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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, 2014
 
or

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________to _____________

000-54759
Commission file number
 
Greenhouse Solutions Inc.
(Exact name of registrant as specified in its charter)
 
Nevada   45-2094634
State or other jurisdiction of incorporation or organization   (I.R.S. Employer Identification No.)
     
16359 County Rd S, Fort Morgan, CO   80701
(Address of principal executive offices)   (Zip Code)
 
(203) 242-3065
Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Common
Title of each class

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes   x No

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). o Yes   o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Yes   x No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes   x No
 
The aggregate market value of the Company’s common shares of voting stock held by non-affiliates of the Company at September 30, 2013, computed by reference to the market price as of the last business day of the registrant’s most recently completed second fiscal quarter, was $5,295,000.
 
As of August 25, 2014 there were 86,760,000 common shares par value $0.001 issued and outstanding.



 
 

 
Table of Contents
 
Item 1.
Business.
    4  
Item 1A.
Risk Factors.
    8  
Item 1B.
Unresolved Staff Comments.
    8  
Item 2.
Properties.
    8  
Item 3.
Legal Proceedings.
    8  
Item 4.
Mine Safey Disclosure.
    8  
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
    9  
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
    10  
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
    10  
Item 8.
Financial Statements and Supplementary Data.
    11  
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
    12  
Item 9A.
Controls and Procedures.
    12  
Item 9B.
Other Information.
    13  
Item 10.
Directors, Executive Officers and Corporate Governance.
    14  
Item 11.
Executive Compensation.
    16  
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    17  
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
    18  
Item 14.
Principal Accounting Fees and Services.
    18  
Item 15.
Exhibits, Financial Statement Schedules.
    19  
SIGNATURES     20  

 
2

 

PART I

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 “Greenhouse Solutions” mean Greenhouse Solutions Inc., unless otherwise indicated.
 
 
3

 
 
Item 1. Business.
 
The Company was incorporated under the laws of the State of Nevada on April 8, 2009. The Company is involved in the sale and distribution of gardening products and greenhouses in the North American market.
 
The Company to date has funded its initial operations through the issuance of 9,730,000 shares of capital stock for the net proceeds of $41,500 and revenue from sales of $40,034. We plan to generate our future revenues from sales of greenhouses and urban gardening kits under our trademark “Greenhouse Life ™”. The urban gardening line of products will be targeted to the recreational gardener with a limited square footage for the growing area. We have started the development of the urban gardening kits. The timeframe for completion of the first samples depends on available funds and our directors’ ability to procure appropriate products for the urban gardening kits. 
 
Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, in their report on our financial statements for the year ended March 31, 2014, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
Trends and Economic Conditions
 
Management believes that there is number of new food gardeners emerging this year. More Americans are recognizing the benefits of growing their own produce, including improved quality, taste, and cost savings. Items of concern include the decline in global economic activity and expected slow recovery, a downturn in consumer discretionary spending and the unstable U.S. housing market. Gardening products is a non-essential purchase that consumers may choose to forgo or decrease spending on in uncertain economic times.
 
Urban Gardening and the Greenhouse Industry
 
Urban and backyard gardeners can use greenhouses to extend their growing seasons and keep plants protected from cooler night time temperatures. Greenhouses can also increase the yield from vegetable plants in a smaller space due to a warmer temperature inside the greenhouse than outside air. Urban gardeners with a limited space for growing vegetables, flowers and herbs may use greenhouses in their back yards as well as smaller versions on balconies and patios.
 
 
4

 
 
Greenhouses
 
Function
 
With a greenhouse, gardeners have the ability to control their plants' growing environment. The greenhouse helps maintain heat, which tropical plants and seedlings need; humidity, which several vegetables, such as peppers, grow well in; and keeps out pests and animals. In a greenhouse, the gardener can also regulate the amount of water the plants receive, so drought and flood are less of an issue. One benefit of owning a greenhouse is that the gardener can extend their growing season. This is desirable in cooler, northern climates where the growing season lasts only a few months, not nearly long enough for some vegetables to be harvested.
 
Features
 
Greenhouses work by sunlight entering through the windows and the resulting energy, or heat, is then trapped inside. Plants then benefit from the light and the warmth of the greenhouse. Most greenhouses also include some sort of opening window or fan to help keep the heat from becoming too excessive. Because the greenhouse is enclosed, the heat remains inside overnight, continuing to keep the plants warm and helping them grow without fighting frost or cold dew. There are also irrigation systems using drip tubes to water the plants. Monitors can be used to track temperature and humidity, turning the fan on or off when needed.
 
