition of research facility for GK Laboratories	$	750,000
	$	3,000,000
If 2,250,000 shares (75%) are sold:
Next 12 months
Balance of offering costs including legal, accounting and other filing costs	$	200,000
Working Capital-Nexus Staffing Specialists Inc.	$	500,000
Office expansion for branch offices	$	50,000
Funding of preliminary product research for GK Laboratories Inc	$	375,000
Funding of preliminary product research for GKUSA Inc	$	375,000
Acquisition of initial manufacturing/production facilities for GK USA Inc.	$	750,000
	$	2,250,000
If 1,500,000 shares (50%) are sold:
Next 12 months
Balance of offering costs including legal, accounting and other filing costs	$	200,000
Working Capital-Nexus Staffing Specialists Inc.	$	500,000
Office expansion for branch offices	$	50,000
Funding of preliminary product research for GK Laboratories Inc	$	375,000
Funding of preliminary product research for GKUSA Inc	$	375,000
	$	1,500,000
If 750,000 shares (25%) are sold:
Next 12 months
Balance of offering costs including legal, accounting and other filing costs	$	200,000
Working Capital-Nexus Staffing Specialists Inc.	$	500,000
Office expansion for branch offices	$	50,000
	$	750,000

The above figures represent only estimated costs for the next 12 months.

DETERMINATION OF OFFERING PRICE

Since our shares of Common Stock are not listed or quoted on any exchange or quotation system, the offering price of the shares of Common Stock was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our Common Stock is not listed on a public exchange, we intend to obtain a listing on the OTCQB marketplace maintained by the OTC Markets Group, Inc. concurrently with the qualification of this Offering Circular. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our Common Stock.

There is no assurance that our Common Stock will be quoted at market prices in excess of offering price in this Offering as prices for the Common Stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the Common Stock, investor perception of us and general economic and market conditions.

BUSINESS

Overview and Corporate History

The Company intends to focus its lifestyle brands primarily on health and wellness through its three separate business units. Nexus focuses on temporary staffing targeting environmentally conscious companies, GKUSA intends to engage in the development of sustainably produced agricultural products, and GK Laboratories intends to focus on discovering, inventing, developing, manufacturing and commercializing novel medicines and nutraceuticals. Nexus has been operating since 2012. GKUSA and GK Laboratories are start-up enterprises, which are expected to commence operations after completion of this Offering.

The Company was incorporated in the State of Delaware on February 13, 2015. On April 21, 2015, Ann Anderson was appointed as President, Chief Executive Officer and sole director. In connection with her appointment, Ms. Anderson also entered into that certain Securities Purchase Agreement, dated April 21, 2015, as amended (the “SPA”) pursuant to which she agreed to exchange certain equity interests of GKUSA, GK Laboratories and Nexus. Pursuant to that certain stock transfer agreement, dated June 1, 2015, by and between Ms. Anderson and the Company, Ms. Anderson contributed her equity ownership of Nexus, GK Laboratories and GKUSA in accordance with the SPA (the “Equity Contribution”). As a result of the Equity Contribution, Nexus, GK Laboratories and GKUSA became wholly owned subsidiaries of the Company.

The Industries

This Offering Circular includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources, such as, but not limited to, the American Staffing Association, and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data.

The Company’s business focus is primarily on health and wellness. Nexus, GK Laboratories and GKUSA, our wholly-owned subsidiaries, operate in the staffing, biopharmaceuticals/nutraceuticals and sustainably produced agricultural products industries, respectively. Management believes all of these sectors are poised for significant growth in the years ahead.

Staffing.According to the American Staffing Association, U.S. staffing companies employ more than 3 million temporary and contract workers per week with this number reaching 3.24 million for the second quarter of 2015, than up 2.9% from the same period in 2014. The U.S. temporary staffing industry is projected to grow 6% in 2015 reaching $115 billion and continue this growth at an annual rate of 5% in 2016 to reach an all-time high of $121 billion. The U.S. industrial temporary staffing segment is projected to grow 6% in 2015, reaching $33.2 billion. Management believes that the temporary staffing industry is recession resistant because the demand for temporary workers increases both prior to the addition of full-time workers in a growing economy and following termination of full-time workers in a contracting economy. In addition, we service a number of companies in the food manufacturing business, an industry that mostly supplies staple foods and is not as subject to economic swings.

Biopharmaceuticals. With global revenues of $163 billion, biopharmaceuticals represent about 20 percent of the broader pharmaceutical market. Analysts have determined that it’s by far the fastest-growing part of the industry with current annual growth rate of more than 8 percent or double that of conventional pharmaceutical industry. This growth is expected to continue at that rate for the foreseeable future. Biopharmaceuticals have set new standards for blockbuster drugs (defined as drugs that $1 billion or more in annual sales) with the top 15 biopharmaceutical products generating annual revenue of more than $2 billion.

Nutraceuticals. Nutraceuticals are products that range from isolated nutrients, dietary supplements and herbal products, specific diets and processed foods such as cereals, soups, and beverages. Nutraceuticals are the products which provide health and nutrition benefits in addition to the basic nutrition value present in foods. The global nutraceuticals market was valued at around $250 billion in 2014. The market is expected to reach around $385 billion by 2020, at a compound annual growth rate of 7.5% from 2014 to 2020.

Organic Foods.The US organic food market is estimated at $45 billion for 2015 as a result of rising per capita expenditure, increasing health consciousness, growing awareness about the benefits of chemical free organic food and rise in organic farming in the US. Strong distribution channels of manufacturers and their tie ups with retailers have added to the accessibility and visibility of various organic food products such as fruits and vegetables, organic dairy products and packaged food in the market. Availability of organic products is no longer limited to traditional sources but is available in over 20,000 natural food stores and nearly 3 out of 4 grocery stores in the country.

Nexus Staffing Specialists

Overview

Nexus was founded by Ann Anderson in 2012. Nexus is a growing employee service provider seeking to meet the demanding staffing needs of businesses of all sizes. Management believes we have experienced executive staff, a highly competent labor pool, and extensive work safety precaution protocols. Ms. Anderson’s guiding principle is to treat business relationships as partnerships with a goal of exceeding our clients’ needs and expectations.

Currently, we are a US Northeast regional staffing company, with customers operating across a diverse set of industries, which include primarily food manufacturing as well as light industrial. We provide temporary and permanent workers to a variety of customers that are seeking to match their workforce requirements to their business needs. We plan to expand our operations nationally in the future. We seek to provide an enterprise-class level of staffing solutions, typically reserved for large, publicly-traded corporations, to our predominantly middle-market clients. We believe that most of our larger competitors, focusing on the largest customers, lack the personal touch we seek to provide.

Nexus seeks to take a consultative approach to our corporate client engagements, devoting significant resources to the upfront assessment, site walk through, work site evaluation and development of customized programs. The Company also offers what it believes to be a unique onsite management program, which includes enhanced training, schedule management, and more regular onsite reporting of issues that could effect efficiency, retention, and satisfaction. We believe our novel approach is highly regarded and valued by our clients.

We provide temporary and permanent staffing for our clients. In temporary staffing, our employees are assigned to work at client locations. Historically, our clients tend to need these services where their business is seasonal, or where they face a shortage of available employees.

These temporary positions can sometimes lead to permanent employment with our clients. Our temporary staffing arrangements typically include an additional fee payable to us when one of our employees transitions to permanent employment status with the client.

In permanent staffing, we assist a client in directly recruiting a new employee, most commonly at the executive or supervisory level. Pricing of permanent staffing services is calculated as a percentage of the employee’s first year salary. We offer a guarantee program that the employee will remain with the client for a certain period of time, with a reduced fee or no fee payable if they do not remain. Management has focused substantial energy on the temporary staffing division, therefore, the revenues from the permanent staffing division have been nominal. Depending on available resources, we hope to expand our focus on this division.

In 2014, one client represented 73% of our total gross revenue. In the first nine months of 2015, this same client represented 51% of our total gross revenue and one other client represented 12% of our total gross revenue. We have focused significant energy on diversifying our client base, and are hopeful that we will continue to be less dependent on these clients as the business continues to expand.

We operate out of four offices in the Northeast U.S. where our clients are currently concentrated. The Company has sought to strategically locate its offices near manufacturing facilities of clients and potential clients.

We commenced operations on April 11, 2012 and have since enjoyed steady growth in business. We are seeking to expand our relationships with our largest clients to permit our continued growth across the country as a provider of integrated contingent labor solutions to more of each client’s manufacturing locations.

In addition to opening office branches, we seek to enhance our position within geographic markets by: (i) hiring additional sales and operations staff; (ii) opening on-site locations; (iii) engaging in localized business networking efforts; and (iv) engaging in the local community. We believe this strategy enables us to gain operating leverage in our geographic markets and raise the awareness of our brand.

In 2014, we expanded our operations in Massachusetts based on the above model. We believe this expansion has been successful and expect to utilize this as a model for future expansion nationwide.

GreenKiss Laboratories

GK Laboratories intends to focus on biopharmaceuticals through discovery, invention, development, manufacture and commercialization of novel medicines, new molecular entities (“NME’s”), therapeutic biological products, nutraceuticals, and other life science products. We have begun to develop such leads in a variety of therapeutic areas. Our initial focus is with NME’s in the areas of pain management, cancer, and anti-epileptic/anti-seizure treatments.

We believe that clinical success with our biopharmaceutical leads will be measured by the ability to advance the development of our investigational candidates in ways that use a new mechanism of action from other existing biopharmaceutical products (such as drugs). To that end, we will seek to directly impact and effect the symptoms and physiological attributes of the medical condition that is the selected clinical indication for the biopharmaceutical product in question.

We are developing a scientific advisory board, which we expect will include prominent physician researchers and scientists. We anticipate that the advisory board will assist us in selecting drug, NME, and other biopharmaceutical candidates and lead strategic planning with respect to the research and development and commercialization of our anticipated products.

Our strategy is to be a leading company in the life sciences industry and take advantage of currently evolving research aimed at better understanding novel biopharmaceutical treatments. We may determine to expand our research efforts beyond biopharmaceuticals dependent upon future opportunities and the capabilities of our researchers and our advisory board members.

GreenKiss USA, Inc.

Overview

GKUSA plans to engage in farming, employing the use of seed stock and traditional organic farming techniques that are based on sustainable agriculture with non-GMOs as a core priority. We also intend to enter the emerging urban agriculture industry utilizing nontraditional indoor hydroponic farms aimed at meeting urban fresh food supply challenges. We intend to experiment with breeding programs to develop plant hybrids that accelerate biomass crop selections through genetic analysis and molecular breeding techniques.

Urban agriculture can be defined as growing fruits, herbs, and vegetables and raising animals in cities, a process that is accompanied by many other complementary activities such as processing and distributing food, collecting and reusing food waste and rainwater, and educating, organizing, and employing local residents. Urban agriculture, a new and emerging industry, is integrated in individual urban communities and neighborhoods by making use of underutilized indoor and outdoor space.

What is sustainable farming and what benefits are there?

In simplest terms, sustainable agriculture is the production of food, fiber, or other plant or animal products using farming techniques that protect the environment, public health, human communities, and animal welfare.

What is hydroponic farming?

In hydropnic farming, plants are grown by placing their roots in liquid nutrient solutions rather than in soil; soilless growth of plants. There are 6 basic types of hydroponic systems; Wick, Water Culture, Ebb and Flow (Flood & Drain), Drip (recovery or non-recovery), N.F.T. (Nutrient Film Technique) and Aeroponic. There are hundreds of variations on these basic types of systems, but all hydroponic methods are a variation (or combination) of these six.

What is a GMO?

A genetically modified organism (GMO) is any organism whose genetic material has been altered using genetic engineering techniques. It is our goal that all of our foods and beverages are grown naturally without unnatural genetic modification and through organic growing methods.

What is organic farming and what benefits are there?

Organic farmers, ranchers, and food processors follow a defined set of standards to produce organic food and fiber. Congress described general organic principles in the Organic Foods Production Act, and the U.S. Department of Agriculture (the “USDA”) defines specific organic standards. These standards cover the product from farm to table, including soil and water quality, pest control, livestock practices, and rules for food additives.

Our Strategy

GKUSA will seek to acquire farmland and convert it to land suitable for organic, sustainable, and non-GMO farming. At the same time, we intend to launch the first of our indoor urban test gardens. In addition to operating our own urban farms, we may seek to license or franchise our farm products to third parties. This could include a turn-key urban indoor garden including layout design/decor, remote live streaming video monitoring, smart phone climate controlled monitoring equipment, CO2 supplementation systems, deep water culture growing modules, purification water reclaim systems, point of sale software, organic /sustainably produced grow mediums/nutrients, signs, product marketing and product labeling.

We plan to provide a variety of in-house ancillary services to support the proper growth of our genetic lines of fruits and vegetables. These services may include horticulture training for key personnel, health and safety training, human resources, contingent labor solutions, product marketing, financial/payroll services, a line of organic / sustainably produced grow mediums and organic / sustainably produced plant nutrients, fertilization algorithms to optimize plant yields, essential oil processing protocols and algorithms, IT support and consulting services related to our local market.

Management believes that the average consumer is becoming more and more health and environmentally conscious, and that this trend will continue. This belief drives the mission of GKUSA in many respects.

Seasonality and Cyclicality

Our business experiences seasonal fluctuations. Our quarterly operating results are affected by the number of billing days in a quarter, as well as the seasonality of our customers’ business. Demand for our food manufacturing staffing services, which has historically comprised a significant portion of our revenues, increases beginning late in third quarter through the fourth quarters of the year and peaks in the first quarter, with the greatest demand from November through February. Demand for our food manufacturing staffing services is lower during the second and early part of the third quarter, in part due to customer shutdowns and demand for hot prepared food products in the Spring and Summer months. We must pay our temporary workers as they perform, but payments from customers lag those payments we make to workers, therefore our cash flow challenges increase substantially in periods of growth.

