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EX-32 - EXHIBIT 32.2 - CES Synergies, Inc.exhibit322.htm
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EX-31 - EXHIBIT 31.1 - CES Synergies, Inc.exhibit311.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

 

[X]

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

 

For the fiscal year ended March 31, 2013

or

 

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

 

For the transition period from _____________________ to ___________________________

 

Commission file number 333-183659

 

GREEN LIVING CONCEPTS  INC.

( Exact name of registrant as specified in its charter)

 

                                            Nevada

 

46-0839941

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

Incorporation or organization)

 

 

 

   1810 E. Sahara Avenue, Suite 1495

Las Vegas, Nevada

 

89104

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (702) 866-9960

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class

 

Name of each exchange on

which registered

Common Stock

 

 

$0.001 par value

 

None

 

Securities registered under Section 12(g) of the Exchange Act:

 

None

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act     Yes [   ]   No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. [   ]

 

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 


 

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [ X ]   No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [ X ]   No [   ]

 

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this From 10-K.  [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   

 

Large accelerated filer [   ]                      Accelerated filer [   ]

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

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter

 

As of March 31, 2013, the aggregate market value of voting stock held by non-affiliates of the registrant, based on the price at which the common equity was sold, was $Nil. As of June 10, 2013, the aggregate market value of voting stock held by non-affiliates of the registrant, based on the price at which the common equity was sold, was approximately $36,200. As of June 10, 2013, the registrant had 11,525,000 shares of Common Stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Articles of Incorporation, Bylaws and Subscription Agreement are incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on August 31, 2012.

 

 


 

 

 

TABLE OF CONTENTS

 

 

Part I

Page No.

 

 

 

Item 1.

Business

4

Item  1.A

Risk Factors

5

Item 2.

Properties

10

Item 3.

Legal Proceedings

10

Item 4.

Mine Safety Disclosures (Not Applicable)

10

 

 

 

 

Part II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

10

Item 6.

Selected Financial Data

11

Item 7.

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

11

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

14

Item 8.

Financial Statements and Supplementary Data

14

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

31

Item 9 A.

Controls and Procedures

31

 

 

 

 

Part III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

31

Item 11.

Executive Compensation

32

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

34

Item 13.

Certain Relationships and Related Transactions, and Director Independence

35

Item 14.

Principal Accounting Fees and Services.

35

 

 

 

 

Part IV

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules.

36

 

Signatures

37

 

 


 

 

GREEN LIVING CONCEPTS  INC.

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

  • the uncertainty of profitability based upon our history of losses;
  • risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
  • risks related to our international operations and currency exchange fluctuations; and
  • other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

 

As used in this annual report, the terms “we”, “us”, “our”, the “Company” and “Green Living Concepts ”  mean Green Living Concepts  Inc. and its subsidiary, unless otherwise indicated.

 

Item 1.    BUSINESS

 

Our Business

 

Green Living Concepts Inc. is a consulting firm specializing in construction and renovation with an eco-conscious focus. We serve both residential and commercial clients on projects of various degrees of complexity. We consult on a variety of areas, including recycling and waste management, eco-friendly building material selection, water conservation and energy efficiency, interior design, renovations for improved sustainability and energy efficiency, and assessment services.

 

Our current services include:

 

Energy Efficiency and Water Conservation

 

We perform a comprehensive energy and water usage audit and examine areas where energy and water efficiency can be improved. The audit is done with a site visit by a consultant. After the audit is completed, a comprehensive report is generated that outlines areas of possible improvement and a list of recommendations. The goal of our recommendations is to minimize resource and energy use without compromising current living and working standards. We charge an hourly rate for the visit and compilation of the report. The client may also choose to retain us to assist in implementation of the recommendations. As well as a standalone one-off service, we offer this analysis prior to commencement of projects that are broader in scope, such as major renovations.

 

4

 


 

Interior Design

 

We work with clients to design spaces that are energy efficient, low in toxins and allergens, and feature eco-friendly materials.

 

Green Living Concepts offers a comprehensive range of design services that take into account everything from green roofs and solar panels to low toxicity paints and natural fiber carpets. Our services include interior design of spaces, recommendations on finishes, and sourcing materials for customers. We also coordinate with contractors or assist the client in securing a reliable contractor.

 

Renovation and New Construction Projects

 

We work on renovations of homes, condo units and commercial spaces. Our consultants can be engaged at any stage of the project to help the client create a healthy, eco-friendly, beautiful space that will enhance their daily life. We consider the following areas in the consulting process: toxicity of building materials, natural and artificial lighting, allergen reduction and air quality, heating and air conditioning, waste removal and management, energy efficiency and insulation.

 

Some services we offer include a one-time eco-audit for a new client. The end result is a comprehensive report with our recommendations for improvements in the six key areas mentioned above.

 

Patent, Trademark, License and Franchise Restrictions and Contractual Obligations and Concessions

 

We do not own, either legally or beneficially, any patents or trademarks.

Research and Development Activities

 

Other than time spent researching our proposed business we have not spent any funds on research and development activities to date. We do not currently plan to spend any funds on research and development activities in the future.

Compliance with Environmental Laws

 

We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business. 

 

Employees

 

As of the date of this Annual Report we have three full-time employees including the Company’s officers Semyon Erenburg, our President and Chief Executive Officer and Larisa Galchuk, our Chief Financial Officer, Treasurer and Secretary.  Our officers and directors are responsible for planning, developing and operational duties, and will continue to do so throughout the early stages of our growth.

 

Reports to Securities Holders

 

We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

Item 1A. RISK FACTORS

 

We face intense competition in our industry. If we are unable to compete successfully, our business will be seriously harmed.

 

5

 


 
 

The eco-consulting market is highly competitive and has very low barriers to entry. Our competitors vary in size and in the variety of services they offer. Many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources and an established client base. These competitors may be able to devote greater resources to the promotion and sales of their services than we can. If we fail to compete successfully against our competitors, our business could be harmed.

 

Our auditors have issued a going concern opinion, meaning there is substantial uncertainty whether we will continue operations.

 

Our auditors have issued a going concern opinion in their report dated June 5, 2013. This means that, as of the time of the opinion, there was substantial doubt that we could continue as an ongoing business for the next twelve months. We have generated $44,445 for the year ended March 31, 2013 (March 31, 2012: $18,300). Further, we posted net loss of $44,095 for the year ended March 31, 2013 (March 31, 2012: $30,870). These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans for our continued existence include selling additional stock and borrowing additional funds to pay overhead expenses.  Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds.  Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and its ability to continue in existence. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Our business relies on our ability to attract new customers. If we are unable to attract new customers, our business will fail.

