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They sure do. Put DGDM on watch. Something brewing here!!
T it's the same reason they're showing huge FAKE ASSETS in their SCAM in NW Ticker. Just plain CON MEN eh?
I have one logical explanation. The share certificates that were posted on this thread by you were from a NV Corp eh? GSFI is Incorporated in WY!! Seams the certs you're speaking of are for some other Company. Good luck with that!!
And A soon to be APPROVED FORM 10 eh??
You mean an SEC APPROVED RegA eh??
BB GLTY welcome aboard
The SEC knows the "notes" are fake. The smoke your blowing is dissipating into the air. Nobody will EVER believe garbage from Paul CON or Ken SCAMWILLIAMS NEVER EVER!!!!
You keep posting stuff from NWPN (of which we don't care about). They have fraudulent disclosures, because they're reporting "assets" that don't exist Mr. Accountant.
You just spelled it out!!!
Further, there is no indication that the Company ever received the consideration claimed in the Purported Notes.
There's your proof of FAKE Thanks for posting that!!!!
It's right there in the Form 10!! Read it !!!! Fraudulent NOTES
The Settlement, however, did not conclude the animosity between the Company and Preferred Holders. Rather, Preferred Holders presented another instrument in an attempt to retain control over the Company: the Purported Notes, as defined below. Namely, Preferred Holders sent an e-mail with alleging the existence of the Purported Notes and a resulting Company debt of approximately $16,427,143, not including accrued interest. The Company, however, formed a firm belief that the Purported Notes were fraudulent, and the Purported Notes are void or voidable. The Company came to such conclusions for the following reasons: as per the Company’s best knowledge formed by reviewing available corporate records and the bank accounts the notes simply don’t exist. Moreover, the Purported Notes were not disclosed in the Company’s publicly available annual report for the period ended April 30, 2017 and executed by one of the Preferred Holders (available at https://backend.otcmarkets.com/otcapi/company/financial-report/176681/content). Further, there is no indication that the Company ever received the consideration claimed in the Purported Notes. Despite numerous requests, the Company is not in receipt of the originals of the Purported Notes as of the date of this registration statement, nor complete copies thereof. Therefore, the Company formed the strong belief that Purported Notes are bogus and merely a device to further extort the Company.
The Settlement was amended by the Parties on October 10, 2019, and the Settlement, as amended, required the Company to include certain provisions regarding the Purported Notes in its now qualified Regulation A Offering Circular. Additionally, the Settlement contains the obligation of the Company to qualify its Regulation A Offering by March 9, 2020, or Series B Convertible Preferred Stock may be issued to Preferred Holders in an amount that will grant them significant voting rights but that will not result in their control of the majority of the voting power. In an effort to resolve the continuing disputes between the Company and the Preferred Holders, the Company determined that it was in its best interests and in the best interests of its investors, to proceed with the Settlement, as amended and to focus on its business rather than on litigation with Preferred Holders.
The Company’s Regulation A Offering Circular was initially qualified by the SEC on March 9, 2020. It was subsequently amended and the amendment was qualified on April 21, 2020.
Notwithstanding the forgoing, the Eagle Oil Parties claim that the Company breached the Settlement Agreement and that they are entitled to the Series B Preferred Shares. The Company disputes that there was any breach of the Settlement Agreement by the Company and disputes the Eagle Oil Parties’ entitlement to any shares of the Company’s Series B Preferred Stock. In the event the Eagle Oil Parties file a lawsuit in a court of competent jurisdiction and prevail, the Eagle Oil Parties may be entitled to a total of 150,000 shares Series B Preferred Stock of the Company that would Grant Eagle Oil Parties significant voting rights, but not the majority of the voting power over the Company, together with other and further relief awarded by the Court.
This description is qualified in its entirety by the text of the settlement as is attached hereto as Exhibit.
Nothing herein is an attempt to interpret the text of the Settlement as amended and/or assess the probability of either party prevailing in any litigation that may result. That said, the Company is prepared to protect its interests vigorously and assert any and all available defenses and counterclaims in the event of such lawsuit.
Allegations with regard to the Purported Notes
The Company been made aware of the existence of certain convertible promissory notes by and between the Company and a number of persons and entities (collectively “Purported Notes”) as set forth in the table below. The Company disputes the validity of the Purported Notes because the Purported Notes (i) were not fully disclosed prior to the Acquisition; (ii) even if issued, were issued without consideration actually received by the Company; and (iii) even if issued and/or in existence, were created after the fact and were not representative of actual transactions. Despite numerous requests, the Company is not in receipt of the originals or complete copies of the Purported Notes as of the date of this registration statement. As such, the Company believes that the Purported Notes are fraudulent and void and/or voidable. Nevertheless, the Company elects to disclose the Purported Notes to potential investors because if the parties alleging the existence of the Purported Notes successfully challenge the Company’s position, the Company may have an obligation to issue certain securities of the Company and/or pay certain amounts pursuant to the Purported Notes. Alternatively, it may be the case that a portion of the Purported Notes or the entirety of the Purported Notes are void or voidable based on the provisions of the Settlement.
33
The Company does not attempt to assess the likelihood of prevailing against the holders of the Purported Notes. That said, the Company is prepared to protect its interests, and the interests of its current shareholders, vigorously and assert any and all available defenses and counterclaims against the holders of the Purported Notes.
The Purported Notes may exist with regard to the following individuals and legal entities:
PLEASE NOTE THAT THE COMPANY DOES NOT STATE THIS INFORMATION AS TRUE AND CORRECT. THE COMPANY RECEIVED SUCH INFORMATION BY MEANS OF ELECTRONIC TRANSMISSION FROM CERTAIN CLAIMANTS. THE COMPANY BELIEVES THAT THE CLAIMS REGARDING THE NOTES ARE INVALID AND IS PREPARED TO VIGOROUSLY DEFEND ITSELF AGAINST THE AFOREMENTIONED CLAIMS.
Date of Note Issuance Outstanding Balance ($) Name of Noteholder
04/30/2016 500,000 Paul Khan
10/01/2016 250,000 Ken Williams
10/20/2016 75,000 Brian Wilmot
12/09/2016 160,000 Tracey Woods
01/02/2017 300,000 Charles Peterson
04/01/2017 1,600,000 Connie Helwig
04/25/2017 200,000 Hammers & Nails 2 Corp.