The staffing industry has historically been cyclical, often acting as an indicator of both economic downturns and upswings. Staffing customers tend to use temporary staffing to supplement their existing workforces and generally hire direct workers when long-term demand is expected to increase. As a consequence, our revenues tend to increase quickly when the economy begins to grow and, conversely, our revenues can also decrease quickly when the economy begins to weaken. This is one reason our strategy of seeking to commence operations and revenues from GKUSA and GK Laboratories is important in diversifying to businesses with less seasonality and cyclicality.

Regulation

Our business is subject to extensive regulations with regard to worker’s compensation, general liability, Family Medical Leave Act and the Affordable Care Act. The cost to comply, and any inability to comply, with government regulation could materially harm our business. Increased government regulation of the workplace or of the employer-employee relationship, or judicial or administrative proceedings related to such regulation, could also materially harm our business.

Competitive Advantages of Nexus

The staffing services market is highly competitive with limited barriers to entry. We compete in regional and local markets with full-service and specialized temporary staffing companies. Some of our competitors have significantly more marketing and financial resources than we do. Price competition in the staffing industry is intense. We expect that the level of competition will remain high, which could limit our ability to maintain or increase our market share or profitability.

The principal competitive factors in attracting qualified candidates for temporary assignments are the shift that is worked, pay rates, availability of assignments, duration of assignments and responsiveness to requests for placement. We believe that many potential candidates seeking temporary assignments through us may also be pursuing assignments through other means. Therefore, the speed at which we place prospective temporary workers and the availability of appropriate assignments are important factors in our ability to complete assignments of qualified temporary workers.

In addition to having high quality temporary workers to assign in a timely manner, the principal competitive factors in obtaining and retaining clients in the temporary staffing industry are properly assessing the clients’ specific job requirements, the appropriateness of the temporary worker assigned to the client, the price of services and the monitoring of client satisfaction. Although we believe we compete favorably with respect to these factors, we expect competition to continue to increase.

Operational Plan

Nexus will seek to continue to assist clients with their temporary staffing needs whether the job position is short-term, long-term, temporary, temporary to permanent (temp to perm) or direct placement. We will let our team of executive professionals continue to work to seamlessly find our clients the best candidate(s) that meets their budgets, their industry requirements, and education/professional parameters. We carefully screen candidates for unique and appropriate skill sets, managerial prowess, ability to communicate clearly, diplomatic skills, academic and personal accomplishments, as well as for exceptional references.

Nexus knows that our continued success depends on our ability to provide our corporate clients with the best unskilled laborers, college graduates and beyond, middle management/senior-level consultants that can reliably hit the ground running. To keep reaching this goal, our expert staff will listen carefully to prospective clients, explain the simple hiring process, make recommendations and find the right person for the job.

Patents and Trademarks

We own or have rights to various copyrights, trademarks, service marks, trade names and domain names used in our business, including, but not limited to, GreenKissNY.com, GreenKissLab.com, GreenKissOrganics.com, GreenKissProject.org, GREENKISS™, IGREENKISS™, Nexus-Work.com and Nexus Staffing Specialists. Solely for convenience, the trademarks, service marks, trade names and domain names referred to in this Offering Circular may appear without the ®, ™, or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks, trade names and domain names.

Employees

As of December 22, 2015, the Company has two full-time employees, which include Ann Anderson, our President and Chief Executive Officer, and Leif Christoffersen, our Chief Operating Officer.

We also have arrangements with 1 independent contractor who provided services related to our internal recordkeeping.

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers or sole director.

Nexus arranged with Nexus Management Services (“NMS”), a company partly owned by our President, Chief Executive Officer and sole director, to provide 22 contract employees at our corporate and branch offices as of December 22, 2015. The Company’s arrangement with NMS will terminate at the end of 2015, upon which a newly formed wholly owned subsidiary of the Company is expected to provide the same management services previously provided by NMS. Additionally, during the 2014 fiscal year, we assigned approximately 1,500 temporary workers. None of our staff employees or temporary workers is represented by a labor union, and we are not aware of any current efforts or plans to organize any of our staff employees or temporary workers. To date we have not experienced any material labor disruptions.

Ms. Anderson and Mr. Christoffersen are the only current employees of our other two wholly owned subsidiaries GKUSA and GK Laboratories. Initial plans to initiate operations for these two companies involve hiring key personnel to enable acquisition of key assets such as real estate to enable commercial activities as well as acquisition of novel technology with a focus on innovation and commercial viability.

Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.

Description Of Property

The Company’s executive offices are located at 75 South Broadway, White Plains, New York 10601; Tel (914) 304-4323. The Company entered into a 12-month office service agreement for the office space commencing in December 2014 at a monthly payment of $1,040. The Company’s wholly owned subsidiary Nexus has two branches (in Fall River, MA and Lynn, MA), one on-site office (in Fall River, MA), one corporate office (in White Plains, NY) and an extension of the corporate office for payroll processing (in North Andover, MA.)

The remaining subsidiaries which include GKUS and GK Laboratories do not have physical office space at this time. However, as needed they may utilize the space of the executive offices held by the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations should be read in conjunction with the audited annual consolidated financial statements and unaudited interim condensed consolidated financial statements included elsewhere in this Offering Circular. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Except for historical information, the matters discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward looking statements that involve risks and uncertainties,including those discussed under Part II, “Risk Factors” and elsewhere in this Offering Circular, and are based upon judgments concerning various factors that are beyond our control.These risks could cause our actual results to differ materially from any future performance suggested below.

General Overview

We are a holding company incorporated under the laws of the State of Delaware on February 13, 2015. We intend to focus on lifestyle brands primarily in health and wellness through three separate wholly owned business units – Nexus Staffing Specialists, Inc. (“Nexus”), GreenKiss USA, Inc. (“GKUSA”), and GreenKiss Laboratories, Inc. (“GK Laboratories”). GKUSA and GK Laboratories are both currently inactive. Nexus focuses on temporary staffing targeting environmentally conscious companies. GKUSA intends to engage in the development of sustainably produced agricultural products, and GK Laboratories intends to focus on discovering, inventing, developing, manufacturing and commercializing novel medicines and nutraceuticals. Nexus has been operating since 2012. GKUSA and GK Laboratories are start-up enterprises, which are expected to commence operations upon completion of the Offering contemplated by this Offering Circular.

We own 100% of outstanding common stock of Nexus, GKUSA and GK Laboratories, we are effectively controlled by the same majority stockholder and are therefore considered under common control. For accounting purposes, the above mentioned companies are consolidated in a manner similar to a recapitalization. The consolidation of the Company and our subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned reorganization had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. As we were formed in 2015 and GKUSA and GK Laboratories had no operations, our consolidated financial statements essentially represent the historical operations of Nexus.

Critical Accounting Policies

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of consolidated financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosures. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to accounts receivable allowance and allowance for permanent placement guarantees. We base our estimates on historical experience, performance metrics and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results will differ from these estimates under different assumptions or conditions. We apply the following critical accounting policies in the preparation of our consolidated financial statements:

Revenue Recognition

For the nine months ended September 30, 2015 and 2014 and for the years ended December 31, 2014 and 2013, we derived our revenues from temporary and permanent staffing services provided by our wholly-owned subsidiary, Nexus. Services revenue, as presented in our consolidated statements of operations, represents the fees we receive from clients for such temporary and permanent staffing services, less sales adjustments and allowances. We record revenue on a gross basis as a principal instead of on a net basis as an agent in the presentation of revenues and expenses, as we are the primary obligor in delivering these services.

In temporary staffing, our employees are assigned to work at client locations. These temporary positions can sometimes lead to permanent employment with our clients. Our temporary staffing arrangements typically include an additional fee payable to us when one of our employees transitions to permanent employment status with the client.

Pricing of temporary staffing services is calculated as a premium above our costs associated with each employee provided to the client. These costs primarily include employee salaries, state and federal unemployment taxes, certain eligible health benefits, regulatory compliance and workers’ compensation insurance. Temporary staffing service revenues are recognized when the services are rendered by our temporary employees. Employees placed on temporary assignment by us are considered legal employees of our Company while they are working on assignments. We pay all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security, and certain fringe benefits. In addition, we assume the risk of acceptability of our employees to our clients.

In permanent staffing, we assist a client in directly recruiting a new employee, most commonly at the executive or supervisory level. Pricing of permanent staffing services is calculated as a percentage of the employee’s first year salary. We offer a guarantee program that the employee will remain with the client for a certain period of time, with a reduced fee or no fee payable if they do not remain. Permanent staffing service revenues are recognized when employment candidates accept offers of permanent employment and commence work. We have a history of estimating the effect of permanent placement candidates who do not remain with our clients through a 90-day guarantee period. Allowances are established to estimate these losses when required. No fees for permanent placement services are charged to employment candidates.

See Note 2 to our Consolidated Financial Statements for additional information regarding our critical and significant accounting policies.

Recent Accounting Pronouncements

In May 2014, the FASB issued authoritative guidance that provides companies with a single model for use in accounting for revenue arising from contracts with clients, and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The new guidance requires a company to recognize revenue to depict the transfer of goods or services to a client at an amount that reflects the consideration it expects to receive in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from client contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance is effective for annual reporting periods beginning after December 15, 2017. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed to have a material impact on our present or future consolidated financial statements.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Our revenue, operating expenses and net loss for the nine months ended September 30, 2015 as compared to the nine months ended September 30, 2014 were as follows:

	For the Nine Months Ended
	September 30,									Percentage
	2015			2014			Change			Change
Service Revenue, net	$	7,590,891		$	3,712,359		$	3,878,532			104	%

Cost of Services		6,249,121			2,862,273			3,386,848			118	%

Gross Profit		1,341,770			850,086			491,684			58	%

Operating Expenses
Management fees		1,069,270			780,958			288,312			37	%
Other general and administrative expenses		564,545			487,051			77,494			16	%
Total Operating Expenses		1,633,815			1,268,009			365,806			29	%

Loss from Operations		(292,045	)		(417,923	)		125,878			(30	%)

Other Expense
Legal settlement		(500,000	)		—			(500,000	)		N/A
Other expense		(9,650	)		(2,087	)		(7,563	)		(362	%)
Total Other Expense		(509,650	)		(2,087	)		(507,563	)		(243	%)

Net Loss	$	(801,695	)	$	(420,010	)	$	(381,685	)		91	%

Revenues:We generated revenues of $7.6 million for the nine months ended September 30, 2015, as compared with $3.7 million for the nine months ended September 30, 2014, an increase of $3.9 million or 105%. Specifically, we generated temporary staffing revenues of $7.2 million and $3.5 million, respectively, and permanent staffing revenues of $0.4 million and $0.2 million, respectively, for the nine months ended September 30, 2015 and 2014. The increase in revenues was related to significant increases in our revenue for existing clients. For our largest client, which accounted for service revenues totaling $2,640,574 and $3,899,400, or 71% and 51%, respectively, for the nine months ended September 30, 2014 and 2015, we realized an increase of $1,258,826, however, as a percentage of our total service revenues, this client’s percentage declined by 20%. This is indicative of our significant increases in service revenues throughout our client base.

Cost of services:Cost of services was $6.2 million and $2.9 million for the nine months ended September 30, 2015 and 2014, respectively, representing 82.3% and 77.1% of service revenues, respectively. The increase directly relates to our significant increases in service revenues as well increases in payroll tax and other payroll related costs.

Gross Profit:Gross profit for the nine months ended September 30, 2015 and September 30, 2014 was $1.3 million and $0.8 million, respectively, an increase of $0.5 million. As a percentage of service revenues, gross profit decreased from 22.9% to 17.7% for the nine months ended September 30, 2014 and September 30, 2015. The decrease in gross profit percentage is primarily attributable to an increase in payroll taxes of 3.0% due to increased unemployment costs.

Management fees:Management fees were $1.1 million and $0.8 million for the nine months ended September 30, 2015 and 2014, respectively. The increase in management fees was primarily due the increased management, recruiting and supervisory staff incurred on our behalf by Nexus Management Services (“NMS”), a company partly owned by our President, Chief Executive Officer and sole director, resulting in higher management fees due. The markup charged by NMS to Nexus decreased from 25% to 20% of payroll related costs for the nine months ended September 30, 2014 and 2015, respectively. The Company’s arrangement with NMS will terminate at the end of 2015, upon which a newly formed wholly owned subsidiary of the Company is expected to provide the same management services previously provided by NMS.

General and Administrative Expenses:General and administrative expenses were $0.6 million and $0.5 million for the nine months ended September 30, 2015 and 2014, respectively. The increase in general and administrative expenses was due primarily to increased costs related to our expanded operations and facilities.

Other Expense:Other expense was an expense of $0.5 million for the nine months ended September 30, 2015 and $0.002 million for the nine months ended September 30, 2014. The increase in other expense was due to a non-cash recording of a legal settlement resulting in our issuing on April 22, 2015 a convertible promissory note to a related party consultant in the amount of $500,000. The note accrued interest at the rate of 4% per annum and had a maturity date of April 22, 2017. The offsetting expense was recorded as a Legal Settlement in Other Expense section of our Statement of Operations for the nine months ended September 30, 2015. The note was convertible at the option of the holder into shares of our Common Stock upon the closing of an offering of equity or equity-linked securities of at least $1,000,000. In the event the holder did not convert and we completed an offering of equity or equity-linked securities of at least $1,000,000, then, at our option, the ability to convert the Note could be terminated. As of November 24, 2015, with our consent, the outstanding principal of this note of $500,000 and accrued interest of $11,836 were converted at the option of holder at a price of $0.80 per share resulting in our issuing 639,795 shares of Common Stock.