 

Our future growth is dependent on our ability to attract new customers and our ability to sell additional services to our existing customers. We rely on online marketing and referrals from existing customers and other business associates to attract new customers. We also rely on selling additional services to our new or existing clients for additional revenue. If we are unable to attract new customers or sell additional services to our existing customers, our revenue will likely decline and our business will fail.  

 

We lack an operating history. There is no assurance our future operations will result in profitable revenues.  If we cannot generate sufficient revenues to operate profitably, our business will fail.

 

We were incorporated on April 26, 2010, have generated $63,785, in revenues and incurred $109,449 in operating costs since inception.  As of March 31, 2013, we had deficit accumulated during the development stage of $(76,293). We have a limited operating history upon which an evaluation of our future success or failure can be made.  Based upon current plans, we expect to continue generating revenues. However our revenues may not be sufficient to cover our operating costs.  We cannot guarantee that we will be successful in generating significant revenues in the future.  Failure to achieve a sustainable sales level will cause us to go out of business.

 

We will not be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until the end of the second fiscal year reported upon in our second annual report on form 10-K.

 

The Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the Securities and Exchange Commissions, the Financial Industry Regulatory Authority (“FINRA”) and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. These costs could affect profitability and our results of operations.

 

We are in the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404. We will not be required to conduct the evaluation of effectiveness of our internal controls until the end of the fiscal year reported upon in our second annual report on Form 10-K. In addition, because we are a smaller reporting company, we are not required to obtain the auditor attestation of management’s evaluation of internal controls over financial reporting.

 

6

 


 

If we obtain and disclose such reports we could continue doing so at our discretion so long as we remain a smaller reporting company. This process of internal control evaluation and attestation may divert internal resources and will take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and re-evaluate our financial reporting. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Act.  

 

We depend on key personnel.

 

Our future  success  will  depend  in  part  on the  continued  service  of key personnel,  particularly, Semyon Erenburg, our  President, Chief Executive Officer and Director and Larisa Galchuk, our Chief Financial Officer and Director.  We have not entered into consulting or employment agreements with our officers and directors. If any of our directors and officers will choose to leave the company, we will face significant difficulties in attracting potential candidates for replacement of our key personnel due to our limited financial resources and operating history. In addition, the loss of any key employees or the inability to attract or retain qualified personnel could delay our plan of operations and harm our ability to provide services to our current customers and harm the market’s perception of us.

 

Our officers, directors, consultants and advisors are not obligated to commit their time and attention exclusively to our business and therefore they may encounter conflicts of interest with respect to the allocation of time and business opportunities between our operations and those of other businesses.

 

Our directors are not obligated to commit their time and attention exclusively to our business and, accordingly, they may encounter conflicts of interest in allocating their own time, or any business opportunities that they may encounter, between our operations and those of other businesses.

 

Currently, Semyon Erenburg, our President, and Director, Larisa Galchuk our Treasurer, Chief Financial Officer and Director and Lyubov Zimmerman or Director each commit between 20% and 25% of their time to our business in their capacities as officers and directors. Nevertheless, if the execution of our business plan demands more time than is currently committed by any of our officers, directors, consultants or advisors, they will be under no obligation to commit such additional time, and their failure to do so may adversely affect our ability to carry on our business and successfully execute our business plan.

 

Additionally, all of our officers and directors, in the course of their other business activities, may become aware of investments, business or information which may be appropriate for presentation to us as well as to other entities to which they owe a fiduciary duty. They may also in the future become affiliated with entities that are engaged in business or other activities similar to those we intend to conduct. As a result, they may have conflicts of interest in determining to which entity particular opportunities or information should be presented. If, as a result of such conflict, we are deprived of investments, business or information, the execution of our business plan and our ability to effectively compete in the marketplace may be adversely affected.

 

None of the members of our Board of Directors are considered audit committee financial experts. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

 

Our Board of Directors are inexperienced with U.S. GAAP and the related internal control procedures required of U.S. public companies. Management has determined that our internal audit function is also significantly deficient due to insufficient qualified resources to perform internal audit functions. Finally, we have not established an Audit Committee of our Board of Directors.

 

We are a development stage company with limited resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

7

 


 

For these reasons, we are considering the costs and benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel.  If the result of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will be unable to report favorably as to the effectiveness of our internal control over financial reporting and/or our disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our financial reports which could have an adverse effect on our stock price and potentially subject us to litigation.

 

We do not intend to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

 

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future.  To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may likely prohibit the payment of a dividend.  Because we do not intend to declare dividends, any gain on an investment in Green Living Concepts Inc. will need to come through appreciation of the stock’s price.

 

Because our Directors, who are also our sole promoters, own 60.74% of our outstanding common stock, they could make and control corporate decisions that may be disadvantageous to other minority shareholders.

 

Our Directors own 60.74% of the outstanding shares of our common stock as of the date of this report.  Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets.  They will also have the power to prevent or cause a change in control.  The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

 

There is no public (trading) market for our common stock and there is no assurance that the common stock will ever trade on a recognized exchange or dealers’ network; therefore, our investors may not be able to sell their shares.

 

Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock.  We have not taken any steps to enable our common stock to be quoted on the OTC Bulletin Board, and can provide no assurance that our common stock will ever be quoted on any quotation service or that any market for our common stock will ever develop.  As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock.  We cannot assure you that any brokerage firm will act as a market maker of our securities.  A trading market may not develop in the future, and if one does develop, it may not be sustained.  If an active trading market does develop, the market price of our  common  stock is  likely to be highly volatile due to, among other  things,  the nature of our business and because we are a new public company with a limited operating  history.  Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders.  The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time.  The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:

                  -   variations in our quarterly operating results;

                  -   changes in general economic conditions;

                  -    loss of a major customer, partner or joint venture participant; and

                  -    the addition or loss of key managerial and collaborative personnel.

  

The equity markets have, on occasion,  experienced  significant price and volume fluctuations that have affected the market prices for many companies' securities and that  have  often  been  unrelated  to the  operating  performance  of these companies.  Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.  As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

8


 

You could be diluted from our future issuance of capital stock and derivative securities.

As of June 10, 2013, we had 11,525,000 shares of common stock outstanding and no shares of preferred stock outstanding.  We are authorized to issue up to 75,000,000 shares of common stock and no shares of preferred stock.  To the extent of such  authorization,  our Board of  Directors  will have the  ability, without seeking stockholder approval, to issue additional shares of common stock or  preferred  stock  in the  future  for  such  consideration  as the  Board of Directors may consider  sufficient.  The issuance of additional common stock or preferred stock in the future may reduce your proportionate ownership and voting power.

The company is subject to the 15(D) reporting requirements under the Securities Exchange Act of 1934, which does not require a company to file all the same reports and information as a fully reporting company.