Types
 
There are four main types of greenhouse building styles: free standing, lean-to, window mount and even span. A freestanding greenhouse is a standalone building. Size and shape can vary, but it has the most exposure, with all four sides made from the chosen greenhouse material. Lean-tos are a good option for homeowners with limited back yard space. They offer a "half" green house; one side from the center attaches to an existing structure—a side of a house or garage --and the other is a traditional greenhouse structure. For homeowners with a great deal of property but restrictions on freestanding buildings, an even span greenhouse is a good option. An even-span is a full-size structure that has one end attached to another building. It is usually the largest and most costly option, but it provides more usable space and can be lengthened. A window mounted greenhouse can be used in a house or apartment setting. It is an elongated window that extends outward from the house a foot or so and can contain two or three shelves that can be used for growing plants.
 
Materials
 
Glass is relatively inexpensive and easy to maintain but breaks easily. It's also harder to control internal temperatures because glass magnifies heat and moisture. Clear fiberglass is a good alternative, only a little more expensive and stronger and more durable, but it has maintenance costs and will need re-surfacing with resin. Rigid, double-wall plastic (Plexiglas) is a great greenhouse material. It's more expensive than either glass or fiberglass but lasts longer than fiberglass with proper care and doesn't break like glass, although it suffers a little in transparency. Plastic film is a final greenhouse option. It's cheap and easy to use in construction but tears easy, is usually somewhat opaque and blocks a larger percentage of light.
 
Benefits
 
A greenhouse keeps out several garden pests, such as raccoons, rats and squirrels that can destroy a garden by digging up plants and eating flowers and vegetables. Another benefit to owning a greenhouse is the ability to start seeds earlier in the season under a controlled environment and extend the growing season further into fall by keeping the air inside a greenhouse warmer than outside air.
 
 
5

 
 
Greenhouse Accessories
 
Potting Benches
 
A Potting bench or gardening table is a kind of workbench used for small gardening tasks such as transplanting seedlings. A basic potting bench has a work surface at bench height, comfortable for a standing person; and storage for potting soil, pots, and tools. Since this type of furniture is often exposed to soil, water, and sunlight, it must be made from weather-resistant materials, such as cedar wood or plastic.
 
Grow Lights
 
Grow Lights are used in greenhouses when more sunlight is needed than occurs naturally. These lights emit a light that is similar to the sun and allows for photosynthesis. There are a few types of grow lights that are on the market. Fluorescent lights are inexpensive, accessible and small in size. Metal halide lights are good for use in the growing phases of plant growth. High pressure sodium lights are inexpensive and the most energy efficient types of grow lights.
 
Heaters
 
Heaters are a good way to ensure that plants are safe from cold nights and can extend the growing season in a greenhouse. Several types of heaters are available including electric heaters as well as heaters that run on natural gas or propane. Operating costs for each of these options are fairly similar, so it is simply a matter of what consumers find most convenient.
 
Gardening Pots
 
Gardening pots are used in greenhouses to hold the growing plants. They are made from a variety of materials including plastic, fiberglass, wood, concrete and stone. Plastic and fiberglass are lightweight and inexpensive but can crack easily. Wood pots are inexpensive and have a natural appearance but are susceptible to rot. Concrete pots are great for year round planting and hold water very well but extremely heavy. Stone pots have an attractive appearance and keep plant roots cool and aerated but are expensive and heavy.
 
Competition
 
The urban gardening trend continues to develop with media attention on local farming and community gardens. Our products address the need for growing vegetables, herbs and flowers in small urban spaces such as balconies, patios and backyards with limited space. We plan to target the North American garden hobbyists and health conscious people who are interested in growing fresh herbs and vegetables.
 
The urban gardening market is highly competitive and rapidly evolving, resulting in a dynamic competitive environment with several dominant national and multi-national leaders, both in up-scale and mass market urban gardening and greenhouse suppliers. Competitive factors in the greenhouse and other urban gardening equipment manufacturing and distributing segments include product quality, marketing and distribution resources, customer service and support and price of product. We will compete with a number of existing companies as well as new companies which may enter the market with new products.
 
Most of our competitors have longer operating histories, greater name recognition, larger and more established client bases and significantly greater financial and marketing resources than we do. These competitors are able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to potential clients. In addition, many of our current or potential competitors, such as Palram and Rion Greenhouses, have broad recognition and distribution channels that may be used to distribute competing handcrafted outdoor garden products directly to end-users or purchasers.
 
 
6

 
 
There are a number of manufacturers and distributors of greenhouses and other urban gardening products in North America.
 
One of the largest manufacturers of greenhouses is Palram, with manufacturing plants in the United States, China, England and Israel and corporate offices in over 12 countries. Palram produces several types of recreational greenhouses, the Master-Gro, HobbyGrower, Victorian Greenhouse, Lean-To Greenhouse and Snap and Grow, in a variety of sizes. In North America, Palram has distribution through major home improvement retailers such as Home Depot and Lowes, and online stores such as Amazon.com, Kmart.com and Sears.com.
 