Liquidity and Capital Resources

Our working capital deficiency was as follows:

	As of
	September 30, 2015			December 31, 2014
Current Assets	$	1,366,393		$	600,815
Current Liabilities		(1,373,534	)		(1,174,816	)
Net Working Capital Deficiency	$	(7,141	)	$	(574,001	)

The following summarizes our cash flow activity:

	For the Nine Months Ended
	September 30,
	2015			2014
Net cash (used in) provided by operating activities	$	(515,946	)	$	96,689
Net cash used in investing activities		(26,538	)		(3,126	)
Net cash provided (used) by financing activities		1,142,362			(170,149	)
Increase (decrease) in cash during the nine month period		599,878			(76,586	)
Cash, beginning of period		271,276			201,452
Cash, end of period	$	871,154		$	124,866

Our uses of cash have been primarily to fund operations and expand our staff to meet the increase in revenues. For the nine months ended September 30, 2015 and 2014, our principal sources of liquidity have been obtained from cash provided by financing activities. On April 21, 2015, we entered into a securities purchase agreement with an unrelated third party, in which the Company agreed to issue 2,500,000 shares of its Common Stock for an aggregate purchase price of $350,000. On August 24, 2015, we initiated a private placement offering for up to $2,000,000 in shares of our Common Stock, for a price per share equal to $0.90 for each purchaser investing less than $300,000, and a price per share equal to $0.80 for each purchaser investing $300,000 or more. As of September 30, 2015, we had completed closings totaling $600,000, and issued 736,112 shares of its Common Stock related to this private placement offering. In December 2015, the Company has also received additional investment equal to an aggregate of $510,000 in this private placement offering that resulted in the Company issuing an additional 636,111 shares of its Common Stock. In September 2014, we obtained a revolving line of credit with a financial institution, which allows us to borrow up to a principal amount of $125,000 at any one time at an interest rate of 1.25% above the prime rate.

As further presented in our condensed consolidated financial statements and related notes, during the nine months ended September 30, 2015 and 2014, we incurred a net loss of $801,695 and $420,010, respectively. We also had stockholders’ deficit of $589,430 and $739,135, respectively for the nine months ended September 30, 2015 and December 31,2014, respectively. Our working capital deficiency decreased to $7,141 as of September 30, 2015 from a working capital deficit of $574,001 as of December 31, 2014. This is primarily the result of our raising an additional $950,000 in cash through the sale of our Common Stock.

Cash flow from operations: Net cash used by operating activities was $515,946 for the nine months ended September 30, 2015, compared to cash provided of $96,689 for the nine months ended September 30, 2014, an increase in net cash used of $612,635. The increase in net cash used by operating activities was primarily driven by our reduction in accrued expenses of $56,144 for the nine months ended September 30, 2015 as compared to the increase in accrued expenses $681,490 for the nine months ended September 30, 2014. This was offset by our increase in accounts receivable of $230,079 for the nine months ended September 30, 2015 as compared to the increase of $180,994 for the nine months ended September 30, 2014. Further, we realized a reduction in our net loss from operations before other expenses (primarily non-cash) of $125,878, from $417,923 for the nine months ended September 30, 2014 to $292,045 for the nine months ended September 30, 2015.

Cash flow used in investing activities: Our investing activities used cash of $26,538 during the nine months ended September 30, 2015, as a result of purchases of furniture and computers for our increased staff as well as improvements to our Lynn, Massachusetts facility. For the nine months ended September 30, 2014, our investing activities used cash of $3,126, as a result of furniture and equipment purchases.

Cash flow from financing activities: During the nine months ended September 30, 2015, our financing activities provided cash of $1,142,362, primarily as a result of the $950,000 in proceeds from sales of our Common Stock and $256,862 in loans from our principal stockholder. Our financing activities used cash of $170,149 during the nine months ended September 30, 2014, primarily as a result of payments of $99,000 towards our short term loan, the reduction in the long term portion of our accrued settlement of $105,556, offset by $34,407 in net proceeds from a related party loan.

Loans

During the year ended December 31, 2014, we received from a consultant and related party additional loan amounts totaling $80,000 in addition to the $99,000 balance from the prior year and repaid the balance in full, which amounted to a total of $179,000 of payments.

On September 11, 2014, we entered into a revolving line of credit note with a financial institution, which allowed us to borrow up to a principal amount of $95,000 at any one time. On November 18, 2014, the revolving line of credit note was increased, which allows us to borrow up to a principal amount of $125,000 at any one time, which is due on demand, at an interest rate of 1.25% above the prime rate. During the nine months ended September 30, 2015, we received principal amounts totaling $551,006 and made payments totaling $553,006. As of September 30, 2015 and December 31, 2014, the revolving line of credit principal and accrued interest balances were $123,000 and $125,000, respectively, in the accompanying consolidated balance sheets. Both notes are secured by a first lien security interest substantially all of our assets as well as guaranteed personally by our President and Chief Executive Officer as well as a related party.

On April 22, 2015, we issued a convertible promissory note to a related party consultant in the amount of $500,000. The note accrued interest at the rate of 4% per annum and had a maturity date of April 22, 2017. The note was convertible at the option of the holder into shares of our Common Stock upon the closing of an offering of equity or equity-linked securities of at least $1,000,000. In the event the holder did not convert and we completed an offering of equity or equity-linked securities of at least $1,000,000, then, at our option, the ability to convert the Note could be terminated. As of November 24, 2015, with our consent, the outstanding principal of this note of $500,000 and accrued interest of $11,836 were converted at the option of holder at a price of $0.80 per share resulting in our issuing 639,795 shares of its Common Stock.

Our President and Chief Executive Officer and founder, in order to induce investors to invest in the Company, agreed to assure all initial and future investors in our Common Stock that their interests would be preserved based upon 50,000,000 shares outstanding, up to the filing of an offering statement for a potential initial public offering of our Common Stock. The mechanism to achieve this protection was a verbal commitment to such investors that the founder would return common stock for cancellation an equivalent number of shares equal to the number of shares issued through any means up to the initial filing of the offering statement in a public offering. This has resulted in the return of common stock for cancellation a total of 639,795 shares, relating to the note conversion of convertible promissory note on November 24, 2015, 736,112 shares issued for cash consideration in conjunction with a private placement during September 2015 and 636,111 shares issued for cash consideration in December 2015 in conjunction with the private placement, respectively.

Off Balance Sheet Arrangements

As of September 30, 2015 and December 31, 2014, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the Commission’s Regulation S-K.

Commitments

Our executive offices are located at 75 South Broadway, White Plains, New York. We previously entered into a 12-month office service agreement for the office space that commenced in December 2014 and at a monthly payment of $1,040. During 2014, we leased our offices in Lynn, Massachusetts, and Fall River, Massachusetts. During 2015, we further executed several other lease agreements on our current offices at North Andover, Massachusetts, and White Plains, New York. During 2014, we also entered into several non-cancellable equipment lease agreements.

Total rent expense during the nine months ended September 30, 2015 and 2014 was $34,677 and $29,026, respectively.

The following table summarizes future minimum lease obligations with regards to leased offices and leased equipment.

	Office leases		Equipment leases		Total
2015	$	10,227	$	539	$	10,766
2016		37,207		2,154		39,361
2017		38,130		2,154		40,284
2018		4,155		1,992		6,147
2019		—		763		763
Thereafter		—		—		—
Total	$	89,719	$	7,602	$	97,321

Results of Operations for Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Our revenue, operating expenses and net loss for the year ended December 31, 2014 as compared to the year ended December 31, 2013 were as follows:

	For the Year ended									Percentage
	December 31,									Change
	2014			2013			Change			Inc (Dec)

Service Revenue	$	6,461,510		$	2,537,005		$	3,924,505			155	%

Cost of Services		4,896,821			1,864,338			3,032,483			163	%

Gross Profit		1,564,689			672,667			892,022			133	%

Operating Expenses
Management Fees		1,127,257			338,648			788,609			233	%
Legal settlement cost		—			300,000			(300,000	)		(100	%)
Other general and administrative expenses		800,620			343,828			456,792			133	%
Total operating expenses		1,927,877			982,476			945,401			96	%

Loss from operations		(363,188	)		(309,809	)		(53,379	)		17	%

Other Expense		(2,237	)		1,126			(3,363	)		(299	%)

Net Loss	$	(365,425	)	$	(308,683	)	$	(56,742	)		18	%

Revenues:We generated revenues of $6.5 million for the year ended December 31, 2014, as compared with $2.5 million for the year ended December 31, 2013. Specifically, we generated temporary staffing revenues of $6.1 million and $2.4 million, respectively, and permanent staffing revenues of $0.4 million and $0.1 million, respectively, for the years ended December 31, 2014 and 2013. Temporary staffing activities were suspended for the initial six months of 2013 pending the resolution of litigation related to the Company’s temporary staffing operations (See Note 4 to our Consolidated Financial Statements). The increase in revenues from 2013 to 2014 was related to both the realization of twelve months of activity in 2014 as opposed to six months in 2013 as well as an increase in our new clients obtained in 2014. We had one client which accounted for $2,078,804 of the total service revenues, or 82%, in 2013. For 2014, this same client accounted for $4,697,202 or 73% of the total service revenues.

Cost of services:Cost of services was $4.9 million and $1.9 million for the years ended December 31, 2014 and 2013, respectively, representing 75.7% and 73.5% of service revenues, respectively. The increase directly relates to payroll expenses, which were due to an increase in billable and supervisory personnel required to support the respective increase in revenues for 2014.

Management fees:Management fees were $1.1 million and $0.3 million for the years ended December 31, 2014 and 2013, respectively. The increase in management fees are primarily due to an increase in fees to Nexus attributable to staffing and related costs, which were $0.2 million for 2013 and $0.7 million for 2014. These costs were associated with the increased management personnel needed to support the growth in revenue in 2014. Management fees are paid to Nexus Management Services Inc. (“NMS”). The Company’s President and Chief Executive Officer has a 49% ownership interest in NMS. NMS has two additional owners, one of which is the sister-in-law of the Company’s President and Chief Executive Officer. Since the formation of Nexus, the two additional owners of NMS have been involved in building the Nexus business, while remaining on the payroll of NMS. Nexus has historically, and continues to reimburse NMS for the cost plus a fair market value mark-up for the services provided by NMS. As Nexus adds new administrative and client support employees, they are hired and paid by NMS, and NMS is subsequently reimbursed by Nexus. By doing so, the NMS employees, which provide services to Nexus are able to retain the medical benefits provided by NMS. The arrangement with NMS constitutes an employee leasing arrangement, with Nexus recording its payments to NMS as management fees. The Company has reviewed the relationship between Nexus and NMS, and has determined that the relationship does not meet the criteria regarding variable interest entities (“VIE”) as defined in ASC 810 Consolidation. As such, the Company has not accounted for NMS as a VIE, and has not included the accounts of NMS in the consolidated financial statements as of and for the years ended December 31, 2014 and 2013.

Legal settlement cost:Legal settlement cost was $0 and $0.3 million for the years ended December 31, 2014 and 2013, respectively. In 2013, our wholly-owned subsidiary,Nexus, entered into a settlement agreement and release with third parties related to a previously filed civil action. The assets of the third parties were later purchased by a single third party. Nexus agreed to pay this third party a payment totaling $0.3 million. There was no similar expense incurred during the year ended December 31, 2014.

General and Administrative Expenses:General and administrative expenses were $0.8 million and $0.3 million for the years ended December 31, 2014 and 2013, respectively. The increase in general and administrative expenses was due to our overall growth, including an increase in insurance expenses (increase of $0.2 million) and professional fees (increase of $0.1 million).

Financial Condition, Liquidity and Capital Resources

Our working capital deficiency was as follows:

	As of			As of
	December 31, 2014			December 31, 2013
Current Assets	$	600,815		$	380,098
Current Liabilities		(1,174,816	)		(465,644	)
Net Working Capital Deficiency	$	(574,001	)	$	(85,546	)

The following summarizes our cash flow activity:

	Year Ended			Year Ended
	December 31, 2014			December 31, 2013
Net cash provided by Operating Activities	$	83,623		$	152,297
Net cash used in Investing Activities		(7,964	)		(13,405	)
Net cash (used in) provided by Financing Activities		(5,835	)		43,307
Increase in cash during the twelve month period		69,824			182,199
Cash, Beginning of Period		201,452			19,253
Cash, End of Period		271,276			201,452

Our principal uses of cash have been primarily to fund operations and expand our staff to meet the increase in revenues. For the years ended December 31, 2014 and 2013, our principal sources of liquidity have been obtained from cash provided by operating and financing activities. In September 2014, we obtained a revolving line of credit with a financial institution, which allows us to borrow up to a principal amount of $125,000 at any one time and at an interest rate of 1.25% above the prime rate. During 2015, we raised $1.46 million in equity through sales of our Common Stock to strengthen our cash position.

As further presented in our consolidated financial statements and related notes, during the year ended December 31, 2014, we incurred a net loss of $365,425. We also had stockholders’ and working capital deficit of $739,135 and $574,001, respectively for the year ended December 31, 2014. The increase in working capital deficit was primarily a result of a $683,172 increase in accrued expenses attributable mainly to an increase in accrued payroll taxes, offset somewhat by a $90,323 increase in accounts receivable and $69,824 increase in cash. We believe that cash on hand as of December 31, 2014 of $271,276 together with our credit facility and anticipated continued growth in revenue is sufficient to fund our operations, service our debt and fund planned capital expenditures for at least the next twelve months from the filing date of this Offering Circular. However, we may need additional funds to achieve our business objectives. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. On August 24, 2015, we initiated a private placement offering for up to $2,000,000 in shares of its Common Stock, for a price per share equal to $0.90 for each purchaser investing less than $300,000, and a price per share equal to $0.80 for each purchaser investing $300,000 or more. As of December 22, 2015, we had completed closings totaling $1,110,000 in cash proceeds and issued 1,372,223 shares of our Common Stock. Our President, Chief Executive Officer and founder has returned such amount of shares she held of record and such shares have been cancelled.

