UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended April 30, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 005-83416
GREENSTAR INTERNATIONAL, INC.
-----------------------------
(Exact name of small business issuer as specified in charter)
Florida 26-0531576
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
11382 Prosperity Farms Road, Suite 222F.
Palm Beach Gardens, FL 33410
----------------------------------------
(Address of principal executive offices)
(561)-626-1011
--------------
(Issuer's telephone number, including area code)
N/A
---
(Former name or former address, if changed since last report)
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 5,005,000 shares at June 1, 2008
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
GREENSTAR INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FORM 10-QSB
QUARTERLY PERIOD ENDED APRIL 30, 2008
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet (Unaudited) - As of April 30, 2008................ 3
Statements of Operations (Unaudited) For the Three and Nine
Months Ended April 30, 2008 and For the Period July 19, 2007
(inception) through April 30, 2008.............................. 4
Statements of Cash Flows (Unaudited) For the Three and Nine
Months Ended April 30, 2008 and For the Period July 19, 2007
(inception) through April 30, 2008.............................. 5
Notes to Unaudited Financial Statements......................... 6
Item 2. Management's Discussion and Analysis or Plan of Operation.......... 9
Item 3. Controls and Procedures............................................ 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.................................................. 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........ 11
Item 3. Default Upon Senior Securities..................................... 11
Item 4. Submission of Matters to a Vote of Security Holders................ 11
Item 5. Other Information.................................................. 11
Item 6. Exhibits........................................................... 11
Signatures ................................................................. 12
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this quarterly report contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to increase our revenues,
develop our brands, implement our strategic initiatives, economic, political and
market conditions and fluctuations, government and industry regulation, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control.
You should consider the areas of risk described in connection with any
forward-looking statements that may be made in our annual report as filed with
the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements and readers should carefully review this quarterly
report in its entirety, except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this quarterly report,
and you should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business. When used
in this quarterly report, the terms the "Company," "we," and "us" refers to
Greenstar International, Inc.
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GREENSTAR INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
APRIL 30, 2008
(Unaudited)
ASSETS
Current Assets
Cash ........................................................... $ 581
TOTAL CURRENT ASSETS ............................................. 581
--------
TOTAL ASSETS ..................................................... $ 581
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued liabilities ............................................ $ 2,620
Due to shareholders ............................................ 21,100
Accrued compensation - officers ................................ 38,200
--------
TOTAL CURRENT LIABILITIES ........................................ 61,920
--------
TOTAL LIABILITIES ................................................ 61,920
--------
Stockholders' Deficit
Preferred stock, $.0001 par value, 20,000,000 shares
authorized, none issued and outstanding ....................... -
Common stock, $.0001 par value, 100,000,000 shares
authorized, 5,005,000 issued and outstanding .................. 501
Additional paid in capital .................................... 499
Deficit accumulated during development stage ................... (62,339)
--------
TOTAL STOCKHOLDERS' DEFICIT ...................................... (61,339)
--------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ...................... $ 581
========
See accompanying notes to unaudited financial statements
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GREENSTAR INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Period from
July 19, 2007
For the Three For the Nine (inception of
Months Ended Months Ended development stage)
April 30, 2008 April 30, 2008 to April 30, 2008
(Unaudited) (Unaudited) (Unaudited)
-------------- -------------- -------------------
Revenues ............................. $ - $ - $ -
----------- ----------- -----------
Operating Expenses
Professional fees .................. 1,750 10,595 22,345
General and administrative ......... 576 1,553 1,794
Compensation - officers ............ 12,000 36,000 38,200
----------- ----------- -----------
Total Operating Expenses ............. 14,326 48,148 62,339
----------- ----------- -----------
Loss from Operations ................. (14,326) (48,148) (62,339)
Other Income (Expense) ............... - - -
----------- ----------- -----------
Net Loss ............................. $ (14,326) $ (48,148) $ (62,339)
=========== =========== ===========