 

Until our common stock is registered under the Exchange Act, we will not be a fully reporting company, but only subject to the reporting obligations imposed by Section 15(d) of the Securities Exchange Act of 1934. Pursuant to Section 15(d), we will be required to file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, once our registration statement is declared effective, including the annual report on Form 10-K for the fiscal year during which the registration statement is declared effective. That filing obligation will generally apply even if our reporting obligations have been suspended automatically under section 15(d) of the Exchange Act prior to the due date for the Form 10-K.  

 

After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; the company will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.

 If our common stock is accepted for quotation on the OTC Bulletin Board, the application of the “Penny Stock” rules could adversely affect the market price of our common shares and increase your transaction costs to sell those shares.  The Securities and Exchange Commission has adopted Rule 3A51-1, which establishes the definition of a “Penny Stock,” for the purposes relevant to us, as any equity security that has market price of less than $5.00 per share or within an exercise price of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, Rule 15G-9 require:

                 -   that a broker or dealer approve a person's account for transactions in penny stocks; and           

                 -   the broker or dealer receive from the investor a written agreement to the transaction, setting forth the

                     identity and  quantity of the penny stock to be purchased.

 

 In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 

                   -   obtain financial information and investment experience objectives of the person; and     

 -   make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has  sufficient knowledge and experience in financial matters to be capable of evaluating the risks of  transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

 

  -   sets forth the basis on which the broker or dealer made the suitability determination; and 

 -   that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 

9

 


 

You may face significant restrictions on the resale of your shares due to state “Blue Sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

 

Item 2.        PROPERTIES

 

We do not hold ownership or leasehold interest in any property and pay our office rent on a monthly basis.

 

Item 3.        LEGAL PROCEEDINGS

 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

 

Item 4.        MINE SAFETY DISCLOSURES (NOT APPLICABLE)

 

PART II

 

 

Item 5.       MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information

 

Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock.  As of March 31, 2013 we have not taken any steps to enable our common stock to be quoted and can provide no assurance that our common stock will ever be quoted on any quotation service or that any market for our common stock will ever develop. 

 

Holders.

 

As of June 10, 2013, there were 33 record holders of 11,525,000 shares of the Company's common stock.

 

Dividends.

 

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

None.

 

Recent sales of unregistered securities.

 

There were no sales of unregistered securities during the year ended March 31, 2013.

 

10

 


 

We completed an offering of 7,000,000 shares of our common stock at a price of $0.001 per share to our Directors Semyon Erenburg (3,500,000) and Larisa Galchuk (3,500,000) on June 15, 2011.  The total amount received from this Offering was $7,000.  We completed this offering pursuant to Regulation S of the Securities Act.

The offer and sale of all shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act.  The investor acknowledged the following: subscriber is not a United States Person, nor is the subscriber acquiring the shares directly or indirectly for the account or benefit of a United States Person.  None of the funds used by the subscriber to purchase the units have been obtained from United States Persons.  For purposes of the Subscription Agreement, “United States Person” within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;  (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the years ended March 31, 2013 and 2012.

 

Item 6.  SELECTED FINANCIAL DATA

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.

 

Results of Operations

 

For the year ended March 31, 2013 compared to the year ended March 31, 2012

 

Our results of operations, as reported in our consolidated financial statements, incorporate results of operations of our wholly owned subsidiary Green Living Concepts (Canada) Inc. All significant intercompany balances and transactions have been eliminated on consolidation.

 

11

 


 

Revenue

 

We generate revenue from consulting services. Our gross revenue for the year ended March 31, 2013, was $44,445, compared to $18,300 for the year ended March 31, 2012. 

 

During the year ended March 31, 2013 our revenue derived from consulting assessment services on sustainability and energy efficiency of business premises, consulting and sourcing of insulation (soya based spray foam insulation and cellulose fiber insulation) and consulting, sourcing and installation of water pumps. During the year ended March 31, 2012 our revenue derived from consulting, sourcing and installation of ductless air conditioners. All equipment installations were done by third party contractors. Our cost of revenues for the year ended March 31, 2013, was $13,281 (March 31, 2012: $15,613) resulting in a gross profit of $31,164 (March 31, 2012: $2,687). The increase in revenues during the year ended March 31, 2013 compared to the year ended March 31, 2012 was attributable to an increase in number of consulting projects accomplished during our fiscal 2013.

 

Operating Costs and Expenses

 

The major components of our expenses for the years ended March 31, 2013 and 2012 are outlined in the table below:

 

 

For the Year

Ended

March 31,

2013

 

 

For the Year

Ended

March 31,

2012

 

 

Increase

(Decrease)

$

 

 

 

 

 

Depreciation

$                              495

 

$                                      -

N/A

Professional fees

11,744

 

1,250

N/A

Officer compensation

4,800

 

8,000

(3,200)

Office

1,027

 

12,908

(11,881)

Other

11,679

 

11,030

649

Salaries

41,837

 

-

N/A

 

$                        74,582

 

$                            33,188

 

 

The increase in our operating costs for the year ended March 31, 2013, compared to our fiscal 2012, was due to an increase in our corporate activities, an increase in expenses related to implementation of our business plan and an increase in professional fees associated with preparation of our Registration Statement. During the year ended March 31, 2013 we purchased new computer equipment and recorded a depreciation expense of $495 for the year. We incurred $11,744 (March 31, 2012: $1,250) in professional fees during our fiscal 2013. These fees consisted of audit, accounting and legal fees incurred by the company in relation to the audit of our financial statements and preparation of our Registration Statement on the Form S-1 and transfer agent fees.

 

The President of the Company provides management consulting services to the Company. During the year ended March 31, 2013, management consulting services of $2,400 (March 31, 2012: $4,000) were charged to operations. The Chief Financial Officer of the Company provides consulting services to the Company. During the year ended March 31, 2013, consulting services of $2,400 (March 31, 2012: $4,000) were charged to operations. A portion of consulting services directly related to sales provided by the President and Chief Financial Officer totaling $4,800 was reported as cost of sales as of March 31, 2013.

 

Other expenses of $11,679 represent bank charges of $457, filing fees of $4,915, office rent of $2,445 and travel expenses of $3,862. The increase in these costs was attributable to implementation of our business plan and general corporate activities. In addition to operating expenses, the company incurred $677 in foreign currency transaction losses as of March 31, 2013 (March 31, 2012: $369).