Cash flow from operations: Net cash provided by operating activities was $83,623 for the year ended December 31, 2014, compared to $152,297 for the year ended December 31, 2013, a decrease of $68,674. The decrease in net cash provided by operating activities was primarily driven by our increase in net loss of $56,742 and a decrease in net cash provided from changes in current liabilities less changes in current assets from 2013 to 2014 of $21,686.

Cash flow used in investing activities: Our investing activities used cash of $7,964 during the year ended December 31, 2014, as a result of our purchase of equipment. For the year ended December 31, 2013, our investing activities used cash of $13,405, as a result of our purchase of equipment.

Cash flow from financing activities: During the year ended December 31, 2014, our financing activities used cash of $5,835, as a result of borrowing under our line of credit agreement of $1,356,830 and proceeds from a short-term loans of $155,000, offset by payments on our line of credit of $1,231,830 and repayments on our short-term loan of $99,000 and payments net of advances to a related party of $31,835. Our financing activities provided cash of $43,307 during the year ended December 31, 2013, primarily as a result of proceeds from short-term loan of $226,327, offset by payments on short-term loan of $183,020.

Loans

During the year ended December 31, 2013, a related party loaned us a total of $150,000 for working capital purposes. The loans were unsecured, due on demand, and non-interest bearing. A total of $51,000 was repaid during the year ended December 31, 2013. During the year ended December 31, 2014, we received additional amounts totaling $80,000 and repaid the balance in full, which amounted to a total of $179,000 of payments. As of December 31, 2014 and 2013, the short-term loan payable balance was $0 and $99,000, respectively.

On September 11, 2014, we entered into a revolving line of credit note with a financial institution, which allowed us to borrow up to a principal amount of $95,000 at any one time. On November 18, 2014, a new revolving line of credit note was entered into increasing, our allowable borrowings up to a principal amount of $125,000 at any one time. The note is due on demand, at an interest rate of 1.25% above the prime rate. During the year ended December 31, 2014, we received principal amounts totaling $1,356,830 and made payments totaling $1,231,830. As of December 31, 2014, the revolving line of credit principal and accrued interest balances were $125,000. Both the original and the new note are guaranteed personally by Company’s President, Chief Executive Officer and sole director as well as an individual who is a consultant, noteholder and related party.

Off Balance Sheet Arrangements

As of December 31, 2014 and 2013, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the Commission’s Regulation S-K.

Commitments

Our executive offices are located at 75 South Broadway, White Plains, New York. We entered into a 12-month office service agreement for the office space, commencing in December 2014, at a monthly payment of $1,040. During 2013 and 2014, we leased offices in Lynn, Massachusetts, and Fall River, Massachusetts. During June 2013, the lease agreement on Fall River office expired. During 2015, executed several other lease agreements on our current offices at North Andover, Massachusetts, and White Plains, New York.

During 2013 and 2014, Nexus also entered into several non-cancellable equipment lease agreements.

Total rent expense during the years ended December 31, 2014 and 2013 was $38,207 and $22,462, respectively.

The following table summarizes future minimum lease obligations with regards to leased offices and leased equipment.

	Office leases		Equipment leases		Total
2015	$	44,030	$	2,154	$	46,184
2016		37,207		2,154		39,361
2017		38,130		2,154		40,284
2018		4,155		1,992		6,147
2019		—		763		763
Thereafter		—		—		—
Total	$	123,522	$	9,217	$	132,739

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Biographical information regarding the officers and sole director of the Company is provided below:

NAME	AGE	POSITION
Ann Anderson	31	President, Chief Executive Officer and Director
Leif Christoffersen	46	Chief Operating Officer

Ann Anderson, RN, BSN, founded Nexus in July 2012 and has been serving in her roles at the Company since April 21, 2015. Prior to her full-time role with the Company, from September 2012 until November 2013, Ms. Anderson was a nurse with the Visiting Nurse Service of New York Hospice. From October 2011 until March 2012, Ms. Anderson was a nurse at Saint John’s Riverside Hospital where she coordinated nursing care in Telemetry. Additionally, from March 2010 until June 2012, Ms. Anderson was a per diem nurse for various ambulatory surgery centers and medical offices. From September 2006 until May 2009, Ms. Anderson was a nurse with the post-anesthesia care unit at the Hospital for Special Surgery in New York. Ms. Anderson received a Bachelor of Science in Nursing from The College of New Rochelle.We believe Ms. Anderson is qualified to serve on our board of directors because of her extensive knowledge of the Company’s history and current operations, which she gained from working for our Company as described above, in addition to her experience as described above.

Leif Christoffersen was appointed as the Company’s Chief Operating Officer effective as of October 12, 2015. From May 2013 until his appointment, Mr. Christoffersen was a director of business development at Yulex Corporation, a specialty natural rubber business focused on medical and consumer markets, where he coordinated commercial sales of natural rubber products and developed strategic partnerships in the U.S. and abroad. Prior to his role as director of business development, Mr. Christoffersen was the director of agriculture and director of biomass integration at Yulex Corporation from June 2012 to April 2013 and June 2011 to May 2012, respectively. Prior to his employment by Yulex, Mr. Christoffersen co-founded Teotl Energy Partners, a cleantech business development consulting firm, in 2006, where he served as a partner. Mr. Christoffersen received a Master of Business Administration from the University of California and a Bachelor of Arts in Economics from Hobart College.

Director or Officer Involvement in Certain Legal Proceedings

Our officers and our sole director have not, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Commission and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Company’s officers and sole director review the Company’s internal accounting controls, practices and policies with the assistance of outside advisors.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter.

Independent Directors

The Company is not an issuer whose securities are listed on a national securities exchange, or an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she also is an executive officer or employee of the company. Under such definition, our founder, President, Chief Executive Officer and sole director, Ann Anderson, would not be considered independent as she serves as an executive officer of the Company.

EXECUTIVE COMPENSATION

Summary Compensation Table

Name and principal position	Year (1)		Salary ($)	Bonus ($)		Stock Awards ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Ann Anderson	2014	-		-	-		-		-	-	-	$	-
President, CEO, Director	2013	-		-	-		-		-	-	-	$	-

(1) The Company was incorporated under the laws of the State of Delaware on February 13, 2015.

Compensation of Directors

Our sole director is entitled to reimbursement of ordinary and reasonable expenses incurred in exercising her responsibilities and duties as a director. As of December 31, 2014, no director fees were incurred.

Employment Agreements

Ann Anderson Employment Agreement

On December 1, 2015, the Company and Ann Anderson entered into that certain employment agreement (the “Anderson Agreement”), pursuant to which the Company formalized Ms. Anderson’s service as Chief Executive Officer and President. Pursuant to the Anderson Agreement, the term of her employment is for three years with an annual salary equal to one hundred and seventy-five thousand dollars ($175,000). Additionally, Ms. Anderson will be eligible for an annual cash bonus commencing with the 2015 calendar year, which bonus terms, eligibility and entitlement are to be determined by the Board of Directors, or a committee thereof, in its sole discretion. Ms. Anderson will not be eligible for any portion of a bonus that might otherwise have been awarded for any calendar year during which his employment terminates for any reason. Furthermore, Ms. Anderson is eligible for equity-based incentive awards, which may be awarded by the Board of Directors, or a committee thereof. The Anderson Agreement includes customary terms with respect to confidential information and non-competition/non-solicitation covenants.

In the event Ms. Anderson’s employment is terminated by her or the Company prior to the end of the term for any reason, then Ms. Anderson will be entitled to the continuation of benefits as and to the extent required by law under the Consolidated Budget Reconciliation Act, or applicable state equivalent laws, or the Employee Retirement Income Security Act of 1974, as amended, and payments for salary for the remaining term and expense reimbursement that had accrued but had not been paid prior to the date of termination and payments for any accrued but unused vacation time. Ms. Anderson may, in her sole discretion, defer the payment of her cash salary.

Leif Christoffersen Employment Agreement

On October 12, 2015, the Company and Leif Christoffersen entered into that certain employment agreement (the “Christoffersen Agreement”), pursuant to which the Company agreed to hire Mr. Christoffersen to serve as the Company’s Chief Operating Officer. Pursuant to the Christoffersen Agreement, the term of his employment was for one year with an annual salary equal to one hundred and fifty thousand dollars ($150,000). Additionally, Mr. Christoffersen will be eligible for an annual cash bonus commencing with the 2015 calendar year, which bonus terms, eligibility and entitlement are to be determined by the Board of Directors, or a committee thereof, in its sole discretion. Mr. Christoffersen will not be eligible for any portion of a bonus that might otherwise have been awarded for any calendar year during which his employment terminates for any reason. Furthermore, Mr. Christoffersen is eligible for equity-based incentive awards, which may be awarded by the Board of Directors, or a committee thereof. The Christoffersen Agreement includes customary terms with respect to confidential information and non-competition/non-solicitation covenants.

In the event Mr. Christoffersen’s employment is terminated prior to the end of the term, then the following payments will be made in accordance with the type of termination.

Termination for Death or Disability; Termination for Cause

In the event of termination for death or disability, or termination for “Cause,” no further payments will be made, except for continuation of benefits as and to the extent required by law under the Consolidated Budget Reconciliation Act, or applicable state equivalent laws, or the Employee Retirement Income Security Act of 1974, as amended, and payments for salary and expense reimbursement that had accrued but had not been paid prior to the date of termination and payments for any accrued but unused vacation time. “Cause” means that, in the good faith and reasonable determination of the Board of Directors, Mr. Christoffersen has (i) breached any fiduciary duty or legal or contractual obligation to the Company, where written notice is given to him and he does not cure the breach within fourteen (14) days, (ii) engaged in gross negligence, willful misconduct, fraud, embezzlement, acts of dishonest, or a conflict of interest relating to the affairs of the Company, (iii) been convicted of or pleaded nolo contendere to: (A) any misdemeanor relating to the affairs of the Company (with the exception of minor misdemeanors not involving moral turpitude) or (B) any felony or indictable offense, (iv) engaged in a violation of any federal or state laws (with the exception of minor misdemeanors not involving moral turpitude), or federal or state securities laws, or (v) he has materially failed to meet minimum performance expectations of the Chief Executive Officer after reasonable notice of the material performance deficiency and a reasonably opportunity to remedy such deficiency.

Termination Without Cause or For Good Reason; Change of Control

In the event of Termination Without Cause, For Good Reason, or in the event of a Change of Control (as defined below), payments will be made equal to the balance of salary payments for the remaining period of the term under the Christoffersen Agreement and expense reimbursement that had accrued but had not been paid prior to the date of termination and payments for any accrued but unused vacation time. Termination “For Good Reason” means (i) a material breach of any material provision of this Agreement, which breach is not cured by the Company within thirty (30) days after receipt of written notice from Mr. Christoffersen, (ii) assignment of duties or responsibilities to Mr. Christoffersen which are inconsistent in a material and adverse respect with his position, or (ii) the relocation of Mr. Christoffersen, without his prior consent, by the Company to a work location more than one hundred (100) miles from the location of the Company’s headquarters; provided that, in the case of each of the aforementioned events, the Company shall have been given written notice by Mr. Christoffersen describing in reasonable detail the occurrence of the event or circumstance for which he believes he may resign for Good Reason within fifteen (15) days of the first occurrence thereof and the Company shall not have cured such event within thirty (30) days after the receipt of such notice. A “Change of Control” means the sale or disposition by the Company to an unrelated thirty party of substantially all of its business or assets, or the sale of the capital stock of the Company in connection with the sale or transfer of a controlling interest in the Company to an unrelated thirty party, or the merger or consolidation of the Company with another corporation as part of a sale or transfer of a controlling interest in the Company to an unrelated thirty party. For the purposes hereof, “controlling interest” means the sale or transfer of the Company’s securities representing more than 50% of the voting power.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding unexercised options, unvested stock, and/or equity incentive plan awards issued to our sole executive officers as of December 31, 2014.

GreenKissNY Inc. 2015 Equity Incentive Plan

On December 7, 2015, the Board and stockholders approved the GreenKissNY Inc. 2015 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to provide a means through which the Company and its affiliates may attract and retain key personnel, thereby strengthening their commitment to the welfare of the Company and its affiliates and aligning their interests with those of the Company’s stockholders. The Plan will be administered by a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board. The Plan permits us for a ten year period to grant awards representing up to 5,000,000 shares of Common Stock, which will automatically increase annually on the first day of each calendar year, beginning on January 1, 2016 and for each year thereafter through January 1, 2025, by an amount equal to the lesser of (i) 10% of the aggregate number of shares of Common Stock issued by the Company in the prior calendar year or (ii) an amount determined by the Board of Directors. Such awards include stock options (both qualified or “incentive” options and non-qualified options), restricted stock awards, stock bonus awards and performance compensation awards, collectively referred to in this discussion as “awards”. The Plan administrator has the authority and discretion, subject to the provisions of the Plan, to select persons to whom awards will be granted; to determine the type of award each participant is to receive; to designate the number of shares to be covered by each award; to establish all terms and condition of each award; interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete any omission in the Plan and any instrument or agreement relating to, or award granted under, the Plan; to establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Plan administrator shall deem appropriate for the proper administration of the Plan; to accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards; and to make any other determination and take any other action that the Plan administrator deems necessary or desirable for the administration of the Plan. As of the date hereof, we have reserved 5,000,000 shares of our Common Stock for issuance to directors, employees and consultants under the Plan, which amount will increase in accordance with the Plan.