05/11/2017 200,000 Eagle Eye Media LLC
05/11/2017 150,000 Hall Sales and Marketing Consulting
07/14/2017 357,143 Axilogy Consulting Corporation
08/15/2017 600,000 Leolah Brown
03/16/2018 500,000 Nicholaus Kamish
3/16/2018 4,500,000 375 Wall Construction LLC
02/06/2018 100,000 Manny Volk
02/06/2018 400,000 Premier Equity Advisors LLC
01/17/2018 50,000 Peter Matousek
05/11/2017 200,000 Eagle Eye Media LLC
05/11/2017 150,000 Hall Sales and Marketing Consulting
12/04/2017 3,350,000 Zorhek Aqua Farms Inc
12/09/2016 160,000 Tracey Woods
10/20/2016 75,000 Brian Wilmot
06/11/2018 2,250,000 Company Minera Rio Sango la Minrisan
01/02/2017 300,000 Charles Peterson
12/16/2017 15,000 Nguyet Nguyen
11/20/2017 5,000,000 Medican Enterprises Inc.
11/28/2017 135,000 Terrie Scott
08/15/2017 600,000 Leolah Brown
04/25/2017 200,000 Hammers & Nails 2 Corp
07/14/2017 357,143 Axilogy Consulting Corporation
34
ITEM 9. MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTER
Market Information
Our common stock is traded on the OTC Pink Sheets Market, an alternative trading system, under the symbol GSFI. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
Price Range*
Period High Low
Year Ended December 31, 2018:
First Quarter $ 3.3333 $ 0.0333
Second Quarter $ 3.3333 $ 3.3333
Third Quarter $ 3.3333 $ 0.0333
Fourth Quarter $ 3.3333 $ 0.0333
Year Ending December 31, 2019:
First Quarter $ 3.3333 $ 0.0333
Second Quarter $ 3.3333 $ 0.0333
Third Quarter $ 3.00 $ 0.2801
Fourth Quarter $ 1.10 $ .052
*Price adjusted to reflect 30,000 for 1 reverse split on April 29, 2019
As of April 1, 2020, there were approximately 278 holders of record of our common stock.
Dividends. We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. We expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.
Equity Compensation Plans. We do not have any equity compensation plans.
Penny Stock Considerations
Our shares are considered “penny stocks,” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.
35
In addition, under the penny stock regulations, the broker-dealer is required to:
· Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
· Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;
· Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and
· 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, prior to conducting any penny stock transaction in the customer's account.
Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.
Our shares are subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
In February of 2019 the Company acquired Green Stream Finance Inc. and the President of Green Stream Finance, Madeleine Cammarata was issued 600,000 founder Preferred B shares and became the President of the Company. The Preferred B shares would be convertible at a rate of 1,000,000 common shares for each share of Preferred B. The President correspondingly has 600,000,000,000 voting common shares at her control.
On April 29, 2019, the Company effected a reverse split of its common stock on the basis of 30,000 old common shares for 1 new common share. 25,497,233 shares of the common stock were then issued in exchange for the shares of Green Stream Finance Inc.
On December 2, 2019, the Company issued a total of 266,665 shares to 5 people pursuant to a settlement agreement.
ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
Our Articles of Incorporation provides that we may issue up to 10,000,000,000 shares of common stock, $0.001 par value per share, referred to as “Common Stock.” Subject to the preferential rights of holders of any other class or series of our stock, holders of shares of our common stock are entitled to receive dividends and other distributions on such shares if, as and when authorized by our board of directors out of funds legally available therefor. Shares of our common stock generally have no preemptive, appraisal, preferential exchange, conversion, sinking fund or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws, by contract or by the restrictions in our Articles of Incorporation. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after payment of or adequate provision for all of our known debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time, and our Articles of Incorporation restrictions on the transfer and ownership of our stock.
36
Except as may otherwise be specified in the terms of any class or series of our common stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors, and, except as may be provided with respect to any other class or series of stock, the holders of shares of common stock will possess the exclusive voting power. There is no cumulative voting in the election of our directors. Directors are elected by a plurality of all of the votes cast in the election of directors.
Under both Nevada and Wyoming Law, a corporation generally cannot dissolve, amend its Articles of Incorporation, merge, consolidate, sell all or substantially all of its assets or engage in a statutory share exchange unless declared advisable by its board of directors and approved by the affirmative vote of stockholders entitled to cast the votes on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s Articles of Incorporation. Our Articles of Incorporation provides for approval of any of these matters by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on such matters.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Colorado Business Corporation Act (the “CBCA”) generally provides that a corporation may indemnify a person made party to a proceeding because the person is or was a director against liability incurred in the proceeding if: the person’s conduct was in good faith; the person reasonably believed, in the case of conduct in an official capacity with the corporation, that such conduct was in the corporation’s best interests, and, in all other cases, that such conduct was at least not opposed to the corporation’s best interests; and, in the case of any criminal proceeding, the person had no reasonable cause to believe that the person’s conduct was unlawful. The CBCA prohibits such indemnification in a proceeding by or in the right of the corporation in which the person was adjudged liable to the corporation or in connection with any other proceeding in which the person was adjudged liable for having derived an improper personal benefit. The CBCA further provides that, unless limited by its articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director or officer of the corporation, against reasonable expenses incurred by the person in connection with the proceeding. In addition, a director or officer, who is or was a party to a proceeding, may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. The CBCA allows a corporation to indemnify and advance expenses to an officer, employee, fiduciary or agent of the corporation to the same extent as a director.
As permitted by the CBCA, the Company’s articles of incorporation and bylaws generally provide that the Company shall indemnify its directors and officers to the fullest extent permitted by the CBCA. In addition, the Company may also indemnify and advance expenses to an officer who is not a director to a greater extent, not inconsistent with public policy, and if provided for by its bylaws, general or specific action of the Company’s board of director or shareholders.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required by this Item begin on page F-1.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
37
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements and Schedules
The consolidated financial statements required to be filed as part of this Registration Statement are included in Item 13 hereof.