Rion Greenhouses is another manufacturer of greenhouses as well as the largest distributor of greenhouses in the United States. Rion Greenhouses produces greenhouses under fourteen different brands, including Julianna, EasyGrow, Halls and EcoGro. Greenhouses.com is Rion’s online store where all Rion’s brand greenhouses are sold. They also sell through other online stores such as Amazon.com, Garden.com and Walmart.com.
 
There are many other smaller independent manufacturers and distributors of greenhouses and gardening products in North America. Due to limited financing and fierce competition we may not be able to generate sustainable revenues and will have to cease operations.
 
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
 
We have one full-time employee at the present time. 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. We have no intention of hiring additional employees until we have sufficient, reliable revenue from our operations. Our officers and directors are planning to do whatever work is required until our business is at the point of having positive cash flow. We do not have any written employment agreements in place with our officers and directors.
 
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.

 
7

 
 
Item 1A. Risk Factors.
 
The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
 
Item 1B. Unresolved Staff Comments.
 
None.
 
Item 2. Properties.
 
We do not hold ownership or leasehold interest in any property.
 
Item 3. Legal Proceedings.
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suite, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
Item 4. Mine Safety Disclosure.
 
None.
 
 
8

 

PART II
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Our common stock is currently quoted on the Pink Sheets. Our common stock has been quoted on the Pink Sheets since November 24, 2010, under the symbol “GRSU”. Because we are quoted on the Pink Sheets, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The following table sets forth the high and low bid quotations for our common stock as reported on the OTC Bulletin Board for the periods indicated.

Fiscal 2013
 
Low
    High  
First Quarter
  $ .25     $ 1.35  
Second Quarter
  $ .25     $ 1.35  
Third Quarter
  $ .25     $ 1.35  
Fourth Quarter
  $ .25     $ 1.35  
             
Fiscal 2014
 
Low
    High  
First Quarter
  $ .25     $ 1.35  
Second Quarter
  $ .25     $ 1.35  
Third Quarter
  $ .25     $ 1.35  
Fourth Quarter
  $ .25     $ 1.35  

Holders.
 
As of August 25, 2014, there are 30 record holders of 86,760,000 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.
 
 
9

 
 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
This form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.
 
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of March 31, 2014, we had an accumulated deficit totaling $132,118. This raises substantial doubts about our ability to continue as a going concern.
 
Results of Operations

For the year ended March 31, 2014 and 2013, we had $Nil revenues. For the Year ended March 31, 2014, General and Administrative Expenses were $20,391 as compared to General and Administrative Expenses of $42,224 for the year ended March 31, 2013. For the year ended March 31, 2014, we incurred a net loss of $20,391 as compared to a net loss of $42,224 for the year ended March 31, 2013.
 
Our auditor has expressed substantial doubt as to whether we will be able to continue to operate as a “going concern” due to the fact that the Company has an accumulated deficit of $132,118 as of March 31, 2014, and has not yet established an on going source of revenues sufficient to cover its operating costs and allow it continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining the adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
 
Liquidity and Capital Resources

As of March 31, 2014, we had cash of $Nil and other current assets of $Nil as compared to cash of $1 and other current assets of $Nil for the year ended March 31, 2013. We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to obtain theses funds by selling additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favorable terms, if at all.
 
During the fiscal year ended March 31, 2014, the Company sold 62,000 shares of its common stock for total proceeds of $31,000.
 
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.
 
The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.
 
 
10

 
 
Item 8. Financial Statements and Supplementary Data.
 
GREENHOUSE SOLUTIONS, INC.

FINANCIAL STATEMENTS

March 31, 2014
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    F-1  
         
BALANCE SHEETS     F-2  
         
STATEMENTS OF OPERATIONS     F-3  
         
STATEMENTS OF STOCKHOLDERS’ DEFICIENCY     F-4  
         
STATEMENTS OF CASH FLOWS     F-5  
         
NOTES TO FINANCIAL STATEMENTS     F-6  

 
11

 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors
Greenhouse Solutions Inc.