The exercise price for stock options must be no less than the fair market value on the date of the grant, provided that in the case of incentive stock options granted to an employee who, at the time of the grant of such option, owns shares representing more than 10% of the voting power of all classes of shares of the Company or any affiliate, the exercise price per share shall not be less than 110% of the fair market value per share on the date of the grant. Options shall vest and become exercisable in such manner and on such date or dates determined by the Plan administrator, and shall expire after such period, not to exceed ten (10) years from the date of the grant, as may be determined by the Plan administrator;provided,however, that the option period shall not exceed five (5) years from the date of the grant in the case of an incentive stock option granted to a participant who on the date of the grant owns shares representing more than 10% of the voting power of all classes of shares of the Company or any affiliate.

The right to exercise an option (to the extent vested) in the event of a participant’s death or disability will expire on the earlier of one year after the date of the participant’s termination or the expiration date under the terms of the option agreement. The right to exercise an option (to the extent that it is vested) in the event of the participant’s involuntary termination or termination without cause will expire on the earlier of 90 days after the date of the date of termination or upon the expiration date under the terms of the option agreement. The right to exercise an option in the event of a termination of the participant for cause (or if the termination is voluntary after an event which would be grounds for termination) will expire as of the date of the participant’s termination. Unless otherwise provided in the option agreement, payment of the exercise price for an option shall be made in cash or a cash equivalent acceptable to the Plan administrator. With the consent of the Plan administrator, payment of all or part of the exercise price of an option may also be made (i) by surrendering shares of our Common Stock that have been held for at least six months prior to the date of exercise, (ii) if the Common Stock is traded on an established securities market, the Plan administrator may approve payment of the exercise price by a broker-dealer or by the option holder with cash advanced by the broker-dealer if the exercise notice is accompanied by the option holder’s written irrevocable instructions to deliver the Common Stock acquired upon exercise of the option to the broker-dealer, or (iii) any other method acceptable to the Plan administrator.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 22, 2015, regarding the beneficial ownership of our Common Stock by the following persons:

●

each person who, to our knowledge, owns more than 5% of our Common Stock;

●

each of our named executive officers;

●

each director; and

●

all of our executive officers and directors as a group.

Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o GreenKissNY Inc., 75 South Broadway, White Plains, NY 10601. Shares of Common Stock subject to options, warrants, or other rights currently exercisable or exercisable within 60 days of December 22, 2015, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the stockholder holding the options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other stockholder.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percent of Class (1)
Executive Officers and Directors
Ann Anderson	45,477,982	91.0%
Owners of More than 5% of Our Common Stock
Ann Anderson	45,477,982	91.0%

(1)

Based on 50,000,000 shares issued and outstanding as of December 22, 2015.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the period from January 1, 2012, through the date of this Offering Circular (the “Reporting Period”), described below are certain transactions or series of transactions between us and certain related persons.

During 2012, the Company’s President and Chief Executive Officer loaned the Company a total of $53,600 for working capital purposes. The loans were unsecured, due on demand, and non-interest bearing. During the year ended December 31, 2013, the Company received additional amounts totaling $76,327 and repaid a total of $132,020. During the year ended December 31, 2014, the Company received additional amounts totaling $75,000 and repaid a total of $106,835. As of December 31, 2014 and 2013, the Company had receivables due from the Company’s President and Chief Executive Officer, amounting to $33,928 and $2,093, respectively, which were recorded as a short-term loan receivable from related party in the accompanying consolidated balance sheets. During the nine months ended September 30, 2015, the Company’s President and Chief Executive Officer loaned the Company a total of $332,023 and was repaid $41,233, resulting in a balance owed of $256,862 as of September 30, 2015. On December 19, 2015, the Company repaid $233,442 of the balance due.

Nexus Management Services Inc. (“NMS”) was formed on January 11, 2012. It was originally formed to provide medical practice management and staffing services. The Company’s President and Chief Executive Officer has a 49% ownership interest in NMS. NMS has two additional owners, one of which is the sister-in-law of the Company’s President and Chief Executive Officer. Since the formation of the Company’s wholly-owned subsidiary, Nexus, the two additional owners of NMS have been involved in building the Nexus business, while remaining on the payroll of NMS. Nexus has historically, and continues to reimburse NMS for the cost plus a fair market value mark-up for the services provided by the two additional owners. As Nexus adds new employees, they are hired and paid by NMS, and NMS is subsequently reimbursed by Nexus. By doing so, the NMS employees, which provide services to Nexus are able to retain the medical benefits provided by NMS. The arrangement with NMS constitutes an employee leasing arrangement, with Nexus recording its payments to NMS as management fees. During the year ended December 31, 2014 and 2013, Nexus recorded management fees totaling $1,127,257 and $338,648, respectively, in the accompanying consolidated statements of operations. The Company’s arrangement with NMS will terminate at the end of 2015, upon which a newly formed wholly owned subsidiary of the Company is expected to provide the same management services previously provided by NMS.

On April 22, 2015, the Company issued a convertible promissory note to a related party and consultant in the amount of $500,000. As of November 24, 2015, the outstanding principal and accrued interest of $11,836 were converted at the option of holder at a price of $0.80 per share resulting in the Company issuing 639,795 shares of its Common Stock. The note was issued in conjunction with a settlement by the Company of any claims the party may have asserted against the Company. This same related party received $26,923 in consulting fees from the Company for the nine months ended September 30, 2015 and $36,539 in consulting fees during the year ended December 31, 2014.

On June 1, 2015 Ms. Anderson consummated an agreement in which she contributed to the Company 100% of the equity interests of Nexus Staffing Specialists, Inc., a New York corporation, Green Kiss Laboratories Inc., a Washington corporation, and Green Kiss USA, Inc., a New York corporation, all in exchange for 47,490,000 shares of Common Stock. Ms. Anderson held a 100% equity interest of each of the previously mentioned entities that were acquired by the Company. As noted above, Ms. Anderson has since returned 2,012,018 shares of Common Stock to the Company for cancellation and now owns 45,477,982 shares of Common Stock.

Indemnification Agreements

We intend to enter into indemnification agreements with or have contractual obligations to provide indemnification to each of our directors and intend to enter into such agreements with certain of our executive officers. These agreements require us, among other things, to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our Board of Directors to the maximum extent allowed under Delaware law.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our sole director will continue to approve any related party transaction.

DESCRIPTION OF SECURITIES

We have authorized capital stock consisting of 100,000,000 shares of Common Stock, and 10,000,000 shares of "blank check" preferred stock, $0.00001 par value per share ("Preferred Stock"). As of the date of this filing, we have 50,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding.

Common Stock

The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

Stockholders Agreement

On April 21, 2015, our Chief Executive Officer, President and founder (the “Founding Stockholder”, as well as an unrelated stockholder entered into a stockholders agreement (the “Stockholders Agreement”), which outlined certain rights related to their ownership of Common Stock. The stockholders that are parties to the Stockholders Agreement consist of the Founding Stockholder and other stockholders that purchased shares of Common Stock directly from the Company for cash (the “Other Stockholders”).

The Stockholders Agreement, among other things, provides that for so long as the Stockholders Agreement is in effect, (a) each party will vote and take all other necessary and desirable action within such party’s control to (i) cause the authorized number of directors comprising the Company’s board of directors to be established at nine, and (ii) elect or remove a nominee or member, as applicable to the board of directors and (b) comply with the drag-along rights and right of first refusal set forth therein. The Stockholders Agreement will terminate upon the occurrence of any of the following events:

·	the written agreement of all of the then-current stockholders subject to the Stockholders Agreement;
·	the written notice from the Founding Stockholder to the Other Stockholders;
·	the dissolution of the Company;
·	the appointment of a receiver to take possession of all or substantially all of the assets of the Company, a general assignment of the Company for the benefit of creditors, or any action voluntarily taken by the Company under any insolvency or bankruptcy act, which continues for a period of 90 days; or
·	(1) the date on which the Company is subject to the reporting requirements of (i) Section 13 or 15(d) of the Exchange Act, or (ii) Regulation A under the Securities Act of 1933, as amended, or (2) the Company has shares of Common Stock that are publicly traded on a national securities exchange or quoted on the over the counter market.

Since the Company expects to become subject to the reporting requirements of the Exchange Act upon completion of this Offering, it is anticipated that the Stockholders Agreement will terminate upon completion of this Offering. Notwithstanding the foregoing, upon qualification of this offering statement, the Stockholders Agreement will be terminated.

Preferred Stock

Our board of directors is authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of Preferred Stock in one or more series. Each series of Preferred Stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

It is not possible to state the actual effect of the issuance of any shares of Preferred Stock upon the rights of holders of our Common Stock until the board of directors determines the specific rights of the holders of our Preferred Stock. However, the effects might include, among other things:

·	Impairing dividend rights of our Common Stock;
·	Diluting the voting power of our Common Stock;
·	Impairing the liquidation rights of our Common Stock; and
·	Delaying or preventing a change of control without further action by our stockholders.

Options and Warrants

None.

Convertible Notes

None.

Dividend Policy

We have not paid any cash dividends to stockholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Transfer Agent

We intend to engage a transfer agent prior to any closing connected to this Offering.

Shares Eligible for Future Sale

Prior to this Offering, there has been no public market for our Common Stock, and we cannot predict the effect, if any, that market sales of shares of our Common Stock or the availability of shares of our Common Stock for sale will have on the market price of our Common Stock prevailing from time to time. Nevertheless, sales of substantial amounts of our Common Stock, including shares issued upon exercise of stock options (if granted subsequent to the date hereof), or the perception that these sales could occur in the public market after this Offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Based on the number of shares of Common Stock outstanding as of December 22, 2015, upon the final closing of this Offering, assuming the sale of all shares offered hereby, 53,000,000 shares of Common Stock will be outstanding.

All of the shares sold in this Offering will be freely tradable unless purchased by our affiliates. The remaining 50,000,000 shares of Common Stock outstanding after this Offering will be restricted as a result of securities laws as described below. All shares will be eligible for resale in compliance with Rule 144 or Rule 701.

Rule 144

In general, under Rule 144 as currently in effect, any person who is or has been an affiliate of ours during the 90 days immediately preceding the sale and who has beneficially owned shares for at least six months is entitled to sell, within any three-month period commencing 90 days after the date of this Offering Circular, a number of shares that does not exceed the greater of:

1% of the then-outstanding shares of Common Stock, which will equal approximately 500,000 shares immediately after this Offering; and

the average weekly trading volume during the four calendar weeks preceding the sale, subject to the filing of a Form 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

A person who is not deemed to have been an affiliate of ours at any time during the 90 days immediately preceding the sale and who has beneficially owned his or her shares for at least six months is entitled to sell his or her shares under Rule 144 without regard to the limitations described above, subject only to the availability of current public information about us during the six months after the initial six-month holding period is met. After a non-affiliate has beneficially owned his or her shares for one year or more, he or she may freely sell his or her shares under Rule 144 without complying with any Rule 144 requirements.

We are unable to estimate the number of shares that will be sold under Rule 144, since this will depend on the market price for our Common Stock, the personal circumstances of the sellers and other factors. Prior to the Offering, there has been no public market for the Common Stock, and there can be no assurance that a significant public market for the Common Stock will develop or be sustained after the Offering. Any future sale of substantial amounts of the Common Stock in the open market may adversely affect the market price of the Common Stock offered by this Offering Circular.

Rule 701

In general, under Rule 701 under the Securities Act, any of our employees, directors, consultants or advisors who purchased shares from us in connection with a qualified compensatory stock or option plan or other written agreement and in compliance with Rule 701, is eligible to resell those shares 90 days after the effective date of this Offering in reliance on Rule 144, but without compliance with the various restrictions, including the holding period, contained in Rule 144.

Indemnification of Directors and Officers

Section 145 of the DGCL authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, (including reimbursement for expenses incurred) arising under the Securities Act. Article VII of the Certificate of Incorporation of the Company provides for indemnification of officers, directors and other employees of the Company to the fullest extent permitted by the DGCL. Article VII of the Certificate of Incorporation provides that directors shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of a director’s duty of loyalty to our company or our stockholders, (ii) acts and omissions that are not in good faith or that involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived any improper benefit.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The DGCL and our Certificate of Incorporation allow us to indemnify our officers and directors from certain liabilities and our Bylaws state that we shall indemnify every (i) present or former director, advisory director or officer of us and (ii) any person who while serving in any of the capacities referred to in clause (i) served at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise (each an “Indemnitee”).

Our Bylaws provide that the Company shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officerin connection with such proceeding provided, however, that if the DGCL requires, an advancement of expenses incurred by a director or officerin his or her capacity as a director or officer(and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under the Bylaws.

Notwithstanding the above, no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director of the Company) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Company.

Neither our Bylaws, nor our Certificate of Incorporation include any specific indemnification provisions for our officer or directors against liability under the Securities Act. Additionally, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered by this Offering Circular will be passed upon for us by Duane Morris, LLP, New York, New York.

EXPERTS

The financial statements as of December 31, 2014 and 2013 and for each of the two years in the period ended December 31, 2014, included in this Offering Circular have been so included in reliance on the report by Friedman LLP, an independent registered public accounting firm, given on the authority of such firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the Commission under the Securities Act with respect to the Common Stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our Common Stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the Commission, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the Commission. Please call the Commission at 1-800-SEC-0330 for further information about the public reference room. The Commission also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the site iswww.sec.gov.

Upon completion of this Offering, we will become subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance therewith, will file periodic reports, proxy statements and other information with the Commission. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and on the Commission’s website referred to above.

We also maintain a website at www.greenkissny.com. Upon completion of this Offering, you may access these materials at our website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the Commission. Information contained on our website is not a part of this Offering Circular and the inclusion of our website address in this Offering Circular is an inactive textual reference only.

GREENKISSNY INC.