(b) Exhibits
Exhibit No. Description
2.1 Articles of Conversion
2.2 Articles of Merger
3.1 Amended and Restated Articles of Incorporation
3.2 Bylaws
10.1 Settlement Agreement
10.2 Amendment to Settlement Agreement
38
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
GREEN STREAM HOLDINGS, INC.
Date: May 1, 2020 By: /s/ Madeleine Cammarata
Madeleine Cammarata
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
Date: May 1, 2020 By: /s/ James Ware
James Ware
Director
39
GREEN STREAM HOLDINGS, INC.
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
January 31, 2020 and 2019
Table of Contents Page
Financial Statements:
Consolidated Condensed Balance Sheets January 31, 2020 and January 31, 2019 F-2
Consolidated Condensed Statements of Operations for the Three and Nine Months Ended January 31, 2020 and January 31, 2019 F-3
Consolidated Condensed Statements of Cash Flows for the Three and Nine Months Ended January 31, 2020 and January 31, 2019 F-4
Consolidated Condensed Statements of Changes in Stockholders’ Deficit for the Nine Months ended January 31, 2020 and January 31, 2019 F-5
Notes to Consolidated Condensed Financial Statements F-6 to F-11
F-1
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED BALANCE SHEETS
January 31, 2020 and 2019
2020 2019
ASSETS
Current Assets
Cash $ – $ –
Total Current Assets – –
Fixed Assets
Furniture and equipment net of depreciation (Note 3) 915,654 –
Other Assets
Intangible asset, net of amortization (Note 4) 185,000 –
TOTAL ASSETS $ 1,100,654 $ –
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts Payable $ 42,447 $ 22,724
Overdraft 657 –
Other Current Liabilities 60,000 40,000
Accrued Interest Payable 609 –
Due to related party (Note 7) 130,570 –
Notes Payable (Note 8) 48,000 1,244,064
Total Current Liabilities 282,283 1,306,838
TOTAL LIABILITIES 282,283 1,306,838
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred A Stock, $.001 par value 1,000,000 Authorized 53,000 Issued and Outstanding at January 31, 2020 and 1,000,000 at January 31, 2019 respectively 53 1,000
Preferred B Stock, $.001 par value 1,000,000 Authorized 600,000 Issued and Outstanding at January 31, 2020 and 0 at January 31, 2019 respectively 600 –
Preferred C Stock, $.001 par value 10,000,000 Authorized 760,000 Issued and Outstanding at January 31, 2020 and 10,000,000 at January 31, 2019 respectively 760 10,000
Common Stock, $.001 par value 10,000,000,000 Authorized 26,700,665 Issued and Outstanding at January 31, 2020 and 9,991,254,145 at respectively. 26,700 9,991,254
Additional paid-in-capital 1,072,541 (9,627,627 )
Accumulated deficit (282,283 ) (1,683,465 )
Total Stockholders’ Equity (Deficit) 818,371 (1,306,838 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 1,100,654 $ 0
The accompanying notes are an integral part of these financial statements.
F-2
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For The Three and Nine Months Ended January 31, 2020 & 2019
Three Months Ended
January 31,
Nine Months Ended
January 31,
2020 2019 2020 2019
REVENUES:
Sales $ – $ – $ – $ –
TOTAL REVENUE – – – –
COST OF SALES – – – –
GROSS MARGIN – – – –
OPERATING EXPENSES:
Administrative expenses 2,894 – 32,076 –
Advertising – – 13,550 –
Insurance – – 13,059 –
Legal Fees 25,750 – 45,850 –
Professional Fees 4,000 – 14,957 –
Rent – – 8,559 –
Travel 24,422 – 40,909 –
Total Operating expenses 57,066 – 168,960 –
NET OPERATING INCOME/ LOSS (57,066 ) – (168,960 ) –
OTHER INCOME/EXPENSES:
Finance and interest fees (609 ) – (609 ) –
NET INCOME (LOSS) $ (57,675 ) $ – $ (169,569 ) $ –
Basic and Diluted Loss per Common Share $ (.00216 ) $ (.000 ) $ (.00635 ) $ (0.000 )
Weighted Average Number of Common Shares Outstanding 26,700,655 9,991,254,145 26,700,655 9,991,254,145
The accompanying notes are an integral part of these financial statements.
F-3
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For The Nine Months Ended January 31, 2020 and 2019
2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (169,569 ) $ –
Adjustments to reconcile net loss to net cash provided by operating activities: –
Amortization – –
Depreciation – –
Changes in operating assets and Liabilities: – –
Increase/ (decrease) in bank overdraft 657 –
Increase/ (decrease) in accrued interest payable 609 –
Increase/(decrease) in other current liabilities 20,000 –
Increase/ (decrease) in accounts payable 36,495 –
Net cash used in operating activities (111,808 ) –
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Assets – –
Net cash provided by (used in) investing activities – –
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans from stockholder 63,808 –
Proceeds from Notes Payable 48,000 –
Net cash provided by (used in) financing activities 111,808 –
Net increase (decrease) in cash and cash equivalents 0 0
Cash and cash equivalents - beginning of period 0 0
Cash and cash equivalents - end of period $ 0 $ 0
Acquisition of assets through the assumption of debt 1,100,654 –
Conversion of Preferred stock in lieu Common stock purchase 11,000,000 –
The accompanying notes are an integral part of these financial statements.
F-4
Green Stream Holdings, Corp.