 

12

 


 

Liquidity and Capital Resources

Working Capital

 


March 31, 2013

 

 

 

March 31, 2012

 

Current Assets

$

27,244

$

8,945

Current Liabilities

$

71,714

$

34,143

Working Capital Deficiency

$

(44,470)

$

(25,198)

 

 

Cash Flows

 

The table below, for the periods indicated, provides selected cash flow information:

 

 

For the Year

Ended
March 31,
2013

 

 

 

For the Year

Ended
March 31,
2012

 

Cash provided by (used in) operating activities

$

(6,149)

$

1,945

Cash used in investing activities

$

(2,472)

$

-

Cash provided by financing activities

$

26,800

$

7,000

Net increase (decrease) in cash

$

18,179

$

8,945

 

We have generated revenues of $44,445 during the year ended March 31, 2013 compared to $18,300 during our fiscal 2012. In addition to cash received from consulting services, we received proceeds from common share subscriptions of $26,800 during the year ended March 31, 2013, and the issuance of 7,000,000 shares of common stock at $0.001 per share during the year ended March 31, 2012.  We had no other sources of cash inflow during the reporting periods. 

We anticipate that for the next 12 months we will be generating cash from the same revenue stream, consulting services. We intend to increase our revenues by offering other services and products to our existing clients. These services will provide additional cash inflow for our working capital. There is no guarantee that our clients will choose to purchase one or more of these services.

Cash Flows from Operating Activities

 

Our cash flows from operating activities represent the most significant source of funding for our operations. The major uses of our operating cash include funding payroll (salaries, bonuses and benefits), general operating expenses (marketing, travel, computer, legal and professional expenses, and office rent) and cost of revenues. Our cash provided by operating activities generally follows the trend in our net revenues and operating results.

 

Our net cash used in operating activities of $6,149 for the year ended March 31, 2013 was primarily the result of our net income plus non-cash charges, such as depreciation and amortization. Cash flows resulting from changes in assets and liabilities include an increase in prepaid expenses of $120, in accounts payable and accrued liabilities of $26,957, in amounts due to related parties of $9,600 and the increase in payroll taxes payable of $1,014. The increase in accounts payable and accrued liabilities reflected the increase in our general operating expenses incurred during the year ended March 31, 2013 that remained unpaid at the end of the reporting period. The increase in payroll taxes payable was due to payroll taxes owed by the company at the end of March of 2013. These taxes were remitted subsequent to March 31, 2013.

 

We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors including fluctuations in our net revenues and operating results, utilization of new revenue streams, collection of accounts receivable, and timing of billings and payments.

 

13

 


 

Cash Flows from Investing Activities

 

We did not generate any cash from investing activities during the years ended March 31, 2013 and 2012. The only cash used in investing activities was cash that we paid for the purchase of the computer equipment during the year ended March 31, 2013. We paid $2,472 for computer equipment. We may invest in computer equipment and software during our current fiscal year, subject to financing. Depreciation expense will also be affected by the addition of computer equipment to our pool of capital assets.

 

Cash Flows from Financing Activities

 

During the year ended March 31, 2013, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. As at March 31, 2013 the Company has received $26,800 in share subscription funds. This offering was closed subsequent to the year end.  The Company has sold 4,525,000 common shares at $0.008 per share for total proceeds of $36,200 pursuant to this Registration Statement. During the year ended March 31, 2012 the Company sold 7,000,000 shares of common stock at par to the Company Directors for $7,000 in cash.

Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek, in addition to equity financing, other sources of financing (e.g. bank loan, line of credit, shareholder loan) on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all.   If we are unable to generate profits sufficient to cover our operating costs or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations.  Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of the Company’s operations.

 

Future Financings

 

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.  However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months.  We do not have any arrangements in place for any future equity financing.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

 

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

14

 


 

GREEN LIVING CONCEPTS INC.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2013

 

 

 

 

Index to Consolidated Financial Statements

 

Contents

Page (s)

 

 

Report of Independent Registered Public Accounting Firm

F-1

 

 

Consolidated Balance Sheets at March 31, 2013 and 2012

F-2

 

 

Consolidated Statements of Operations for the Years Ended March  31, 2013 and 2012 and cumulative since Inception

F-3

 

 

Consolidated Statement of Stockholders’ Equity (Deficit) for the Period from April 26, 2010 (Inception) through March 31, 2013

F-4

 

 

Consolidated Statements of Cash Flows for the Years Ended March 31, 2013 and 2012 and cumulative since Inception

F-5

 

 

Notes to the Consolidated Financial Statements

F-6

 

 

 

 

15

 


 

RONALD R. CHADWICK, P.C.

Certified Public Accountant

2851 South Parker Road, Suite 720

Aurora, Colorado  80014

Telephone (303)306-1967

Fax (303)306-1944

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Board of Directors

Green Living Concepts Inc.

Las Vegas, Nevada

 

I have audited the accompanying consolidated balance sheets of Green Living Concepts Inc. (a development stage company) as of March 31, 2013 and 2012, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended, and for the period from April 26, 2010 (inception) through March 31, 2013. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

 

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

 

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Green Living Concepts Inc. as of March 31, 2013 and 2012, and the consolidated results of its operations and its cash flows for the years then ended, and for the period from April 26, 2010 (inception) through March 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements the Company has suffered a loss from operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Aurora, Colorado                                                                                                    /s/Ronald R. Chadwick, P.C.

June 5, 2013                                                                                                             RONALD R. CHADWICK, P.C.

 

 

 

 

F-1

 


 

GREEN LIVING CONCEPTS INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

March 31,

2013

 

March 31,

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash

 

 

 $                              27,124

 

 $                         8,945

 

 

 

Prepaid expenses

 

                            120

 

                        -

 

 

 

 

   Total current assets

                       27,244

 

                 8,945

 

 

 

Computer equipment, net

                         1,977

 

                        -

 

 

Total Assets

 

 $                              29,221

 

 $                         8,945

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 $                              53,100

 

$                       26,143

 

 

 

Accounts payable - related party

                       17,600

 

8,000

 

 

 

Payroll taxes payable

                         1,014

 

-

 

 

 

 

   Total current liabilities

                       71,714

 

34,143

 

 

Total Liabilities

 

                       71,714

 

34,143

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit):

 

 

 

 

 

 

Common stock, par value $0.001 per share, 75,000,000 shares authorized;

 

 

 

 

 

 

 

7,000,000 shares issued and outstanding

                         7,000

 

                 7,000

 

 

 

Common stock subscription

                       26,800

 

                        -

 

 

 

Accumulated deficit

                     (76,293)

 

             (32,198)

 

 

 

 

   Total stockholders' equity (deficit)

                     (42,493)

 

             (25,198)

 

 

Total Liabilities and Stockholder's Equity (Deficit)

 $                              29,221

 

 $                         8,945

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements

 

 

 

F-2

 


 

 

GREEN LIVING CONCEPTS INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

Cumulative

From Inception

(April 26, 2010)