FINANCIAL STATEMENTS

Our condensed consolidated financial statements included in this Form 1-A are as follows:

Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014 (unaudited)	F-2

Condensed Consolidated Statements of Operations for the nine months ended September 30, 2015 and 2014 (unaudited)	F-3

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the nine months ended September 30, 2015 (unaudited)	F-4

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)	F-5

Notes to Condensed Consolidated Financial Statements	F-6

These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the Commission’s instructions to Form 1-A. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2015 are not necessarily indicative of the results that can be expected for the full year.

F-1

GREENKISSNY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of			As of
	September 30,			December 31,
	2015			2014
ASSETS

Current Assets
Cash	$	871,154		$	271,276
Accounts receivable, net of allowance for doubtful accounts of $0		477,870			247,791
Prepaid expenses and other current assets		17,369			47,820
Short-term loan receivable from principal stockholder		—			33,928
Total current assets		1,366,393			600,815

Equipment, net of accumulated depreciation of $19,085 and $4,295, respectively		26,572			8,477
Trademark, net of accumulated amortization of $0 and $0, respectively		2,250
TOTAL ASSETS	$	1,395,215		$	609,292

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accrued expenses and accrued settlement	$	993,672		$	1,049,816
Short-term loan payable from principal stockholder		256,862			—
Revolving line of credit		123,000			125,000
Total current liabilities		1,373,534			1,174,816

Non-current Liabilities
Convertible note payable		500,000
Accrued settlement		111,111			173,611

Total Liabilities		1,984,645			1,348,427

Commitments

Stockholders’ Deficit:
Preferred stock, $0.00001 par value (shares authorized--10,000,000); no shares issued and outstanding at September 30, 2015 and at December, 31, 2014		—			—
Common stock, $0.00001 par value (shares authorized--100,000,000); 50,736,112 and 47,490,000 shares issued and outstanding at September 30, 2015 and at December 31, 2014		507			475
Additional paid-in capital		951,893			525
Accumulated deficit		(1,541,830	)		(740,135	)
Total Stockholders’ Deficit		(589,430	)		(739,135	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,395,215		$	609,292

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

F-2

GREENKISSNY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2015			2014

Service Revenue, net	$	7,590,891		$	3,712,359

Cost of Services		6,249,121			2,862,273

Gross Profit		1,341,770			850,086

Operating Expenses
Management fees		1,069,270			780,958
Other general and administrative expenses		564,545			487,051
Total Operating Expenses		1,633,815			1,268,009

Loss from Operations		(292,045	)		(417,923	)

Other Expense
Legal settlement		(500,000	)		—
Other expense		(9,650	)		(2,087	)
Total Other Expense		(509,650	)		(2,087	)

Net Loss	$	(801,695	)	$	(420,010	)


Basic and diluted loss per share	$	(0.02	)	$	(0.01	)

Weighted average number of
shares outstanding-
basic and diluted		50,736,112			47,490,000

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

F-3

GREENKISSNY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Preferred Stock			Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total
		Shares	Amount		Shares		Amount
Balance at December 31, 2013		—	—		47,490,000	$	475	$	525	$	(374,710	)	$	(373,710	)
Net loss for the period		—	—		—		—		—		(420,010	)		(420,010	)
Balance at September 30, 2014		—	—		47,490,000		475		525		(794,720	)		(793,720	)
Net loss for the period		—	—		—		—		—		54,585			54,585
Balance at December 31, 2014		—	—		47,490,000		475		525		(740,135	)		(739,135	)
Net loss for the period		—	—		—		—		—		(801,695	)		(801,695	)
Shares issued in private placement		—	—		3,236,112		32		949,968		—			950,000
Shares issued for services					10,000		—		1,400					1,400
Balance at September 30, 2015		—	—		50,736,112	$	507	$	951,893	$	(1,541,830	)	$	(589,430	)

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

F-4

GREENKISSNY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2015			2014
Cash Flows from Operating Activities
Net loss for the period	$	(801,695	)	$	(420,010	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization expense		6,193			2,726
Issuance of note for legal settlement		500,000
Issuance of stock for legal fees		1,400
Changes in operating assets and liabilities:
Accounts receivable		(230,079	)		(180,994	)
Prepaid expenses and other current assets		30,451			11,384
Accrued expenses and accrued settlement		(56,144	)		681,490
Related party receivable		33,928			2,093
Net cash (used in) provided by operating activities		(515,946	)		96,689

Cash Flows from Investing Activities
Purchase of equipment and trademark		(26,538	)		(3,126	)
Net cash used in investing activities		(26,538	)		(3,126	)

Cash Flows from Financing Activities
Payments from short-term loan from related party		—			(99,000	)
Proceeds from short-term loan from principal stockholder		256,862			34,407
Payments from revolving line of credit		(2,000	)		—
Payments on accrued settlement, non-current portion		(62,500	)		(105,556	)
Proceeds from sales of common stock		950,000			—
Net cash provided by (used in) financing activities		1,142,362			(170,149	)

Increase (decrease) in Cash		599,878			(76,586	)
Cash --Beginning of Period		271,276			201,452
Cash --End of Period	$	871,154		$	124,866





Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	3,432		$	2,087

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

F-5

GREENKISSNY, INC.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

GreenKissNY, Inc. (the “Company”) is a holding company and was incorporated under the laws of the State of Delaware on February 13, 2015.

Nexus Staffing Specialists, Inc. (“Nexus”), a subchapter S corporation until June 1, 2015, at which time it became a wholly-owned subsidiary of the Company, was incorporated under the laws of the State of New York on April 11, 2012.

The Company has two additional wholly-owned subsidiaries,GreenKiss USA, Inc. (“GKUSA”) and GreenKiss Laboratories, Inc. (“GK Laboratories”), both of which are currently inactive.GreenKiss USA, Inc. wasincorporated under the laws of the State of New York on May 13, 2014 andGreenKiss Laboratories, Inc. wasincorporated under the laws of the State of Washington on May 20, 2014.

The Company filed an amended and restated certificate of incorporation with the State of Delaware on May 4, 2015, in which it increased the number of shares authorized for issuance from 100,000,000 shares, par value $0.0001 per share, to 110,000,000 shares, to be divided as 10,000,000 shares of Preferred Stock, par value $0.00001 per share, and 100,000,000 shares of Common Stock, par value $0.00001 per share.

The Company intends to focus its lifestyle brands primarily on health and wellness through its three separate business units, each a wholly owned subsidiary. Nexus focuses on temporary staffing targeting environmentally conscious companies, GKUSA intends to engage in the development of sustainably produced agricultural products, and GK Laboratories intends to focus on discovering, developing, manufacturing and commercializing novel medicines and nutraceuticals. Nexus has been operating since 2012. GKUSA and GK Laboratories are start-up enterprises, which are expected to commence operations after the Company raises additional financing.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2015 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2014.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. As of September 30, 2015 and December 31, 2014, all deferred tax assets continue to be fully reserved.

F-6

Nexus,the Company’s wholly-owned subsidiary, has elected, with the consent of its stockholders, to be taxed as a subchapter S of the Internal Revenue Code and New York Revenue Code. Under these provisions, Nexus does not pay Federal or New York corporate income taxes on its taxable income. Instead, Nexus’s stockholders are liable for individual Federal and various state and local income taxes on their share of Nexus’s taxable income. Nexus pays taxes in certain states and local jurisdictions where subchapter S is not recognized. This election was terminated on June 1, 2015.

Concentrations

As of September 30, 2015 Nexus had three customers that accounted for in excess of 10% of total accounts receivable totaling $210,741, $65,137 and $47,261, or 44%, 14%, and 10% respectively. As of December 31, 2014, Nexus had one customer which accounted for in excess of 10% of total accounts receivable, representing $41,779 or 17% of total accounts receivable. At September 30, 2014, Nexus had one customer that accounted for in excess of 10% of total service revenues, totaling $2,640,574 or 71% and at September 30, 2015, Nexus had two customers that accounted for in excess of 10% of total service revenues, totaling $3,899,400 and $887,121 or 51% and 12%, respectively.

Revenue Recognition

For the nine months ended September 30, 2015 and 2014, the Company derived its revenues from temporary and permanent staffing services provided by Nexus. Net service revenue, as presented in the accompanying consolidated statements of operations, represents services rendered to customers, less sales adjustments and allowances. The Company records revenue on a gross basis as a principal instead of on a net basis as an agent in the presentation of revenues and expenses.

Temporary staffing services revenues are recognized when the services are rendered by the Company’s temporary employees. Employees placed on temporary assignment by the Company are the Company’s legal employees while they are working on assignments. The Company pays all related costs of employment, including workers’ compensation insurance, state and federal unemployment taxes, social security, and certain fringe benefits. The Company assumes the risk of acceptability of its employees to its customers.

Permanent staffing services revenues are recognized when employment candidates accept offers of permanent employment. The Company has a history of estimating the effect of permanent placement candidates who do not remain with its clients through the 90-day guarantee period. Allowances are established to estimate these losses. As of and for the nine months ended September 30, 2015 and 2014, there was no allowance deemed necessary. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.

Advertising Costs

The Company expenses all advertising costs as incurred. The advertising costs were $59,592 and $40,932 for the nine months ended September 30, 2015 and 2014, respectively.

NOTE 3. EQUIPMENT

Major classes of equipment, together with their estimated useful lives, consisted of the following:

	Years		September 30, 2015			December 31, 2014
Computer equipment		5	$	10,066		$	3,427
Furniture and fixtures		3		18,071			14,942
Leasehold improvements				17,520			3,000
Total				45,657			21,369
Less: accumulated depreciation				(19,085	)		(12,892	)
Net equipment			$	26,572		$	8,477

F-7

Depreciation expense was $6,193 and $2,726 for the nine months ended September 30, 2015 and 2014, respectively.

NOTE 4. ACCRUED EXPENSES AND ACCRUED SETTLEMENT

Accrued expenses consisted of the following:

	September 30, 2015		December 31, 2014
Legal settlement cost	$	83,333	$	126,389
Accrued payroll		268,152		175,501
Accrued payroll taxes		391,893		564,973
Management fees		53,344		38,311
Legal fees		98,058		98,058
Insurance costs		67,850		43,107
Accrued interest		8,333		—
Other		22,709		3,477
Total accrued expenses and accrued settlement	$	993,672	$	1,049,816

During the first nine months of 2014, Nexus utilized in-house staff to handle federal and state payroll tax calculations and payments. During that period, periodic payments due for such taxes were not made. In total, Nexus did not pay an aggregate of $432,592 in state and federal payroll taxes for 2014 which had accrued $132,381 in interest and penalties as of December 31, 2014. As of September 30, 2015, Nexus owed balances of $391,893 on these taxes, inclusive of $136,384 in accrued interest and penalties, on these obligations. Nexus is negotiating with the Internal Revenue Service, which has filed tax liens against Nexus, to make a payment arrangement for the balance due, Since August 2014, Nexus has utilized an outside payroll service to ensure full compliance with all tax regulations and all payments are current.

NOTE 5. DEBT

During the year ended December 31, 2014, the Company received from a consultant and related party additional loan amounts totaling $80,000 in addition to the $99,000 balance from the prior year and repaid the balance in full, which amounted to a total of $179,000 of payments.

On September 11, 2014, the Company entered into a revolving line of credit note with a financial institution, which allowed the Company to borrow up to a principal amount of $95,000 at any one time. On November 18, 2014, the revolving line of credit note was increased, which allows the Company to borrow up to a principal amount of $125,000 at any one time, which is due on demand, at an interest rate of 1.25% above the prime rate (3.25%). During the nine months ended September 30, 2015, the Company received principal amounts totaling $551,006 and made payments totaling $553,006. As of September 30, 2015 and December 31, 2014, the revolving line of credit principal and accrued interest balances were $123,000 and $125,000, respectively, in the accompanying condensed consolidated balance sheets. Both revolving line of credit notes are secured by a first lien security interest in all of the Company’s assets as well as guaranteed personally by Company’s President and Chief Executive Officer as well as a consultant and related party.

On April 22, 2015, the Company issued a convertible promissory note to a related party and consultant in the amount of $500,000. The note accrues interest at the rate of 4% per annum and has a maturity date of April 22, 2017. The note is convertible at the option of the holder into shares of the Company’s Common Stock upon the closing of an offering of equity or equity-linked securities of the Company of at least $1,000,000. The shares amount shall be equal to the conversion amount divided by the price per share at which the shares of the Company’s Common Stock are sold in an offering of equity or equity-linked securities of the Company of at least $1,000,000. In the event the holder does not convert and the Company completes an offering of equity or equity-linked securities of the Company of at least $1,000,000, then, at the Company’s option, the ability to convert the Note is terminated. As of November 24, 2015, the outstanding principal of this note $500,000 and accrued interest of $11,836 were converted at the option of holder at a price of $0.80 per share resulting in the Company issuing 639,795 shares of its Common Stock. As described in Note 7, the corresponding amount of shares of Common Stock held of record by our President, Chief Executive Officer and founder have been returned and cancelled.

F-8

NOTE 6. LEASES

The Company’s executive offices are located at 75 South Broadway, White Plains, New York. The Company entered into a 12-month office service agreement for the office space, commencing in December 2014, at a monthly payment of $1,040. During 2014, Nexus leased its offices in Lynn, Massachusetts, and Fall River, Massachusetts. During 2015, Nexus further executed several other lease agreements on its current offices at North Andover, Massachusetts, and White Plains, New York.

During 2014, Nexus also entered into several non-cancellable equipment lease agreements.

Total rent expense during the nine months ended September 30, 2015 and 2014 was $34,677 and $29,026, respectively.

The following table summarizes future minimum lease obligations with regards to leased offices and leased equipment.