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For The Nine Months Ended January 31, 2020 and 2019
Preferred Shares Common Stock
Additional
Paid-In
Accumulated Total
Stockholders'
Shares Value Shares Amount Capital Deficit Equity
Balance April 30 2017 11,000,000 $ 11,000 9,991,254,145 $ 9,991,254 $ (9,625,627 ) $ (1,683,465 ) $ (1,306,838 )
Balance April 30, 2018 11,000,000 $ 11,000 9,991,254,145 $ 9,991,254 $ (9,625,627 ) $ (1,683,465 ) $ (1,306,838 )
Reverse Split – – (9,990,917,378 ) (9,990,917 ) 10,699,034 1,683,465 2,391,582
Issuance of Common Shares for Services – – 25,497,233 25,497 – – 25,497
Retirement of Preferred Shares (11,000,000 ) (11,000 ) – – – – (11,000 )
Issuance of Preferred Shares for services 600,000 600 – – – – 600
Issuance of Preferred Shares for Services 760,000 760 – – – – 760
Issuance of Preferred Shares for Services 53,000 53 – – – – 53
Net Loss April 30, 2019 – – – – – (112,714 ) (112,714 )
Balance, April 30, 2019 1,413,000 $ 1,413 25,834,000 $ 25,834 $ 1,073,471 $ (112,714 ) $ 987,940
Issuance of Common Shares for financing – – 866,655 866 (866 ) – –
Net Loss January 31, 2020 – – – – – (169,569 ) (169,569 )
Balance January 31, 2020 1,413,000 $ 1,413 26,700,655 $ 226,700 $ 1,072,541 $ (282,283 ) $ 818,371
The accompanying notes are an integral part of these financial statements.
F-5
Green Stream Holdings, Corp.
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
January 31, 2020 and 2018
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A. ORGANIZATION AND OPERATIONS
The Company was originally incorporated on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the Company merged with Eagle Oil Holding Company, a Nevada corporation, and the surviving entity, the Company, changed its name to “Eagle Oil Holding Company, Inc.” Inception of the current Company occurred February 8, 2019 when the Company acquired Green Stream Finance Inc. Previously there was no activity from July 31, 2017 until the acquisition of February 8, 2019. On April 25, 2019, the Company changed its name to “Green Stream Holdings Inc.” and is deemed to be a continuation of business of Eagle Oil Holding Company, Inc. Additionally, the Company was reorganized that so that the Company became operating as a holding company of Green Stream Finance, Inc., a Wyoming Corporation. That reorganization, inter alia, gave Madeleine Cammarata, President of Green Stream Finance, Inc., the majority of the voting power in the Company. On April 25, 2019 the Company also filed the certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada providing for reverse stock split: each thirty thousand shares of common stock of the Company issued and outstanding immediately prior to the “effective time” of the filing were automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of common stock, provided that no fractional shares were to be issued in connection with said reverse stock split. On May 15, 2019, the Company filed the articles of conversion with the secretary of state of Nevada, to convert the company from Nevada Corporation to Wyoming Corporation. The Company is in good standing in the State of Wyoming as of September 25, 2019. The Company’s common shares are quoted on the “Pink Sheets” quotation market under the symbol “GSFI.”
B. PRINCIPALS OF CONSOLIDATION
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Green Stream Finance, Inc. based in the state of Wyoming. All material inter-company balances and transactions were eliminated upon consolidation.
C. BASIS OF ACCOUNTING
The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred. The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. As such, 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 for a fair presentation have been included and these adjustments are of a normal recurring nature.
D. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
E. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.
F-6
F. COMPUTATION OF EARNINGS PER SHARE
Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Due to the net loss, the options and stock conversion of debt are not used in the calculation of earnings per share because the stock conversions and options are considered to be antidilutive.
G. INCOME TAXES
The Company accounts for income taxes under the asset and liability method. 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 basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material effect on the Company.
H. REVENUE RECOGNITION
Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.
I. FAIR VALUE MEASUREMENT
The Company determines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:
· Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
· Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
· Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
F-7
J. STOCK-BASED COMPENSATION
The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values. Stock-based compensation expense recognized for the years ended December 31, 2014 and 2013 was $24,000 and $0 respectively. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the period.
Share-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31, 2014 included compensation expense for share-based payment awards granted in December 31, 2014.
K. SALES AND ADVERTISING
The costs of sales and advertising are expensed as incurred. Sales and advertising expense was $13,550 and $0 for the nine months ended January 31, 2020 and 2019, respectively.
L. NEW ACCOUNTING PRONOUNCEMENTS
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to January 31, 2020 through the date these financial statements were issued.
M. FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.
N. INTELLECTUAL PROPERTY
Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset. Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.
F-8
O. IMPAIRMENT OF LONG-LIVED ASSETS
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
NOTE 2 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At January 31, 2020 the Company had a loss from operations, for the nine months ended, of $169,569, and an accumulated deficit of $282,283 and negative working capital of $282,283 The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment at January 31, 2020 and January 31, 2019 consists of the following:
January 31, 2020 January 31, 2019
Furniture and Fixtures $ 915,654 $ –
Less: Accumulated Depreciation – –
Net Property and Equipment $ 915,654 $ –
F-9
Depreciation expense for the year ended January 31, 2020 and 2019 was $0 respectively. Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets.
NOTE 4 – INTANGIBLE ASSETS
Intangible Assets at January 31, 2020 and January 31, 2019 consists of the following:
January 31, 2020 January 31, 2019
Intangible Assets $ 185,000 $ –
Less: Accumulated Amortization – –
Net Intangible Assets $ 185,000 $ –
The Company invests in various intellectual properties to be developed into future projects. By definition these intangible assets are amortized over a 15 year period. Amortization expense for the years ended January 31, 2020 and 2019 was $0 respectively. At January 31, 2020, the Company has determined that the intangible asset should not be impaired.
NOTE 5 –STOCKHOLDERS’ EQUIY/(DEFICIT)
AUTHORIZED SHARES & TYPES
As of January 31, 2020, we had 26,700,665 shares of Common Stock and of:
? 1,000,000 authorized shares of Convertible Series A Preferred Shares. Convertible Series A Preferred Shares are convertible into the shares of Common Stock at a ratio of 1,000 shares of Convertible Series A Preferred Shares to 1 share of Common Stock. There are 53,000 shares issued and outstanding or 53 votes.
? 1,000,000 authorized shares of Convertible Series B Preferred Shares. Convertible Series B Preferred Shares are convertible into the shares of Common Stock at a ratio of 1,000,000 shares of Common Stock for each single Convertible Series B Preferred Share. Additionally, the Preferred B Shares are non-dilutive. There are 600,000 shares issued and outstanding or 600,000,000,000 votes.