Through March 31,

2013

 

 

 

 

 

 

Year

Ended

March 31,

2013

 

Year

Ended

March 31,

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues, net

 

 

 

 

 $                        44,445

 

 $                          18,300

 

 $                           63,785

Cost of Revenues

 

 

 

                13,281

 

                     15,613

 

                      29,583

Gross Profit

 

 

 

 

                31,164

 

                       2,687

 

                      34,202

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

General and administrative-

 

 

 

 

 

 

 

 

Depreciation

 

 

 

                     495

 

                              -

 

                           495

 

Legal - Organization costs

 

 

                          -

 

                              -

 

                           813

 

Professional fees

 

 

 

                14,744

 

                       1,250

 

                      15,994

 

Office

 

 

 

 

                  1,027

 

                     12,908

 

                      13,935

 

    Officer compensation

 

 

 

                  4,800

 

                       8,000

 

                      12,800

 

Other

 

 

 

 

                11,679

 

                     11,030

 

                      23,575

 

Salaries

 

 

 

 

                41,837

 

                            -

 

                      41,837

 

           Total operating expenses

 

 

                74,582

 

                     33,188

 

                    109,449

Income (Loss) from Operations

 

 

               (43,418)

 

                   (30,501)

 

                    (75,247)

 

 

 

 

 

 

 

 

 

Other (Income) Expense

 

 

 

 

 

 

 

 

 

   Foreign currency transaction loss

 

 

                     677

 

                          369

 

                        1,046

 

           Total Other (Income) Expense

 

                     677

 

                          369

 

                        1,046

 

 

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

                        -

 

                            -

 

                                -

Net Income (Loss)

 

 

 

 $                      (44,095)

 

 $                        (30,870)

 

 $                         (76,293)

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) Per Common Share:

 

 

 

 

 

 

 

 

Net income (loss) per common share - Basic and Diluted

 $                           (0.01)

 

 $                             (0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares

 

 

 

 

 

 

 

Outstanding - Basic and Diluted

 

 

           7,000,000

 

                5,695,890

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements

 

 

F-3


 

GREEN LIVING CONCEPTS INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (APRIL 26, 2010)

THROUGH MARCH 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common

Stock

Subscription

 

 

 

 

 

 

 

 

 

Common stock

 

 

Accumulated

Deficit

 

 

 

Description

 

Shares

 

Amount

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - April 26, 2010

 

 

 

                       -

 

 $                           -

 

 $                               -

 

$                                -

 

$                                   -

 

Net loss for the period

 

 

 

                       -

 

                       -

 

                    -

 

                  (1,328)

 

                   (1,328)

 

Balance - March 31, 2011

 

 

 

                      -

 

                       -

 

                    -

 

                  (1,328)

 

                   (1,328)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash at $0.001 per share

        7,000,000

 

                7,000

 

                    -

 

                           -

 

                     7,000

 

Net income for the year

 

 

 

                      -

 

                       -

 

                    -

 

                (30,870)

 

                 (30,870)

 

Balance - March 31, 2012

 

 

 

        7,000,000

 

               7,000

 

                    -

 

                (32,198)

 

                 (25,198)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock subscription

 

 

 

                       -

 

                       -

 

            26,800

 

                           -

 

                   26,800

 

Net loss for the year

 

 

 

                      -

 

                       -

 

                    -

 

                (44,095)

 

                 (44,095)

 

Balance - March 31, 2013

 

 

 

        7,000,000

 

$                   7,000

 

 $                     26,800

 

$                    (76,293)

 

 $                       (42,493)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to the consolidated financial statements

 

 

 

 

 

F-4

 


 

GREEN LIVING CONCEPTS INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative

From Inception

(April 26, 2010)

Through March 31,

2013

 

 

 

 

 

 

 

Year

Ended

March 31,

2013

 

Year

Ended

March 31,

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

 

 

 $                      (44,095)

 

 $                   (30,870)

 

 $                        (76,293)

 

Adjustments to reconcile net (loss) to net cash

 

 

 

 

 

 

 

(used in) operating activities:

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

                        495

 

                         -

 

                           495

 

 

Changes in Current Assets and Liabilities-

 

 

 

 

 

 

 

 

   Accounts receivable

 

 

 

                            -

 

                  1,040

 

                               -

 

 

   Prepaid expenses

 

 

 

                     (120)

 

                         -

 

                         (120)

 

 

   Accounts payable and accrued liabilities

 

                   26,957

 

                23,775

 

                      53,100

 

 

   Accounts payable - related party

 

 

                     9,600

 

                  8,000

 

                      17,600

 

 

   Payroll taxes payable

 

 

 

                     1,014

 

                          -

 

                        1,014

Net Cash Provided by (Used in) Operating Activities

 

                  (6,149)

 

                   1,945

 

                      (4,204)

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

                  (2,472)

 

                         -

 

                      (2,472)

Net Cash (Used in) Investing Activities

 

 

                  (2,472)

 

                         -

 

                      (2,472)

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

                             -

 

                   7,000

 

                        7,000

 

Common stock subscription

 

 

 

                   26,800

 

                         -

 

                      26,800

Net Cash Provided by Financing Activities

 

 

                   26,800

 

                   7,000

 

                      33,800

 

 

 

 

 

 

 

 

 

 

 

 

Net Increase in Cash

 

 

 

                   18,179

 

                  8,945

 

                      27,124

Cash - Beginning of Period

 

 

 

                     8,945

 

                         -

 

                                -

Cash - End of Period

 

 

 

 $                        27,124

 

 $                        8,945

 

 $                          27,124

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

Interest

 

 

 

 

 $                                  -

 

 $                                -

 

 

 

 

Income taxes

 

 

 

 $                                  -

 

 $                                -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 See accompanying notes to the consolidated financial statements

 

 

F-5

 


 

GREEN LIVING CONCEPTS INC.

(A DEVELOPMENT STAGE COMPANY)

MARCH 31, 2013

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 – organization and operations

 

Green Living Concepts Inc.

 

Green Living Concepts Inc. (the “Company” or “GLCI”), was incorporated under the laws of the State of Nevada on April 26, 2010 (“Inception”). The Company specializes in assisting commercial and residential clients build and/or remodel their projects with sustainable and energy efficient solutions. The Company also provides assessment services that include a physical inspection, analysis and recommendations on improving sustainability of a business or residence.

 

Formation of Green Living Concepts (Canada) Inc.

 

On May 26, 2010, the Company formed a wholly owned subsidiary, Green Living Concepts Inc., an Ontario, Canada Corporation (“GLCI Canada”). GLCI Canada uses the U.S. Dollar as its reporting currency as well as its functional currency, however from time to time, GLCI Canada, incurs certain expenses in Canadian Dollars.