	Office leases		Equipment leases		Total
2015	$	10,227	$	539	$	10,766
2016		37,207		2,154		39,361
2017		38,130		2,154		40,284
2018		4,155		1,992		6,147
2019		—		763		763
Thereafter		—		—		—
Total	$	89,719	$	7,602	$	97,321

NOTE 7. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2014, the Company received amounts totaling $75,000 and repaid a total of $106,835 of short term loans. As of December 31, 2014, the Company had receivables due from the Company’s President and Chief Executive Officer amounting to $33,928, which was recorded as a short-term loan receivable from related party. During the nine months ended September 30, 2015, the Company received additional amounts totaling $332,023 and repaid a total of $41,233, resulting in a balance owed of $256,862 as of September 30, 2015. On December 19, 2015, the Company repaid $233,442 of the balance due.

The Company’s President and Chief Executive Officer and founder, in order to induce investors to invest in the Company, agreed to assure all initial and future investors in the Company’s Common Stock that their interests would be preserved based upon 50,000,000 shares outstanding, up to the initial filing of an offering statement for a potential initial public offering of the Company’s Common Stock. The mechanism to achieve this protection was a verbal commitment to such investors that the founder would return for cancellation an equivalent number of shares equal to the number of shares issued through any means up to but not including the shares issued prior to the initial filing of the offering statement for a public offering. As described in Note 10, Subsequent Events below, this has resulted in the return for cancellation a total of 639,795 shares, relating to the note conversion of convertible promissory note on November 24, 2015, 736,112 shares issued for cash consideration during September 2015 and 636,111 shares in December 2015, respectively, in conjunction with the sale of the Company’s Common Stock.

F-9

Nexus Management Services Inc. (“NMS”) was formed on January 11, 2012. It was originally formed to provide medical practice management and staffing services. The Company’s President and Chief Executive Officer has a 49% ownership interest in NMS. NMS has two additional owners, one of which is the sister-in-law of the Company’s President and Chief Executive Officer. Since the formation of the Company’s wholly-owned subsidiary, Nexus, the two additional owners of NMS have been involved in building the Nexus business, while remaining on the payroll of NMS. Nexus has historically, and continues to reimburse NMS for the cost plus a fair market value mark-up for the services provided by the two additional owners. As Nexus adds new employees, they are hired and paid by NMS, and NMS is subsequently reimbursed by Nexus. By doing so, the NMS employees, which provide services to Nexus are able to retain the medical benefits provided by NMS. The arrangement with NMS constitutes an employee leasing arrangement, with Nexus recording its payments to NMS as management fees. The Company has reviewed the relationship between Nexus and NMS, and has determined that the relationship does not meet the criteria regarding variable interest entities (“VIE”) as defined in ASC 810 Consolidation. As such, the Company has not accounted for NMS as a VIE, and has not included the accounts of NMS in the consolidated financial statements as of and for the nine months ended September 30, 2015 and 2014. During the nine months ended September 30, 2015 and 2014, Nexus recorded management fees totaling $1,069,270 and $780,958, respectively, in the accompanying consolidated statements of operations.

As discussed in Note 5, Debt, on April 22, 2015, the Company issued a convertible promissory note to a related party and consultant in the amount of $500,000. The note was issued in conjunction with a settlement by the Company of any claims the party may have asserted against the Company. As of November 24, 2015, the outstanding principal and accrued interest of $11,836 were converted at the option of holder at a price of $0.80 per share resulting in the Company issuing 639,795 shares of its Common Stock. This same related party received $26,923 and $11,538 in consulting fees from the Company for the nine months ended September 30, 2015 and 2014, respectively.

NOTE 8. STOCKHOLDERS’ EQUITY

Common Stock

There are 100,000,000 shares of authorized Common Stock; $0.00001 par value per share. In accordance with the Principles of Consolidation described herein, there were 50,736,112 and 47,490,000 shares of Common Stock issued and outstanding as of September 30, 2015 and December 31, 2014.

On April 21, 2015, the Company entered into a securities purchase agreement with an unrelated third party, in which the Company agreed to issue 2,500,000 shares of its Common Stock for an aggregate purchase price of $350,000.

On April 21, 2015, the Company authorized the issuance of 10,000 shares of its Common Stock for legal services.

On June 1, 2015, the Company’s wholly-owned subsidiaries, Nexus, GK Laboratories, and GKUSA eachentered into a securities purchase agreement with the Company’s President and Chief Executive Officer, in which each wholly-owned subsidiary agreed to issue 100 shares of its common stock (300 shares in total) for $100 ($300 in total). On June 1, 2015 the Company’s President and Chief Executive Officer consummated an agreement in which she contributed to the Company 100% of the equity interests of Nexus, GK Laboratories, GKUSA all in exchange for 47,490,000 shares of Common Stock. The Company’s President and Chief Executive Officer held a 100% equity interest of each of the previously mentioned entities that were acquired by the Company.

On August 24, 2015, the Company initiated a private placement offering for up to $2,000,000 in shares of its Common Stock, for a price per share equal to $0.90 for each purchaser investing less than $300,000, and a price per share equal to $0.80 for each purchaser investing $300,000 or more. As of September 30, 2015, the Company completed closings totaling $600,000, and has issued 736,112 shares of its Common Stock. The Company’s President, Chief Executive Officer, and founder returned this amount of her shares and such shares were cancelled as described in Note 7, Related Party Transactions.

NOTE 9. COMMITMENTS AND CONTINGENCIES

The Company, from time to time, may be involved in litigation relating to claims arising out of its ordinary course of business. Management believes that there are no material claims or actions pending or threatened against the Company.

F-10

NOTE 10. SUBSEQUENT EVENTS

As described in Note 5 and 7, as of November 24, 2015, the outstanding principal balance of a $500,000 convertible note inclusive of accrued interest of $11,836 were converted at the option of holder at a price of $0.80 per share resulting in the Company issuing 639,795 shares of its Common Stock.

In December 2015, the Company completed closings of the sale of an additional $510,000 of the Company’s Common Stock through the private placement offering discussed in Note 8 issuing an additional 636,111 shares of its Common Stock.

On December 7, 2015 and December 18, 2015, the Company’s President and Chief Executive Officer and founder returned the shares and the Company cancelled 1,375,907 shares and 636,111 shares, respectively, of Common Stock as described in Note 7, Related Party Transactions.

F-11


Report of Independent Registered Public Accounting Firm	F-13

Consolidated Balance Sheets as of December 31, 2014 and 2013	F-14

Consolidated Statements of Operations for the years ended December 31, 2014 and 2013	F-15

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2014 and 2013	F-16

Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013	F-17

Notes to the Consolidated Financial Statements	F-18

F-12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Management of

GreenKissNY, Inc.

White Plains, NY

We have audited the accompanying consolidated balance sheets of GreenKiss NY, Inc. (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years then ended. GreenKissNY, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of GreenKiss NY, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.



/s/Friedman LLP


Marlton, New Jersey December 22, 2015

F-13

GREENKISSNY, INC.

CONSOLIDATED BALANCE SHEETS

	As of			As of
	December 31,			December 31,
	2014			2013
ASSETS

Current Assets
Cash	$	271,276		$	201,452
Accounts receivable, net of allowance for doubtful accounts of $0		247,791			157,468
Prepaid expenses and other current assets		47,820			19,085
Short-term loan receivable from principal stockholder		33,928			2,093
Total current assets		600,815			380,098

Equipment, net of accumulated depreciation of $12,892 and $1,569, respectively		8,477			11,836
TOTAL ASSETS	$	609,292		$	391,934

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accrued expenses and accrued settlement	$	1,049,816		$	366,644
Short-term loan payable, related party		—			99,000
Revolving line of credit		125,000			—
Total current liabilities		1,174,816			465,644

Non-current Liabilities
Accrued settlement		173,611			300,000

Total Liabilities		1,348,427			765,644

Commitments

Stockholders’ Deficit:
Preferred stock, $0.00001 par value (shares authorized--10,000,000); no shares issued and outstanding at December 31, 2014 and at December 31, 2013		—			—
Common stock, $0.00001 par value (shares authorized--100,000,000); 47,490,000 shares issued and outstanding at December 31, 2014 and at December 31, 2013		475			475
Additional paid-in capital		525			525
Accumulated deficit		(740,135	)		(374,710	)
Total Stockholders’ Deficit		(739,135	)		(373,710	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	609,292		$	391,934

The accompanying notes are an integral part of these consolidated financial statements

F-14

GREENKISSNY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended			Year Ended
	December 31,			December 31,
	2014			2013

Service Revenue, net	$	6,461,510		$	2,537,005

Cost of Services		4,896,821			1,864,338

Gross Profit		1,564,689			672,667

Operating Expenses
Management fees		1,127,257			338,648
Legal settlement cost		—			300,000
Other general and administrative expenses		800,620			343,828
Total Operating Expenses		1,927,877			982,476

Loss from Operations		(363,188	)		(309,809	)

Other (Expense) Income		(2,237	)		1,126

Net Loss	$	(365,425	)	$	(308,683	)


Basic and diluted loss per share	$	(0.01	)	$	(0.01	)

Weighted average number of
shares outstanding-
basic and diluted		47,490,000			47,490,000

The accompanying notes are an integral part of these consolidated financial statements

F-15

GREENKISSNY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Preferred Stock			Common Stock				Additional Paid-in Capital		Accumulated Deficit			Total
		Shares	Amount		Shares		Amount
Balance at January 1, 2013			—		47,490,000	$	475	$	525	$	(66,027	)	$	(65,027	)
Net loss for the period		—	—		—		—		—		(308,683	)		(308,683	)
Balance at December 31, 2013		—	—		47,490,000		475		525		(374,710	)		(373,710	)
Net loss for the period		—	—		—		—		—		(365,425	)		(365,425	)
Balance at December 31, 2014		—	—		47,490,000	$	475	$	525	$	(740,135	)	$	(739,135	)

The accompanying notes are an integral part of these consolidated financial statements

F-16

GREENKISSNY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended			Year Ended
	December 31,			December 31,
	2014			2013
Cash Flows from Operating Activities
Net loss for the period	$	(365,425	)	$	(308,683	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation expense		11,323			1,569
Changes in operating assets and liabilities:
Accounts receivable		(90,323	)		(157,468	)
Prepaid expenses and other current assets		(28,735	)		(19,085	)
Accrued expenses and accrued settlement		556,783			635,964
Net cash provided by operating activities		83,623			152,297

Cash Flows from Investing Activities
Purchase of equipment		(7,964	)		(13,405	)
Net cash used in investing activities		(7,964	)		(13,405	)

Cash Flows from Financing Activities
Proceeds (payments) from short-term loan, related party		(99,000	)		99,000
Advances from principal stockholder		75,000			76,327
Payments to principal stockholder		(106,835	)		(132,020	)
Proceeds (payments) from revolving line of credit		125,000			—
Net cash (used in) provided by financing activities		(5,835	)		43,307

Increase in Cash		69,824			182,199
Cash --Beginning of Period		201,452			19,253
Cash --End of Period	$	271,276		$	201,452

Supplemental Disclosures of Cash Flow Information
Cash paid for interest	$	2,487		$	—

The accompanying notes are an integral part of these consolidated financial statements

F-17

GREENKISSNY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

GreenKissNY, Inc. (the “Company”) is a holding company and was incorporated under the laws of the State of Delaware on February 13, 2015.

The Company has two additional wholly-owned subsidiaries,GreenKiss USA, Inc. (“GKUSA”) and GreenKiss Laboratories, Inc. (“GK Laboratories”), both of which are currently inactive.GKUSA wasincorporated under the laws of the State of New York on May 13, 2014 andGK Laboratories wasincorporated under the laws of the State of Washington on May 20, 2014.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP 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 consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The Company, Nexus, GKUSA and GK Laboratories, were effectively controlled by the same majority stockholder of the Company and are therefore considered under common control. For accounting purposes, the above mentioned companies are consolidated in a manner similar to a recapitalization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned reorganization had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. As the Company was formed in 2015 and GKUSA and GK Laboratories had no operations, these financial statements essentially represent the operations of Nexus.

F-18

Cash

The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. Cash balances in banks are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

Accounts Receivable

In the normal course of business, the Company extends credit to customers that satisfy defined credit criteria. Accounts receivable are recorded at carrying value, which approximates fair value, and is presented in the Company’s consolidated balance sheets net of any allowance for doubtful accounts. In 2013 and 2014 there were no accounts receivable written off as bad debt. Based on this analysis, as of December 31, 2014 and 2013, an allowance for doubtful accounts has not been deemed necessary.

Equipment, Net

Equipment, net is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method based upon the following estimated useful lives of depreciable assets:

Computer equipment	3 years
Furniture and fixtures	5 years
Leasehold improvements	Shorter of useful life or the term of the lease

All long-lived assets are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying values may not be recoverable, or are less than their fair value. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset and its eventual disposition. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying value, an impairment loss is recognized equal to the difference between the carrying value of such asset and its fair value, considering external market participant assumptions. Assets to be disposed of and for which there is a committed plan of disposal are reported at the lower of carrying value or fair value less costs to sell.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. As of December 31, 2014 and 2013, all deferred tax assets continue to be fully reserved.

F-19

Loss Per Share

Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive Common Stock equivalents. Basic EPS is computed by dividing net income/loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Weighted average number of shares used to calculate basic and diluted loss per share is considered the same as the effect of dilutive shares is anti-dilutive for all periods presented.

Concentrations

As of December 31, 2013 and 2014, Nexus had one customer which accounted for in excess of 10% of total accounts receivable and service revenues. As of December 31, 2013 this customer accounted for $120,526, or 76% of total outstanding accounts receivable and $2,078,804 of service revenues, or 82%. At December 31, 2014, this same customer represented $41,779 or 17% of total accounts receivable and $4,697,202 or 73% of service revenues. In addition, there were two other customers that represented $52,437 and $43,396 of total accounts receivable or 21% and 18% respectively as of December 31, 2014.