? 10,000,000 authorized shares of Convertible Series C Preferred Shares. Convertible Series C Preferred Shares are convertible into Common Stock at a ratio of 1,000 shares of Convertible Series C Preferred Share for one share of Common Stock. There are 760,000 shares issued and outstanding or 760 votes.
F-10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table lists the number of shares of Common Stock of our Company as of January 31, 2020, the Record Date, that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The business address of each beneficial owner listed is in care of 16620 Marquez Ave Pacific Palisades, CA 90272 unless otherwise noted. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them, except to the extent that power may be shared with a spouse.
Name of Beneficial Owner (1)
Common Stock
Beneficially
Owned (1)
Percentage of
Common Stock
Owned (1)
Shares of
Series B
Preferred
Stock Held (2)
Percentage of
Series B
Preferred
Held
Number and
Percentage of
Total Voting
Shares
Madeleine Cammarata, CEO and President 0 0 600,000 100% 600,000,000,000 99.99%
Michael Sheikh, CFO 0 0 0 0
James Ware, Director 0 0 0 0
Jason D Cohan 19,739,041 73.9% 0 0 19,739,041 .003%
Mark Markham 1,436,255 5.4% 0 0 1,436,255 .00024%
Director and Officer (3 people)
(1)
Applicable percentage ownership is based on 26,700,665 shares of Common Stock outstanding as of January 31, 2020. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of January 31, 2020 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(2)
The 1, 000, 0000 shares of Series B Preferred Shares have the right to vote in the aggregate, on all shareholder matters votes equal to 99.9% of the total shareholder vote on any and all shareholder matters. The Series B Preferred Stock will be entitled to this 99.9% voting right, representing at present 600,000,000,000 votes based on the 26,700,665 shares of Common Stock outstanding, no matter how many shares of Common Stock or other voting stock of the Company’s stock are issued and outstanding in the future.
On 6/14/2019 the Company determined that it would act as its own transfer agent for all preferred shares and continue to use VStock as the transfer agent for the issuance of common shares.
F-11
NOTE 6 – INCOME TAXES
Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.
Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended January 31, 2020 and 2019 for U.S. Federal Income Tax and for the State of Wyoming.
A reconciliation of income taxes at statutory rates with the reported taxes follows:
January 31, 2020 January 31, 2019
Loss before income tax benefit $ 282,283 $ –
Expected income tax benefit (94,283 ) –
Non-deductible expenses – –
Tax loss benefit not recognized for book purposes, valuation allowance $ 94,283 $ –
Total income tax $ – $ –
The Company has net operating loss carry forwards in the amount of approximately $282,283 that will expire beginning in 2029. The deferred tax assets including the net operating loss carry forward tax benefit of $282,283 total $94,283 which is offset by a valuation allowance. The other deferred tax assets include accrued officer compensation, stock based compensation, and amortization.
The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax position at January 31, 2020 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at January 31, 2020. The open tax years are from 2019 through 2029.
NOTE 7 – RELATED PARTY TRANSACTIONS
During the three months ended January 31, 2020 and 2019 the Company’s CEO had advanced $63,808 and $0, respectively of personal funds. As of January 31, 2020 and 2019 the Company owed the CEO $63,808 and $0 respectively.
F-12
NOTE 8 –NOTES AND OTHER LOANS PAYABLE
On December 11, 2019 the company agreed to pay Cheryl Hinten $40,000 in the form of a promissory note with a term of one year at 10 % interest compounded annually. The Company accrued interest for the Three months ended January, 31, 2020 in the amount of $559. On January 8, 2020 the Company signed a promissory note for $8,000 with Cheryl Hinten. The note becomes due on March 8, 2020 and carries a per annum interest rate of 10%. The Company accrued interest for the Three months ended January, 31, 2020 in the amount of $50
The following schedule is Notes Payable at January 31, 2020 and January 31, 2019:
Description January 31, 2020 January 31, 2019
Note payable due December 11, 2021; interest at 10% $ 40,000 $ –
Note payable due March 8, 2020; interest at 10% 8,000 90,000
Total notes payable $ 48,000 $ –
NOTE 9 - SUBSEQUENT EVENTS
Subsequent to January 31, 2020, an affiliate of former management and Eagle Oil made claim to approximately 400,000 shares of Preferred B stock of the Company. With respect to this claim, the required consideration associated with the claim was not exchanged between the two parties, therefore making their agreement not executable as a promissory Note; nullifying any further interest at that time. Because of this, the Company has not recorded or reflected an accrual in their financial statements associated with this claim. No shares associated with this claim were issued to the affiliate party of former management described above. We believe the claim expressed above as frivolous with no merit, and consider it as a potential breach of fiduciary duty committed by former management and its affiliate. The Company reserves all rights granted to it under the law to pursue future litigation associated with this claim. As of the date of this Report, the Company does not believe this transaction meets definition of a loss or gain contingency as defined by GAAP to be recorded or reflected in the financial statements at period-end. Additionally, the Company issued 53,333 of common shares each to Mark Desparois, Connie Helwig, Paul Khan, Ken Williams, and Wendy Williams for a total of 266,665 common shares in the quarter ended January 31, 2020. The shares were issued as compensation for services and The Company has no dispute over this transaction.
F-13
GREEN STREAM HOLDINGS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2019 and April 30, 2018
Table of Contents Page
Financial Statements:
Report of Independent Registered Accounting Firm F-15
Consolidated Balance Sheets at April 30, 2019 and April 30, 2018 F-16
Consolidated Statements of Operations for the Years Ended April 30, 2019 and April 30, 2018 F-17
Consolidated Statements of Cash Flows for the Years Ended April 30, 2019 and April 30, 2018 F-18
Consolidated Statements of Changes in Stockholders’ Deficit for the Years ended April 30, 2019 and April 30, 2018 F-19
Notes to Consolidated Financial Statements F-20 to F-26
F-14
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Green Stream Holdings, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Green Stream Holdings, Inc. (“the Company”) as of April 30, 2019 and 2018, and the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for the two years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2019 and 2018, and the results of its operations and its cash flows for each of the two years ended April 30, 2019 and 2018, respectively, in conformity with accounting principles generally accepted in the United States of America.