 

Note 2 – summary of significant accounting policies

 

Basis of presentation

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

 

Principles of consolidation

 

The accompanying consolidated financial statements include the accounts of Green Living Concepts Inc. and its subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Development stage company

 

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification.  Although, the Company has generated revenues it has incurred operating expenses and expenses associated with implementation of its business plan resulting in net operating losses for the reported periods and accumulated deficit since inception. The Company is devoting substantially all of its efforts on generating revenues and implementation of its business plan.  All losses accumulated since inception have been considered as part of the Company’s development stage activities.

 

Use of estimates and assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

The Company’s significant estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful lives of computer equipment; income tax rate, income tax provision and valuation allowance of deferred tax assets; its wholly-owned subsidiary’s functional currency and foreign currency exchange rate; and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

F-6

 


 

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.  Actual results could differ from those estimates.

 

Fair value of financial instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

 

 

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, and payroll taxes payable approximate their fair value because of the short maturity of those instruments. 

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

It is not however practical to determine the fair value of advances from stockholders due to their related party nature.

 

Carrying value, recoverability and impairment of long-lived assets

 

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include office equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

 

F-7

 


 

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes.  The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

 

The impairment charges, if any, is included in operating expenses in the accompanying consolidated statements of income and comprehensive income (loss).

 

Fiscal year end

 

The Company elected March 31 as its fiscal year end date.

 

Cash and cash equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.

 

Accounts receivable and allowance for doubtful accounts

 

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts.  The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts.  The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

 

Outstanding account balances are reviewed individually for collectability.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any.  Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.  The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.

 

At March 31, 2013 and 2012, there was no allowance for doubtful accounts. The Company does not have any off-balance-sheet credit exposure to its customers.

 

Office equipment

 

Office equipment is recorded at cost. Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred. Depreciation of office equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of five (5) years.  Upon sale or retirement of office equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

 

Related parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b.  Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.  trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d.  principal owners of the Company; e. management of the Company;

 

F-8

 


 

f.  other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.  Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  a. the nature of the relationship(s) involved ; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. aamounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Revenue recognition

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services.  Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

 

Foreign currency transactions

 

The Company applies the guidelines as set out in Section 830-20-35 of the FASB Accounting Standards Codification (“Section 830-20-35”) for foreign currency transactions.  Pursuant to Section 830-20-35 of the FASB Accounting Standards Codification, foreign currency transactions are transactions denominated in currencies other than the U.S. Dollar, which is the Company’s reporting currency and functional currency. 

 

F-9

 


 

Foreign currency transactions may produce receivables or payables that are fixed in terms of the amount of foreign currency that will be received or paid. 

 

A change in exchange rates between the reporting currency and the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows upon settlement of the transaction. That increase or decrease in expected reporting currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments.  Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.

 

GLCI Canada uses the U.S. Dollar as its reporting currency as well as its functional currency, however from time to time, GLCI Canada, incurs certain expenses in Canadian Dollars. The change in exchange rates between the U.S. Dollar and the Canadian Dollar, the currency in which a transaction is denominated increases or decreases the expected amount of reporting currency cash flows upon settlement of the transaction. That increase or decrease in expected reporting currency cash flows is a foreign currency transaction gain or loss that generally is included in determining net income (loss) for the period in which the exchange rate changes.

 

Income taxes

 

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  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 the statements of operations in the period that includes the enactment date.

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under paragraph 740-10-25-13, the Company may recognize the tax benefit  from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

F-10

 


 

The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at March 31, 2013 and 2012.

 

Net income (loss) per common share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.   Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 

There were no potentially dilutive shares outstanding for the years ended March 31, 2013 and 2012 or for the period from April 26, 2010 (inception) through March 31, 2013.

 

Cash flows reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

Recently issued accounting pronouncements

 

FASB Accounting Standards Update No. 2011-05

 

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements.

 

Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

 

  The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

 

F-11

 


 

FASB Accounting Standards Update No. 2011-08

 

In September 2011, the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount.

 

The guidance is effective for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.

 

FASB Accounting Standards Update No. 2011-10

 

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-10“Property, Plant and Equipment: Derecognition of in Substance Real Estate-a Scope Clarification” (“ASU 2011-09”). This Update is to resolve the diversity in practice as to how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse debt of the subsidiaries.

 

The amended guidance is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted.

 

FASB Accounting Standards Update No. 2011-11

 

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-11“Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS.

 

The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.

 

FASB Accounting Standards Update No. 2011-12

 

In December 2011, the FASB issued the FASB Accounting Standards Update No. 2011-12“Comprehensive Income:  Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 2011-12”). This Update is a deferral of the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in place before the issuance of Update 2011-05.

 

All other requirements in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements for fiscal years, and interim periods within those years, beginning after December 15, 2011.

 

F-12

 


 

Other Recently Issued, but Not Yet Effective Accounting Pronouncements

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

 

Note 3 – going concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying consolidated financial statements, the Company had a deficit accumulated during the development stage at March 31, 2013 and 2012 a net loss and net cash used in operating activities for the fiscal periods then ended.

 

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

 

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 4 – office equipment

 

Office equipment, stated at cost, less accumulated depreciation at March 31, 2013 and 2012 consisted of the following:

 

 

 

Estimated Useful Lives (Years)

 

 

March 31,

2013

 

March 31,

2012

 

 

 

 

 

 

 

 

 

 

 

Office equipment

5

$

 

2,472

 

$

-

 

Less accumulated depreciation

 

 

 

(495)

 

 

(-

)

 

 

$

 

1,977

 

$

-

 

 

Depreciation expense

 

Depreciation expense for the years ended March 31, 2013 and 2012 was $495 and $0, respectively.

 

Note 5 – office lease

 

The Company leases office space under a one year lease ending in October 2013, at $250 per month including costs. Rent expense under the lease in fiscal year March 2013 was $1,250. Future required payments in fiscal year March 2014 are $1,750.

 

Note 6 – related party transactions

 

Consulting services from President and Chief Financial Officer

 

Consulting services provided by the President and Chief Financial Officer for the years ended March 31, 2013 and 2012 were as follows:

 

F-13

 


 

 

 

 

For the

Year

Ended

March 31,

2013

 

 

For the

Year

 Ended

March 31,

2012

 

 

 

 

 

 

 

President

$

4,800

 

 

$

4,000

Chief Financial Officer

 

4,800

 

 

 

4,000

 

$

9,600

*

 

$

8,000

 

 

 

 

 

 

 

                * - A portion of consulting services directly related to sales provided by the President and Chief Financial Officer totaling $4,800 was reported  as cost of sales as of March 31, 2013.