Revenue Recognition

For the years ended December 31, 2014 and 2013, the Company derived its revenues from temporary and permanent staffing services provided by Nexus. Net service revenue, as presented in the accompanying consolidated statements of operations, represents services rendered to customers, less sales adjustments and allowances. The Company records revenue on a gross basis as a principal instead of on a net basis as an agent in the presentation of revenues and expenses.

Permanent staffing services revenues are recognized when employment candidates accept offers of permanent employment. The Company has a history of estimating the effect of permanent placement candidates who do not remain with its clients through the 90-day guarantee period. Allowances are established to estimate these losses. As of and for the years ended December 31, 2014 and 2013, there was no allowance deemed necessary. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement services are charged to employment candidates.

Cost of Services

Direct costs of temporary staffing services consist of payroll, payroll taxes, workers’ compensation and benefit costs for the Company’s temporary employees, as well as reimbursable expenses. Direct costs of permanent staffing services consist of reimbursable expenses.

Advertising Costs

The Company expenses all advertising costs as incurred. The advertising costs were $67,221 and $27,678 for the years ended December 31, 2014 and 2013, respectively.

Recent Accounting Pronouncements

In May 2014, the FASB issued authoritative guidance that provides companies with a single model for use in accounting for revenue arising from contracts with customers, and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The new guidance requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance is effective for annual reporting periods beginning after December 15, 2017. Early adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is in the process of evaluating the impact of adoption of this guidance on its financial statements.

F-20

NOTE 3. EQUIPMENT

Major classes of equipment, together with their estimated useful lives, consisted of the following:

	Years		December 31, 2014			December 31, 2013
Computer equipment		3	$	3,427		$	3,427
Furniture and fixtures		5		14,942			9,978
Leasehold improvements		5		3,000			—
Total				21,369			13,405
Less: accumulated depreciation				(12,892	)		(1,569	)
Net equipment			$	8,477		$	11,836

Depreciation expense was $11,323 and $1,569 for the years ended December 31, 2014 and 2013, respectively.

NOTE 4. ACCRUED EXPENSES AND ACCRUED SETTLEMENT

Accrued expenses consisted of the following:

	December 31, 2014		December 31, 2013
Legal settlement cost	$	126,389	$	—
Accrued payroll		175,501		93,182
Accrued payroll taxes		564,973		136,223
Management fees		38,311		53,867
Legal fees		98,058		50,807
Insurance costs		43,107		32,270
Other		3,477		295
Total accrued expenses and accrued settlement	$	1,049,816	$	366,644

The Company’s wholly-owned subsidiary,Nexus, entered into a settlement agreement and release with third parties related to a previously filed civil action. In accordance with the settlement, Nexus agreed to pay the third party payments totaling $300,000 in installments consisting of two installments of $25,000 which were both paid in January 2015 and thirty-six (36) monthly installments of $6,944 beginning February 2015. Of the $300,000 legal settlement cost,$173,611 and $300,000 are recorded as accrued settlement as of December 31, 2014 and 2013, respectively, with the short term portion included in accrued expenses above.

During the first nine months of 2014, Nexus utilized in-house staff to handle federal and state payroll tax calculations and payments. During that period, periodic payments due for such taxes were not made. In total, Nexus did not pay an aggregate of $432,592 in state and federal payroll taxes for 2014, which had accrued $132,381 in interest and penalties as of December 31, 2014. Of the $113,743 due the State of Massachusetts, the Company made payments in 2015 and entered into a settlement agreement with payments of $5,000 per month to repay the balance owed. Nexus is negotiating with the Internal Revenue Service, which has filed tax liens against Nexus, to make a payment arrangement for the balance due, which includes $321,189 in taxes owed and approximately $119,766 in interest and penalties through December 31, 2014. Since August 2014, Nexus has utilized an outside payroll service to ensure full compliance with all tax regulations and all payments are current.

NOTE 5. DEBT

During the year ended December 31, 2013, a related party loaned the Company a total of $150,000 for working capital purposes. The loans were unsecured, due on demand, and non-interest bearing. A total of $51,000 was repaid during the year ended December 31, 2013. During the year ended December 31, 2014, the Company received additional amounts totaling $80,000 and repaid the balance in full, which amounted to a total of $179,000 of payments. As of December 31, 2014 and 2013, the short-term loan payable balance was $0 and $99,000, respectively, in the accompanying consolidated balance sheets.

F-21

On September 11, 2014, the Company entered into a revolving line of credit note with a financial institution, which allowed the Company to borrow up to a principal amount of $95,000 at any one time. On November 18, 2014, the revolving line of credit note was increased, which allows the Company to borrow up to a principal amount of $125,000 at any one time, which is due on demand, at an interest rate of 1.25% above the prime rate (3.25%). During the year ended December 31, 2014, the Company received principal amounts totaling $1,356,830 and made payments totaling $1,231,830. As of December 31, 2014 and 2013, the revolving line of credit principal and accrued interest balances were $125,000 and $0, respectively, in the accompanying consolidated balance sheets. Both notes are secured by a first lien security interest in all of the Company’s assets as well as guaranteed personally by Company’s President and Chief Executive Officer as well as a related party who is also a consultant and noteholder as discussed in Note 10.

NOTE 6. LEASES

The Company’s executive offices are located at 75 South Broadway, White Plains, New York. The Company entered into a 12-month office service agreement for the office space, commencing in December 2014, at a monthly payment of $1,040. During 2013 and 2014, Nexus leased its offices in Lynn, Massachusetts, and Fall River, Massachusetts. During June 2013, the lease agreement on Fall River office expired. During 2015, Nexus further executed several other lease agreements on its current offices at North Andover, Massachusetts, and White Plains, New York.

During 2013 and 2014, Nexus also entered into several non-cancellable equipment lease agreements.

Total rent expense during the years ended December 31, 2014 and 2013 was $38,207 and $22,642, respectively.

The following table summarizes future minimum lease obligations with regards to leased offices and leased equipment.

	Office leases		Equipment leases		Total
2015	$	44,030	$	2,154	$	46,184
2016		37,207		2,154		39,361
2017		38,130		2,154		40,284
2018		4,155		1,992		6,147
2019		—		763		763
Thereafter		—		—		—
Total	$	123,522	$	9,217	$	132,739

NOTE 7. RELATED PARTY TRANSACTIONS

During 2012, the Company’s President and Chief Executive Officer contributed $1,000 to the Company. The amount was considered a contribution to capital.

The Company’s President, Chief Executive Officer and founder, in order to induce investors to invest in the Company, agreed to assure all initial and future investors in the Company’s Common Stock that their interests would be preserved based upon 50,000,000 shares outstanding, up to the initial filing of an offering statement for a potential initial public offering of the Company’s Common Stock. The mechanism to achieve this protection was a verbal commitment to such investors that the founder would return shares of common stock for cancellation an equivalent number of shares equal to the number of shares issued through any means up to but not including the shares issued prior to the initial filing of the offering statement for a public offering. As described in Note 10, Subsequent Events below, this has resulted in the return of the shares and cancellation by the Company of a total of 639,795 shares, relating to the note conversion of convertible promissory note on November 24, 2015, 736,112 shares issued for cash consideration during September 2015 and 636,111 shares in December 2015, respectively in conjunction with a private placement of the Company’s Common Stock.

F-22

Nexus Management Services Inc. (“NMS”) was formed on January 11, 2012. It was originally formed to provide medical practice management and staffing services. The Company’s President and Chief Executive Officer has a 49% ownership interest in NMS. NMS has two additional owners, one of which is the sister-in-law of the Company’s President and Chief Executive Officer. Since the formation of the Company’s wholly-owned subsidiary, Nexus, the two additional owners of NMS have been involved in building the Nexus business, while remaining on the payroll of NMS. Nexus has historically, and continues to reimburse NMS for the cost plus a fair market value mark-up for the services provided by the two additional owners. As Nexus adds new employees, they are hired and paid by NMS, and NMS is subsequently reimbursed by Nexus. By doing so, the NMS employees, which provide services to Nexus are able to retain the medical benefits provided by NMS. The arrangement with NMS constitutes an employee leasing arrangement, with Nexus recording its payments to NMS as management fees. The Company has reviewed the relationship between Nexus and NMS, and has determined that the relationship does not meet the criteria regarding variable interest entities (“VIE”) as defined in ASC 810 Consolidation. As such, the Company has not accounted for NMS as a VIE, and has not included the accounts of NMS in the consolidated financial statements as of and for the years ended December 31, 2014 and 2013. During the year ended December 31, 2014 and 2013, Nexus recorded management fees totaling $1,127,257 and $338,648, respectively, in the accompanying consolidated statements of operations.

During the year ended December 31, 2014, the company paid to a consultant, noteholder and related party $36,539 in consulting fees.

NOTE 8. STOCKHOLDERS’ EQUITY

Preferred Stock

There are 10,000,000 shares of blank check authorized Preferred Stock; $0.00001 par value per share. No shares were issued and outstanding as of December 31, 2014 and 2013. The Company’s board of directors will have the authority to fix and determine the relative rights and preferences of shares of Preferred Stock, as well as the authority to issue such shares, without further stockholder approval.

Common Stock

There are 100,000,000 shares of authorized Common Stock; $0.00001 par value per share. In accordance with the Principles of Consolidation described herein were 47,490,000 shares of Common Stock issued and outstanding as of December 31, 2014 and 2013.

NOTE 9. COMMITMENTS AND CONTINGENCIES

NOTE 10. SUBSEQUENT EVENTS

On April 21, 2015, the Company authorized the issuance of 10,000 shares of its Common Stock for legal services.

F-23

On April 22, 2015, the Company issued a convertible promissory note to a related party consultant in the amount of $500,000. The note accrues interest at the rate of 4% per annum and has a maturity date of April 22, 2017. The note is convertible at the option of the holder into shares of the Company’s Common Stock upon the closing of an offering of equity or equity-linked securities of the Company of at least $1,000,000. The shares amount shall be equal to the conversion amount divided by the price per share at which the shares of the Company’s Common Stock are sold in an offering of equity or equity-linked securities of the Company of at least $1,000,000. In the event the holder does not convert and the Company completes an offering of equity or equity-linked securities of the Company of at least $1,000,000, then, at the Company’s option, the ability to convert the Note is terminated. As of November 24, 2015, the outstanding principal of this note $500,000 and accrued interest of $11,836 were converted at the option of holder at a price of $0.80 per share resulting in the Company issuing 639,795 shares of its Common Stock.

On June 1, 2015, the Company’s wholly-owned subsidiaries, Nexus, GK Laboratories, GKUSA concluded a transaction previously agreed to on April 21, 2015 whereby eachentered into a securities purchase agreement with the Company’s President and Chief Executive Officer, in which each wholly-owned subsidiary agreed to issue 100 shares of its Common Stock (300 shares in total) for $100 ($300 in total). On June 1, 2015 the Company’s President and Chief Executive Officer consummated an agreement in which she contributed to the Company 100% of the equity interests of Nexus, GK Laboratories, GKUSA all in exchange for 47,490,000 shares of Common Stock. The Company’s President and Chief Executive Officer held a 100% equity interest of each of the previously mentioned entities that were acquired by the Company.

On August 24, 2015, the Company initiated a private placement offering for up to $2,000,000 in shares of its Common Stock, for a price per share equal to $0.90 for each purchaser investing less than $300,000, and a price per share equal to $0.80 for each purchaser investing $300,000 or more. To-date, the Company has completed closings totaling $600,000, and has issued 736,112 shares of its Common Stock. The Company has also received an additional $10,000 investment in this private placement offering that resulted in the Company issuing an additional 11,111 shares of the Company’s Common Stock on December 8, 2015. On December 14, 2015, the Company completed a closing for $500,000 and issued 625,000 shares of its Common Stock.

The outstanding short-term loan receivables as of December 31, 2014 and 2013 were repaid in full in April 2015. During the nine months ended September 30, 2015, the Company received from its President and Chief Executive Officer additional amounts totaling $332,023 and repaid a total of $41,233, resulting in a balance owed of $256,862 as of September 30, 2015. On December 19, 2015, the Company repaid $233,442 of the balance due.

F-24

PART III – EXHIBITS

Exhibit No.		Description
2.1*		Amended and Restated Certificate of Incorporation
2.2*		Amended and Restated Bylaws
3.1*		Form of Stockholders’ Agreement
6.1*+		Employment Agreement by and between the Company and Ann Anderson
6.2*+		Employment Agreement by and between the Company and Leif Christoffersen
6.3**		Client Agreement
6.4*+		2015 Equity Incentive Plan
6.5*		Cancellation Agreement by and between the Company and Ann Anderson, dated December 7, 2015
6.6*		Cancellation Agreement by and between the Company and Ann Anderson, dated December 18, 2015
6.7*		Form of Securities Purchase Agreement for the Company’s Private Placement Offering
6.8*		Form of Subscription Agreement for this Offering
6.9*		Securities Purchase Agreement by and between the Company and Ann Anderson, dated April 21, 2015
6.10*		Amendment to Securities Purchase Agreement by and between the Company and Ann Anderson, dated June 1, 2015
11.1*		Consent of Friedman LLP
12.1**		Legal Opinion Letter

____________________

*	Filed herewith.
**	To be filed by amendment.
+	Indicates a management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York, on December 22, 2015

	GreenKissNY Inc.

	By: /s/ Ann Anderson
	Name: Ann Anderson
	Title: President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Offering Statement has been signed by the following persons in the capacities indicated.

Signature	Title	Date

/s/ Ann Anderson	Chief Executive Officer, President and Director	December 22, 2015
Ann Anderson	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

/s/ Leif Christoffersen	Chief Operating Officer	December 22, 2015
Leif Christoffersen

GreenKissNY Inactive DOSDraft offering statement (non-public)