Consideration of the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a loss from operations and an accumulated deficit. It also intends to fund operations through future financing, of which no assurance can be given that the Company will be successful in raising such capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Slack & C ompany CPAs LLC
We have served as the Company’s auditor since 2020.
April 3rd, 2020
F-15
Green Stream Holdings, Corp.
CONSOLIDATED BALANCE SHEETS
April 30, 2019 and 2018
2019 2018
ASSETS
Current Assets
Cash $ – $ –
Total Current Assets – –
Fixed Assets
Furniture and equipment net of depreciation (Note 3) 915,654 –
Other Assets
Intangible asset, net of amortization (Note 4) 185,000 –
TOTAL ASSETS $ 1,100,654 $ –
LIABILITIES AND STOCKHOLDERS’ EQUTIY (DEFICIT)
LIABILITIES
Current Liabilities
Accounts Payable $ 5,952 $ 22,724
Other Current Liabilities 40,000 40,000
Accrued Interest Payable – –
Due to related party (Note 7) 66,762 –
Notes Payable – 1,244,064
Total Current Liabilities 112,714 1,306,838
TOTAL LIABILITIES 112,714 1,306,838
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred A Stock, $.001 par value 1,000,000 Authorized 53,000 Issued and Outstanding at April 30, 2019 and 1,000,000 at April 30, 2018 respectively 53 1,000
Preferred B Stock, $.001 par value 1,000,000 Authorized 600,000 Issued and Outstanding at April 30, 2019 and 0 at April 30,2018 respectively 600 –
Preferred C Stock, $.001 par value 10,000,000 Authorized 760,000 Issued and Outstanding at April 30, 2019 and 10,000,000 at April 30,2018 respectively 760 10,000
Common Stock, $.001 par value 10,000,000,000 Authorized 25,834,000 Issued and Outstanding at April 30, 2019 and 9,991,254,145 at April 30, 2018 respectively. 25,834 9,991,254
Additional paid-in-capital 1,073,407 (9,627,627 )
Accumulated deficit (112,714 ) (1,683,465 )
Total Stockholders’ Equity (Deficit) 987,940 (1,306,838 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 1,100,654 $ 0
The accompanying notes are an integral part of these financial statements.
F-16
Green Stream Holdings, Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Years Ended April 30, 2019 and 2018
2019 2018
REVENUES: $ – $ –
Total Revenues – –
OPERATING EXPENSES:
General and Administrative:
Legal Fees 20,570 –
Professional Fees 59,511 –
Travel 29,532 –
Other General and administrative expense 3,101 –
Total Operating Expenses 112,714 –
Net operating loss (112,714 ) –
OTHER INCOME (EXPENSE)
Finance and interest fees – –
NET INCOME (LOSS) $ (112,714 ) $ –
Basic and Diluted Loss per Common Share $ (0.0044 ) $ (0.00 )
Weighted Average Number of Common Shares Outstanding 25,834,000 9,991,254,145
The accompanying notes are an integral part of these financial statements.
F-17
Green Stream Holdings, Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Years Ended April 30, 2019 and 2018
2019 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (112,714 ) $ –
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization – –
Depreciation – –
Changes in operating assets and Liabilities:
Increase/ (decrease) in accounts payable 45,952 –
Net cash used in operating activities (66,762 ) –
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Assets – –
Net cash provided by (used in) investing activities – –
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans from stockholder 66,762 –
Proceeds from common stock sales – –
Net cash provided by (used in) financing activities 66,762 –
Net increase (decrease) in cash and cash equivalents 0 0
Cash and cash equivalents - beginning of period 0 0
Cash and cash equivalents - end of period $ 0 $ 0
Acquisition of assets through the assumption of debt 1,100,654 –
Conversion of Preferred stock in lieu Common stock purchase 11,000,000 –
The accompanying notes are an integral part of these financial statements.
F-18
Green Stream Holdings, Corp.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For The Years Ended April 30, 2019 and 2018
Preferred Shares Common Stock
Additional
Paid-In
Accumulated Total
Stockholders'
Shares Value Shares Amount Capital Deficit Equity
Balance April 30 2017 11,000,000 $ 11,000 9,991,254,145 $ 9,991,254 $ (9,625,627 ) $ (1,683,465 ) $ (1,306,838 )
Balance April 30, 2018 11,000,000 $ 11,000 9,991,254,145 $ 9,991,254 $ (9,625,627 ) $ (1,683,465 ) $ (1,306,838 )
Reverse Split – – (9,990,917,378 ) (9,990,917 ) 10,699,034 1,683,465 2,391,582
Issuance of Common Shares for Services – – 25,497,233 25,497 – – 25,497
Retirement of Preferred Shares (11,000,000 ) (11,000 ) – – – – (11,000 )
Issuance of Preferred Shares for services 600,000 600 – – – – 600
Issuance of Preferred Shares for Services 760,000 760 – – – – 760
Issuance of Preferred Shares for Services 53,000 53 – – – – 53
Net Loss April 30, 2019 – – – – – (112,714 ) (112,714 )
Balance April 30, 2019 1,413,000 $ 1,413 25,834,000 $ 25,834 $ 1,073,407 $ (112,714 ) $ 987,940
The accompanying notes are an integral part of these financial statements.
F-19
Green Stream Holdings, Corp.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2019 and 2018
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
A. ORGANIZATION AND OPERATIONS
The Company was originally incorporated on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the Company merged with Eagle Oil Holding Company, a Nevada corporation, and the surviving entity, the Company, changed its name to “Eagle Oil Holding Company, Inc.” Inception of the current Company occurred February 8, 2019 when the Company acquired Green Stream Finance, Inc. Previously there was no activity from July 31, 2017 until the acquisition of February 8, 2019. On April 25, 2019, the Company changed its name to “Green Stream Holdings Inc.” and is deemed to be a continuation of business of Eagle Oil Holding Company, Inc. Additionally, the Company was reorganized that so that the Company became operating as a holding company of Green Stream Finance, Inc., a Wyoming Corporation. That reorganization, inter alia, gave Madeleine Cammarata, President of Green Stream Finance, Inc., the majority of the voting power in the Company. On April 25, 2019 the Company also filed the certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada providing for reverse stock split: each thirty thousand shares of common stock of the Company issued and outstanding immediately prior to the “effective time” of the filing were automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of common stock, provided that no fractional shares were to be issued in connection with said reverse stock split. On May 15, 2019, the Company filed the articles of conversion with the secretary of state of Nevada, to convert the company from Nevada Corporation to Wyoming Corporation. The Company is in good standing in the State of Wyoming as of September 25, 2019. The Company’s common shares are quoted on the “Pink Sheets” quotation market under the symbol “GSFI.”