 

Note 7 – stockholders’ equity (deficit)

 

Shares authorized

 

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $.001 per share.

 

Common stock

 

On June 1, 2011, the Company sold 3,500,000 shares of its common stock at par to one of the directors for $3,500 in cash. On June 14, 2011, the Company sold 3,500,000 shares of its common stock at par to the other director for $3,500 in cash.

 

During the year ended March 31, 2013, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. As at March 31, 2013 the Company has received $26,800 in share subscription funds. This offering was closed subsequent to the year end.  The Company has sold 4,525,000 common shares at $0.008 per share for total proceeds of $36,200 pursuant to this Registration Statement.

Note 8 – income tax

 

Deferred tax assets

 

At March 31, 2013, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $34,031 that may be offset against future taxable income through 2032.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $5,105, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance.

 

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  

                Components of deferred tax assets at March 31, 2013 and 2012 are as follows:

 

 

 

 

 

 

 

 

 

 

 

March 31,

 2013

 

 

March 31,

2012

 

Net deferred tax assets – Non-current:

 

 

 

 

 

 

 

 

Expected income tax benefit from NOL carry-forwards

 

$

465

 

 

$

4,491

 

Less valuation allowance

 

 

(465

)

 

 

(4,491

)

Deferred tax assets, net of valuation allowance

 

$

-

 

 

$

-

 

 

F-14

 


 

Income taxes in the consolidated statements of operations

 

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

 

 

 

 

For the Fiscal Year

Ended

March 31, 2013

 

For the  Fiscal Year Ended

March 31, 2012

 

 

 

 

 

 

 

 

Federal statutory income tax rate

15.0

%

15.0

%

Change in valuation allowance on net operating loss carry-forwards

(15.0

)%

 

(15.0

)%

Effective income tax rate

 

0.00

%

 

 

0.0

%

 

Note 9 – subsequent events

 

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.

 

F-15


 

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

Item 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls

 

We evaluated the effectiveness of our disclosure controls and procedures as of the end of the 2013 fiscal year.  This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer. Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported. 

 

Limitations on the Effective of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met.  Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.  These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control.  A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

 

Conclusions

 

Based upon their evaluation of our controls, the chief executive officer and principal accounting officer have concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.  There were no changes in our internal controls that occurred during the year covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

 

PART III

 

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following table presents information with respect to our officers, directors and significant employees as of the date of this Report:

 

Name

 

Position

 

Semyon Erenburg

 

 

President, Chief Executive Officer, and Director

Larisa Galchuk

 

Chief Financial Officer, Secretary, Treasurer and Director

Lyubov Zimmerman

 

Director

 

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

 

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board of directors are not compensated for their services to the board.

31

 


 

Biographical Information Regarding Officers and Directors

 

Semyon Erenburg. Semyon Erenburg is a qualified Civil Engineer with over 30 years experience in the engineering consulting industry. He is experienced in acting as a technical and transaction advisor on projects, including project appraisal and evaluation. In the past five years (from February 2006 to present) Mr. Erenburg worked as a project manager of OOO “AlfaStroi” where he was involved in a wide variety of domestic and international construction projects.  

 

Larisa Galchuk. Larisa Galchuk graduated from the Civil Engineering Institute and specializes in construction and engineering cost analysis. She works as a construction cost estimator providing clients with detailed quantity takeoffs and pricing starting from a construction project's conception phase to completion. For the past decade, from May 2002 until present Mrs. Galchuk worked for Sibgrazdanproekt and was involved in construction projects in various regions of Russia. Over the years, Mrs. Galchuk has gained experience and knowledge in budgeting, planning and monitoring of investment projects.  

 

Lyubov Zimmerman. Lyubov Zimmerman is a freelance designer and in the past five years (June 2005 to present) she has been working as an independent designer/consultant through her firm “Zim Design Studio” on variety of sustainable renovation and construction projects. None of her current and former clients is a parent, subsidiary or other affiliate of Green Living Concepts Inc. Lyubov Zimmerman is constantly broadening her expertise in sustainable building practices. The main focus of her projects is on the use of recycled materials, including the incorporation of living trees and plants into the interior. Some of her green building strategies include furnishings made of reclaimed woods, massive skylights, and use of non-toxic materials and paints. 

 

Code of Ethics

 

We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions, since we have been focusing our efforts on obtaining financing for the company. We expect to adopt a code by the end of the current fiscal year.

 

Item 11:  EXECUTIVE COMPENSATION

 

Compensation of Officers

 

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2013 and 2012 awarded to, earned by or paid to our executive officers.

 

Summary Compensation Table

 

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

 

 

 

 

 

 

 

Change in

 

 

 

 

 

 

 

 

 

Pension

 

 

 

 

 

 

 

 

 

Value &

 

 

 

 

 

 

 

 

 

Non-quali-

 

 

 

 

 

 

 

 

Non-Equity

fied

 

 

 

 

 

 

 

 

Incentive

Deferred

All

 

 

 

 

 

 

 

Plan

Compen-

Other

 

 

 

 

 

Stock

Option

Compen-

sation

Compen-

 

Name and Principal

 

Salary

Bonus

Awards

Awards

sation

Earnings

sation

Totals

Position

Year

($)*

($)

($)

($)

(S)

($)

($)*

($)

 

Semyon Erenburg

 

2013

 

0

 

0

 

0

 

0

 

0

 

0

 

4,800

 

  4,800

President, CEO

2012

0

0

0

0

0

0

4,000

  4,000

 

 

 

 

 

 

 

 

 

 

Larisa Galchuk, CFO,

2013

0

0

0

0

0

0

4,800

 4,800

Treasurer, Secretary

2012

0

0

0

0

0

0

4,000

  4,000

 

 

 

 

 

 

 

 

 

 

* - The company's president and chief financial officer provided consulting services to the company as per unwritten arrangement with the company at $400 per month starting June 1, 2011. These services include: overseeing daily operations; identifying new customers, corresponding with customers, vendors, business partners, professional firms and regulatory authorities; monitoring the company’s reporting and compliance activities; project management.  

 

32

 


 

Retirement, Resignation or Termination Plans

 

We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.

 

Directors’ Compensation

 

The persons who served as members of our board of directors, including executive officers, did not receive any compensation for services as directors for 2013 and 2012.

 

Option Exercises and Stock Vested

 

There were no options exercised or stock vested during the years ended March 31, 2013 and 2012.

 

Pension Benefits and Nonqualified Deferred Compensation

 

The Company does not maintain any qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.