Net Loss per share - Basic and Diluted $ (0.00) $ (0.01) $ (0.01)
=========== =========== ===========
Weighted Average Shares Outstanding -
Basic and Diluted .................. 5,005,000 5,003,300 5,003,150
=========== =========== ===========
See accompanying notes to unaudited financial statements
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GREENSTAR INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Period from
July 19, 2007
For the Three For the Nine (Inception of
Months Ended Months Ended Development Stage)
April 30, 2008 April 30, 2008 to April 30, 2008
(Unaudited) (Unaudited) (Unaudited)
-------------- -------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ........................................ $(14,326) $(48,148) $(62,339)
Adjustments to reconcile net loss from operations
to net cash used in operating activities:
Common stock issued for services .............. - 500 500
Changes in assets and liabilities:
Increase (decrease) in:
Accrued liabilities ........................... (630) (3,380) 2,620
Accrued compensation - officers ............... 12,000 36,000 38,200
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES ............. (2,956) (15,028) (21,019)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loans and advances .. 2,000 15,200 21,100
Proceeds from sale of common stock .............. - - 500
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES ......... 2,000 15,200 21,600
-------- -------- --------
NET (DECREASE) INCREASE IN CASH ................... (956) 172 581
CASH - beginning of period ........................ 1,537 409 -
-------- -------- --------
CASH - end of period .............................. $ 581 $ 581 $ 581
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest ...................................... $ - $ - $ -
======== ======== ========
Income taxes .................................. $ - $ - $ -
======== ======== ========
See accompanying notes to unaudited financial statements.
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GREENSTAR INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
APRIL 30, 2008
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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(A) DESCRIPTION OF BUSINESS
Greenstar International, Inc. (the "Company") was incorporated under the laws of
Florida on July 19, 2007. The Company has no products or services as of April
30, 2008. The Company was organized as a vehicle to seek merger, reverse merger,
and or identify potential acquisition candidates.
(B) BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, the financial statements do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary to make the interim financials not misleading have been included and
such adjustments are of a normal recurring nature. The results of operations for
the three and nine months ended April 30, 2008 are not necessarily indicative of
the results for the full fiscal year ending July 31, 2008.
For further information, refer to the audited financial statements and footnotes
of the company for the period July 19, 2007 (inception) to July 31, 2007
included in the company's Form 10-SB.
(C) RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued FASB Statement No. 157, Fair Value
Measurements "SFAS No. 157"), which defines fair value, establishes a framework
for measuring fair value under GAAP, and expands disclosures about fair value
measurements. SFAS No. 157 applies to other accounting pronouncements that
require or permit fair value measurements. The new guidance is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and for interim periods within those fiscal years. The Company will evaluate the
potential impact, if any, of the adoption of SFAS No. 157 on its financial
position, results of operations and cash flows.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - including an amendment of FASB
Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to elect to
measure many financial instruments and certain other items at fair value. Upon
adoption of SFAS No. 159, an entity may elect the fair value option for eligible
items that exist at the adoption date. Subsequent to the initial adoption, the
election of the fair value option should only be made at initial recognition of
the asset or liability or upon a remeasurement event that gives rise to
new-basis accounting. SFAS No. 159 does not affect any existing accounting
literature that requires certain assets and liabilities to be carried at fair
value nor does it eliminate disclosure requirements included in other accounting
standards. SFAS No. 159 is effective for fiscal years beginning after November
15, 2007 and may be adopted earlier but only if the adoption is in the first
quarter of the fiscal year. The company is considering whether to adopt SFAS No.
159.
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GREENSTAR INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
APRIL 30, 2008
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------
(C) RECENT ACCOUNTING PRONOUNCEMENTS (CONT.)
In July 2007, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes,
an Interpretation of FASB Statement No. 109." FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in a company's financial statements
and prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in an income tax return. FIN 48 also provides guidance in
derecognition, classification, interest and penalties, accounting in interim
periods, disclosures and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The adoption of FIN48 does not impact on the
Company's financial statements.