B. PRINCIPALS OF CONSOLIDATION
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Green Stream Finance, Inc. based in the state of Wyoming. All material inter-company balances and transactions were eliminated upon consolidation.
C. BASIS OF ACCOUNTING
The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred. The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. As such, 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 for a fair presentation have been included and these adjustments are of a normal recurring nature.
D. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
E. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.
F-20
F. COMPUTATION OF EARNINGS PER SHARE
Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Due to the net loss, the options and stock conversion of debt are not used in the calculation of earnings per share because the stock conversions and options are considered to be antidilutive.
G. INCOME TAXES
The Company accounts for income taxes under the asset and liability method. 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 basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material effect on the Company.
H. REVENUE RECOGNITION
Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.
I. FAIR VALUE MEASUREMENT
The Company determines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.
Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:
· Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
· Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
· Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
F-21
J. STOCK-BASED COMPENSATION
The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values. Stock-based compensation expense recognized for the years ended December 31, 2014 and 2013 was $24,000 and $0 respectively. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the period.
Share-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31, 2014 included compensation expense for share-based payment awards granted in December 31, 2014.
K. SALES AND ADVERTISING
The costs of sales and advertising are expensed as incurred. Sales and advertising expense was $0 and $0 for the years ended April 30, 2019 and 2018, respectively.
L. NEW ACCOUNTING PRONOUNCEMENTS
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to April 30, 2019 through the date these financial statements were issued.
M. FURNITURE AND EQUIPMENT
Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.
N. INTELLECTUAL PROPERTY
Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset. Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.
F-22
O. IMPAIRMENT OF LONG-LIVED ASSETS
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
NOTE 2 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At April 30, 2019, the Company had a loss from operations, for the year ended, of $112,714, and an accumulated deficit of $112,714 and negative working capital of $66,762 The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.
The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.
The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
Property and equipment at April 30, 2019 and April 30, 2018 consists of the following:
April 30, 2019 April 30, 2018
Furniture and Fixtures $ 915,654 $ –
Less: Accumulated Depreciation – –
Net Property and Equipment $ 915,654 $ –
F-23
Depreciation expense for the year ended April 30, 2019 and 2018 was $0 respectively. Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets.
NOTE 4 – INTANGIBLE ASSETS
Intangible Assets at April 30, 2019 and April 30, 2018 consists of the following:
April 30, 2019 April 30, 2018
Intangible Assets $ 185,000 $ –
Less: Accumulated Amortization – –
Net Intangible Assets $ 185,000 $ –
The Company invests in various intellectual properties to be developed into future projects. By definition these intangible assets are amortized over a 15 year period. Amortization expense for the years ended April 30, 2019 and 2018 was $0 respectively. At April 30, 2019, the Company has determined that the intangible asset should not be impaired.
NOTE 5 –STOCKHOLDERS’ EQUITY/( DEFICIT)
AUTHORIZED SHARES & TYPES
The Company has authorized 1,000,000 shares of Preferred A stock at a par value of $0.001 at April 30, 2019.
The Company has authorized 1,000,000 shares of Preferred B stock at a par value of $0.001 at April 30, 2019.
The Company has authorized 10,000,000 shares of Preferred C stock at a par value of $0.001 at April 30, 2019.
The Company has authorized 10,000,000,000 shares of common stock at a par value of $0.001 at April 30, 2019.
The Company relies on capital raised through loans, private placement memorandums to assist in the funding of operations.
Name of
Class
(if any) Units
Outstanding Symbol/CUSIP
(if any) Name of Trading
Center or Quotation
Medium (if any)
Common Equity Common stock 25,834,000 GSFI OTC Markets
Preferred Equity Series A Convertible Preferred Stock 53,000 n/a n/a
Preferred Equity Series B Convertible Preferred Stock 600,000 n/a n/a
Preferred Equity Series C Convertible Preferred Stock 760,000 n/a n/a
Debt Securities n/a n/a n/a n/a
F-24
The President of the Company owns 600,000 shares of Series B Convertible Preferred Stock. If all of the Series B Convertible Preferred Stock are converted at the current conversion rate, the following number of outstanding voting shares would be available.
Type of Stock Issued and Outstanding shares Conversion Basis Number of shares on as if converted basis
Common Stock 25,834,000 1 25,834,000
Preferred A 53,000 0.0010 53
Preferred B 600,000 1,000,000 600,000,000,000
Preferred C 760,000 0.0010 760
Total Outstanding Shares on “as if converted” basis 600,025,834,813
In February of 2019 the Company merged with Eagle Oil Holding Company and the President of Green Stream Holdings, Madeleine Cammarata was issued 600,000 founder Preferred B shares. The Preferred B shares would be convertible at a rate of 1,000,000 common shares for each share of Preferred B. The President correspondingly has 600,000,000 voting common shares at her control.
On 6/14/2019 the Company determined that it would act as its own transfer agent for all preferred shares and continue to use VStock as the transfer agent for the issuance of common shares.
NOTE 6 – INCOME TAXES
Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.
Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended April 30, 2019 and 2018 for U.S. Federal Income Tax and for the State of Wyoming.
A reconciliation of income taxes at statutory rates with the reported taxes follows:
April 30, 2019 April 30, 2018
Loss before income tax benefit $ 112,714 $ –
Expected income tax benefit (37,650 ) –
Non-deductible expenses – –
Tax loss benefit not recognized for book purposes, valuation allowance $ 37,650 $ –
Total income tax $ – $ –
The Company has net operating loss carry forwards in the amount of approximately $112,714 that will expire beginning in 2029. The deferred tax assets including the net operating loss carry forward tax benefit of $112,714 total $37,650 which is offset by a valuation allowance. The other deferred tax assets include accrued officer compensation, stock based compensation, and amortization.