 

 

GRANTS OF PLAN BASED AWARDS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

 

Estimated Payouts Under

Equity Incentive Plan Awards

 

 

 

 

 

 

 

 

 

Name

 

Grant Date

 

Threshold

($)

 

Target

($)

 

Maximum

($)

 

Threshold

(#)

 

Target

(#)

 

Maximum

(#)

 

All Other Stock Awards; Number of Shares of Stock or Units

(#)

 

All Other Option Awards; Number of Securities Underlying Options

(#)

 

Exercise or Base Price of Option Awards

($/Sh)

 

Grant Date Fair Value of Stock and Option Awards

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

There were no other stock based awards under the 2013 and 2012 Stock Incentive Plan.

 

Executive Officer Outstanding Equity Awards at Fiscal Year-End

 

The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of March 31, 2013.

 

33

 


 

Option Awards

 

Stock Awards

Name

 

Number of

Securities

Underlying

Unexercised

Options(#)

Exercisable

 

Number of

Securities

Underlying

Unexercised

Options(#)

Unexercisable

 

Equity

Incentive Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

 

Option

Exercise

Price ($)

 

Option

Expiration

Date

 

Number of

Shares or

Units of

Stock That

Have Not

Vested (#)

 

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

 

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

 

Equity

Incentive Plan

Awards:

Market or

Payout Value of

Unearned

Shares, Units or

Other Rights

That Have Not

Vested

Semyon Erenburg

Chief Executive Officer, President

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

Larisa Galchuk

Chief Financial Officer, Treasurer

 

 

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 12.             SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND   RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of June 10, 2013: (i) by each of our directors, (ii) by each of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of June 10, 2013, there were 11,525,000 shares of our common stock outstanding:

 

Title of Class

Name of Beneficial Owner

Directors and Officers:

Amount and Nature of Beneficial Ownership

(1)

Percentage of Beneficial Ownership

%

 

 

 

 

Common

Semyon Erenburg, CEO, President and Director

3,500,000

30.37

Common

Larisa Galchuk, CFO, Treasurer, Secretary and Director

3,500,000

30.37

Common

Lyubov Zimmerman, Director

-

-

Common

All executive officers and directors as a group (3 persons)

7,000,000

60.74

 

(1)     Applicable percentage of ownership is based on 11,525,000 shares of common stock outstanding on June 10, 2013.

 

34

 


 

Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of March 31, 2013, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2013, 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.  Our common stock is our only issued and outstanding class of securities eligible to vote.

 

As of March 31, 2013 there were 7,000,000 shares of common stock outstanding owned by our officers and directors. During the year ended March 31, 2013, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. As at March 31, 2013 the Company has received $26,800 in share subscription funds. This offering was closed subsequent to the year end.  The Company has sold 4,525,000 common shares at $0.008 per share for total proceeds of $36,200 pursuant to this Registration Statement.

 

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Consulting services provided by the President and Chief Financial Officer, accrued as compensation – officers and cost of revenues for the fiscal years ended March 31, 2013 and 2012 were as follows:

 

 

For the Year Ended

March 31,

2013

 

For the Year Ended

March 31,

 2012

 

 

 

 

Semyon Erenburg, President

 

 

 

-          Cost of revenue

$                         2,400

 

$                               -

-          Officer compensation

2,400

 

4,000

 

$                         4,800

 

$                       4,000

 

 

 

 

Larisa Galchuk, CFO

 

 

 

-          Cost of revenue

$                         2,400

 

$                               -

-          Officer compensation

2,400

 

4,000

 

$                         4,800

 

$                       4,000

 

We  have  not  entered  into  any transactions  with  our   officers, directors,   persons   nominated  for  these positions, beneficial owners of 5%  or  more  of  our  common  stock, or  family members of these persons wherein the amount involved  in  the  transaction  or a series of similar transactions exceeded $60,000.

 

Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests.  In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose her interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.

Director Independence

 

Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our director, Semyon Erenburg, is also our chief executive officer; our director Larisa Galchuk is also our chief financial officer. As a result, Lyubov Zimmerman is the only one independent director on our Board of Directors.

Item 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

 

During the years ended March 31, 2013, and 2012, we engaged Ronald R. Chadwick, P.C., as our independent auditor.  For the years ended March 31, 2013, and 2012, we incurred fees as discussed below:  

 

35

 


 

 

Fiscal Year Ended

 

March 31, 2013

March 31, 2012

 

 

 

Audit fees

$4,750

$3,250

Audit – related fees

Nil

Nil

Tax fees

500

500

All other fees

Nil

Nil

 

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements and review of our quarterly financial statements.  Tax fees represent fees related to preparation of our corporation income tax returns.

 

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants.  These services may include audit services, audit-related services, tax services and other services.  Under our audit committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations.  In addition, the audit committee may also pre-approve particular services on a case-by-case basis.  Our audit committee approved all services that our independent accountants provided to us in the past two fiscal years.

 

PART IV

Item 15.   EXHIBITS

 

EXHIBIT

NUMBER       DESCRIPTION

 

 

 

3.1

 

 

Articles of Incorporation. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on August 31, 2012.

3.2

 

Bylaws. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on August 31, 2012.

4.2

 

Subscription Agreement. Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on August 31, 2012.

31.1

 

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

 

Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

 

Certification of the Chief Executive Officer pursuant to 18 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 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS 

 

XBRL Instance Document **

101.SCH 

 

XBRL Taxonomy Extension Schema Document **

101.CAL 

 

XBRL Taxonomy Extension Calculation Linkbase Document **

101.DEF 

 

XBRL Taxonomy Extension Definition Linkbase Document **

101.LAB 

 

XBRL Taxonomy Extension Label Linkbase Document **

101.PRE 

 

XBRL Taxonomy Extension Presentation Linkbase Document **

 

   *  Filed herewith.

 

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

 

36

 


 

 SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 10, 2013

 

 

GREEN LIVING CONCEPTS  INC.

 

 

 

 

By:

/s/  Semyon Erenburg

 

 

Semyon Erenburg

 

 

President, Chief Executive Officer (Principal Executive Officer) and Director

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Green Living Concepts Inc. and in the capacities and on the dates indicated.

 

 

SIGNATURES

 

TITLE

 

DATE

 

 

 

 

 

 

/s/ Semyon Erenburg

 

President, C.E.O. and Director

 

June 10, 2013

Semyon Erenburg

 

 

 

 

 

/s/ Larisa Galchuk

 

Treasurer, Secretary, C.F.O.,

Principal Accounting Officer,

Principal Financial Officer and Director

 

 

June 10, 2013

Larisa Galchuk

 

 

 

 

 

 

 

 

 

/s/ Lyubov Zimmerman

 

Director

 

June 10, 2013

Lyubov Zimmerman

 

 

 

 

 

 

 

 

37