In December 2007, the FASB issued SFAS 141 (revised 2007), Business
Combinations,("SFAS 141(R)"). SFAS 141(R) retains the fundamental requirements
of the original pronouncement requiring that the purchase method be used for all
business combinations, but also provides revised guidance for recognizing and
measuring identifiable assets and goodwill acquired and liabilities assumed
arising from contingencies, the capitalization of in-process research and
development at fair value, and the expensing of acquisition-related costs as
incurred. SFAS 141(R) is effective for fiscal years beginning after December 15,
2008. In the event that the Company completes acquisitions subsequent to its
adoption of SFAS 141 (R), the application of its provisions will likely have a
material impact on the Company's results of operations, although the Company is
not currently able to estimate that impact.
In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51. SFAS 160
requires that ownership interests in subsidiaries held by parties other than the
parent, and the amount of consolidated net income, be clearly identified,
labeled and presented in the consolidated financial statements. It also requires
once a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary be initially measured at fair value.
Sufficient disclosures are required to clearly identify and distinguish between
the interests of the parent and the interests of the noncontrolling owners. It
is effective for fiscal years beginning after December 15, 2008, and requires
retroactive adoption of the presentation and disclosure requirements for
existing minority interests. All other requirements are applied prospectively.
The Company does not expect the adoption of SFAS 160 to have a material impact
on its financial condition or results of operations.
The Company does not believe that any other recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.
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GREENSTAR INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
APRIL 30, 2008
NOTE 2 - GOING CONCERN
- ----------------------
As reflected in the accompanying financial statements, the Company has net
losses and net cash used in operations of $14,326 and $48,148 and $2,956 and
$15,028 respectively, for the three and nine months ended April, 30, 2008 and a
deficit accumulated during development stage of $62,339 and stockholders'
deficit of $61,339 at April 30, 2008 and is a development stage company with no
revenues. The ability of the Company to continue as a going concern is dependent
on the Company's ability to further implement its business plan, raise capital,
and generate revenues. The Company plans to locate an operating company to merge
with or sell a controlling interest to a third party who would subsequently
merge an operating business into the Company. Management believes that the
actions presently being taken provide the opportunity for the Company to
continue as a going concern. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
NOTE 3 - RELATED PARTIES
- ------------------------
As of April 30, 2008 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently there
are no outstanding debts owed by the Company for the use of these facilities,
for all periods presented, since the value was not material.
During the three and nine months ended April 30, 2008 the Company paid $0 and
$3,000 respectively in legal fees to the law firm in which an officer and
shareholder of the Company is a principal.
During the three and nine months ended April 30, 2008 the Company's two officers
and shareholders advanced $2,000 and $21,100 respectively to the Company for
general and administrative expenses. The total amounts due the shareholders are
non-interest bearing and payable upon demand.
At April 30, 2008, accrued compensation due to the officers of the Company was
$38,200.
NOTE 4 - STOCKHOLDERS' DEFICIT
- ------------------------------
On July 19, 2007, the Company filed Articles of Incorporation with the State of
Florida. The Company has authorized 20,000,000 million shares of $.0001 par
value preferred stock. As of April 30, 2008 there were no preferred shares
issued or outstanding. The Company has authorized 100,000,000 shares of $.0001
par value common stock.
On July 19, 2007 the Company issued 5,000,000 shares of common stock to the
officers and directors of the Company in exchange for $500 cash.
On January 2, 2008 the directors of the Company approved the issuance of 5,000
shares of common stock in exchange for $500 of consulting services received by
the Company.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward-Looking Statements
The following discussion and analysis is provided to increase the understanding
of, and should be read in conjunction with, the Financial Statements of the
Company and Notes thereto included elsewhere in this Report. Historical results
and percentage relationships among any amounts in these financial statements are
not necessarily indicative of trends in operating results for any future period.
The statements, which are not historical facts contained in this Report,
including this Plan of Operations, and Notes to the Financial Statements,
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are based on currently
available operating, financial and competitive information, and are subject to
various risks and uncertainties. Future events and the Company's actual results
may differ materially from the results reflected in these forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, dependence on existing and future key strategic and strategic
end-user customers, limited ability to establish new strategic relationships,
ability to sustain and manage growth, variability of operating results, the
Company's expansion and development of new service lines, marketing and other
business development initiatives, the commencement of new engagements,
competition in the industry, general economic conditions, dependence on key
personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the service requirements of
its clients, the potential liability with respect to actions taken by its
existing and past employees, risks associated with international sales, and
other risks described herein and in the Company's other SEC filings.