F-25
The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits.
The Company has no tax position at April 30, 2019 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at April 30, 2019. The open tax years are from 2019 through 2029.
NOTE 7 – RELATED PARTY TRANSACTIONS
During the three months ended April 30, 2019 and 2018, the Company’s CEO had advanced $66,762 and $0, respectively of personal funds. As of April 30, 2019 and 2018 the Company owed the CEO $66,762 and $0 respectively.
NOTE 8 - SUBSEQUENT EVENTS
Subsequent to April 30, 2019 an affiliate of former management and Eagle Oil made claim to approximately 400,000 shares of Preferred B stock of the Company. With respect to this claim, the required consideration associated with the claim was not exchanged between the two parties, therefore making their agreement not executable as a promissory Note; nullifying any further interest at that time. Because of this, the Company has not recorded or reflected an accrual in their financial statements associated with this claim. No shares associated with this claim were issued to [or converted by] the affiliate party of former management described above. We believe the claim expressed above as frivolous with no merit, and consider it as a potential breach of fiduciary duty committed by former management and its affiliate. The Company reserves all rights granted to it under the law to pursue future litigation associated with this claim. As of the date of this Report, the Company does not believe this transaction meets definition of a loss or gain contingency as defined by GAAP to be recorded or reflected in the financial statements
©
Paul Con and Ken Williams nonsense again!! Anyone with proven ownership of shares that feels they've been wronged, runs to court and files a lawsuit eh? i've been hearing these idle threats for almost 9 months now! Why haven''t the "CON" crew taken any action? Time to ignore these clowns...
The "Liabilities" that i think are being questioned are NOT recognized because they are FAKE!!!!
You must like pretending eh? Sounds like your in la la land with all the fake preferred shares.LOL
You know exactly who he is! I'm sure he'll be calling you soon. You'll be finding out soon enough...
Of course there is. Paul CON, Ken Williams, Steve Taub Etc etc etc have been committing Securities fraud for years. Leopards don't change their spots eh?
Don't forget Steve Taub!! Did he put you up this posting false nonsense. I guess time will tell eh? tick tock tick tock
Paul Con, Ken or whomever, why don't you try converting them and see what happens eh?
Yes disturbing that Paul Con, Ken Williams and the crew keep moving the FAKE DEBT around to different tickers and converting illegal notes. But that's coming to an end real real soon...
Travis they have been trying to extort this company since last year. Many reasons why they haven't filed a lawsuit, no $$$, no "real" proof. But i'll bet they'll be in court on other matters
Curry the "only" legal action coming Ken Williams and Paul Con's way, is not what they were wishing for!!! LOLOL
What is true is Paul CON, Ken Williams and Petey Matousek have been using the FAKE debt on numerous tickers including PSRU and the NOW Corp.!!! Yeah just a matter of time before the Feds put these clowns to sleep eh??
Pre-market bid and ask has moved up. Could be another positive day today...
By approving the REGA i think they already saw it that way. LOL
sounds convoluted and incestuous. Must be why the REGA was worded the way it was. I think you just spelled it out why it was ...eh?
I operate in the land of reality, not fantasy island. OBTW maybe you gave them a bogus $50 and that's why you got back a bogus $20.? Hows that for a response eh?
lawsuits are filed online. But you'll be finding that out soon enough. lol maybe you should stop smoking that stuff!!!
Is there a reason the CON crew hasn't filed a lawsuit to collect on their "debts" or "notes"?
We know that all the Pr's that NOW puts out are FAKE. Why read FAKE NEWS eh?
Paul CON, Ken, Steve Taub etc. all from the same cesspool eh?
It's funny Ken how all the same names appear as "debt holders" in NOW Corp.? What a coincidence eh??
I'll give you a fact!! The pictures of the share certificates that YOU POSTED were that of "Eagle Oil" a NV Corp right? I checked and GSFI is a WY Corp. So good luck with that!!!!!
Let's see Ken, could that be the "same" $5mil "debt" that has been shipped around numerous tickers that you were the CEO or Pres of ?? I guessing all the bogus "debt" that you and your crew have been converting for years is about to bite you in the ASS!!!!
Whats even funnier is nobody is reading Ken's tweets. I guess most peeps know who the scammers are. Not believable. LOL
It appears Ken, Paul CON and the crew tell a lot of stories!!!
Obviously you have NO legal advice, because your KHAN (CON) crew would have filed a lawsuit against the company. I guess you have no legal grounds or no $$$ to hire an attorney.
Looks like Paul CON and his crew have a history of creating bogus paperwork?? OBTW Iv'e just begun the "deep analysis"!!!!!
SloGin Wednesday, 12/04/19 11:50:25 AM
Re: stockbane post# 16763 0
Post #
16766
of 16868
Lenny Lovello and Paul Khan our 2 Canada scammers FINRA is a regulator like SEC and OTC is the venue. They tried to do a RS FINRA kicked it back!
According to TRUE Pref shareholders, they were notified by FINRA
I was looking for 0001 plays I inquired if you call MMG and identify yourself + sign a nondisclosure doc they will FedEx you a copy that you need to sign.
It wants the resolution of some Nadar note and explanation of PSRU and MNGG tickers + proof of payment sand sale agreement from MMG to Xaviar. They say "we have the Natario sale to MMG however we are missing the MMG sale to Xaviar"
So IMO Lenny Lovello and Paul Khan our 2 Canada scammers screwed us here on PSRU!
The CEO Xavier is a moron! UNREAL !!!
I think Paul CON and his felonious crew have No chance of getting anything converted. If they had anything "real" they would have filed a lawsuit in court months ago. But when you've got nothing, you've got nothing. LOL
Well if you'd like to know, it's someone from your team!!! This individual would now like to distance themself from you and Ken!!
Tell him i don't know the "baron". I've been here for 15+ years. Most peeps know ME!!!! LOLOL OBTW i'm told the SEC requested that info published in the RegA, they really want to put an end to Paul CON and his scamming crew!!!
Ken's wrong. But i'll tell you what i'm sure he already knows. The SEC knows all about the scam the crew has been trying to pull off. Thank goodness for the RegA disclosure!!!