The safe harbors of forward-looking statements provided by Section 21E of the
Exchange Act are unavailable to issuers of penny stock. As we issued securities
at a price below $5.00 per share, our shares are considered penny stock and such
safe harbors set forth under the Reform Act are unavailable to us.
Overview
On July 19, 2007, we filed Articles of Incorporation with the State of Florida.
We are a Florida corporation with 100,000,000 shares of $.0001 par value common
stock authorized and 20,000,000 shares of $.0001 par value preferred stock
authorized. As of April 30, 2008 we had 5,005,000 shares of common stock issued
and outstanding.
Plan of Operations
We have not yet commenced any active operations.
We are now seeking alternatives to increase stockholder value, including selling
a controlling interest to a third party who would subsequently merge an
operating business into the company. As of the date of this report, we have no
binding agreement, commitment or understanding to do so. We have engaged in
preliminary discussions with third parties concerning such a transaction, and we
may continue further discussions.
-9-
Liquidity and Capital Resources
As reflected in the accompanying financial statements, the Company has a net
loss and net cash used in operations and $14,326 and $48,148 and $2,956 and
$15,028 respectively, for the three and nine months ended April 30, 2008 and a
deficit accumulated during development stage of $62,339 and stockholders'
deficit of $61,339 at April 30, 2008. The Company is a development stage company
and has no revenues. The ability of the Company to continue as a going concern
is dependent on the Company's ability to further implement its business plan,
raise capital, and generate revenues. The Company plans to locate an operating
company to merge with or sell a controlling interest to a third party who would
subsequently merge an operating business into the Company.
The ability of the Company to continue as a going concern is dependent on the
Company's ability to further implement its business plan. In addition, as of
April 30, 2008, we had $581 of current cash available, which is not sufficient
to meet our needs as described below.
All our costs, which we will incur irrespective of our activities to implement
our current business plan, including bank service fees and those costs
associated with on-going SEC reporting requirements, estimated to be less than
$3,000 per quarter for 10-QSB quarterly filings and $7,500 per 10-KSB annual
filing, will be funded as advances from the two officers and shareholders of our
Company, to the extent that funds are available to do so. Management has
advanced and paid $21,100 of our operating expenses since inception. During the
three and nine months ended April 30, 2008 the two officers and shareholders
advanced $2,000 and $21,100 respectively to the Company. The obligation to repay
these funds is not reflected in any written note, bears no interest and is due
upon demand. Management is not obligated to provide these or any other funds. If
we fail to meet these requirements, we will be unable to secure a qualification
for quotation of our securities on the over the counter bulletin board, or if we
have secured a qualification, may lose the qualification and our securities
would no longer trade on the over the counter bulletin board. Further, if we
fail to meet these obligations and as a consequence we fail to satisfy our SEC
reporting obligations, investors will now own stock in a company that does not
provide the disclosure available in quarterly and annual reports filed with the
SEC and investors may have increased difficulty in selling their stock as we
will be non-reporting. Accordingly, our accountants have indicated in their
Report of Independent Registered Public Accounting Firm for the year period July
19, 2007 (inception) to July 31, 2007 that there is substantial doubt about our
ability to continue as a going concern. Our poor financial condition could
inhibit our ability to achieve our business plan.
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ITEM 3. CONTROLS AND PROCEDURES
We maintain controls and other procedures that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure. There were no changes in the Corporation's internal control over
financial reporting that occurred during the Corporation's most recent fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, the Corporation's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits
Exhibit No. Name and/or Identification of Exhibit
- ----------- -------------------------------------
31.1 Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer pursuant to U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
-11-
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
GREENSTAR INTERNATIONAL, INC.
Date: June 16, 2008 By: /s/ Bradley B. Eavenson
-----------------------
Bradley B. Eavenson
Chief Executive Officer
Date: June 16, 2008 By: /s/ Thomas Diemer
-----------------
Thomas Diemer, Chief Financial Officer
principal financial and accounting officer
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