We have audited the accompanying balance sheet of Greenhouse Solutions Inc. (the Company) as of March 31, 2014, and the related statements of operations, stockholders’ deficiency and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Greenhouse Solutions Inc. as of March 31, 2014, and the results of their operations and cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company has no revenues, an accumulated deficit of $132,118, a working capital deficit of $17,536 and will need additional working capital to accomplish its intended purpose and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT
August 25, 2014
 
 
 
F-1

 
 
GREENHOUSE SOLUTIONS, INC.
BALANCE SHEETS
 
   
March 31,
2014
   
March 31,
2013
 
ASSETS
             
             
CURRENT ASSETS
           
Cash
  $ -     $ 1  
                 
TOTAL ASSETS
  $ -     $ 1  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
                 
CURRENT LIABILITIES
               
Accounts payable and accrued liabilities
  $ 12,536     $ 18,146  
Due to related parties
    5,000       52,082  
                 
TOTAL CURRENT LIABILITIES
    17,536       70,228  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS’ DEFICIENCY
               
Preferred stock, 25,000,000 shares authorized with $0.0001 par value
               
No Preferred shares issued or outstanding
               
Common stock, 200,000,000 shares authorized with $0.0001 par value
               
Issued and outstanding at March 31, 2014
               
86,760,000 common shares (March 31, 2013 –86,760,000)
    8,676       8,676  
Additional paid-in-capital
    74,906       32,824  
Common stock subscribed
    31,000       -  
Accumulated deficit
    (132,118 )     (111,727 )
                 
TOTAL STOCKHOLDERS’ DEFICIENCY
    (17,536 )     (70,227 )
                 
TOTAL LIABILITIES & STOCK HOLDERS’ DEFICIENCY
  $ -     $ 1  
 
The accompanying notes are an integral part of these financial statements.

 
F-2

 

GREENHOUSE SOLUTIONS, INC.
STATEMENTS OF OPERATIONS
 
   
Year ended
March 31,
 2014
   
Year ended
 March 31,
2013
 
             
             
REVENUES
  $ -     $ -  
                 
OPERATING EXPENSES:                
                 
GENERAL AND ADMINISTRATIVE
  $  20,391     $  42,224  
                 
TOTAL OPERATING EXPENSES
    20,391       42,224  
                 
NET LOSS
    (20,391 )     (42,224 )
             
LOSS PER COMMON SHARE – BASIC AND DILUTED
  $ (0.00 )   $ (0.00 )
                 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED
    86,760,000       86,760,000  
 
The accompanying notes are an integral part of these financial statements.

 
F-3

 
 
GREENHOUSE SOLUTIONS INC.
STATEMENT OF STOCKHOLDERS’ DEFICIENCY
 
   
Common Stock
   
Additional
   
Common
             
   
Number of
shares
   
Amount
   
Paid-in
Capital
   
Stock
Subscribed
   
Accumulated
Deficit
    Total  
                                     
Balance – March 31, 2012
    86,760,000       8,676       32,824       -       (69,503 )     (28,003 )
                                                 
Net loss for the period
    -       -       -       -       (42,224 )     (42,224 )
                                                 
Balance – March 31, 2013
    86,760,000       8,676       32,824       -       (111,727 )     (70,227 )
                                                 
Forgiveness of debt, related party – July 3, 2013
      -         -         42,082         -         -         42,082  
                                                 
Common stock subscribed
    -       -       -       31,000       -       31,000  
                                                 
Net loss for the period
    -       -       -       -       (20,391 )     (20,391 )
                                                 
Balance, March 31, 2014
    86,760,000     $ 8,676     $ 74,906     $ 31,000     $ (132,118 )   $ (17,536 )
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
GREENHOUSE SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
 
   
Year
 ended
March 31,
2014
   
Year
 ended
March 31,
 2013
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net loss for the period
  $ (20,391 )   $ (42,224 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Changes in operating assets and liabilities:
               
Increase (decrease) in accounts payable & accrued liabilities
    (5,610 )     16,818  
                 
NET CASH USED IN OPERATING ACTIVITIES
    (26,001 )     (26,043 )
                 
NET CASH USED IN INVESTING ACTIVITIES
    -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Due to related parties
    (5,000 )     26,043  
Common stock subscribed
    31,000       -  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    26,000       26,043  
                 
NET INCREASE IN CASH
    (1 )     -  
                 
CASH, BEGINNING
    1       1  
                 
CASH, ENDING
  $ -     $ 1  
                 
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:            
             
     Advances contributed to capital by related party
  $ 42,082     $  -  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5

 
 
GREENHOUSE SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2014


NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 
Greenhouse Solutions Inc. (the “Company” or “Greenhouse Solutions”) is a Nevada corporation. The Company was incorporated under the laws of the State of Nevada on April 8, 2009. The Company is involved in the sale and distribution of urban gardening products and greenhouses on the North American Market.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Going Concern
 
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred an accumulated deficit since inception of $132,118 through the year ended March 31, 2014 and has not yet established an on-going source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
 
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources from management and significant shareholders, sufficient to meet its minimal operating expenses, and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
 
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company in unable to continue as a going concern.
 
Cash and Cash Equivalents
 
For purposes of the Statement of Cash Flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Revenue Recognition
 
The Company is in the development stage and has realized minimal revenues from operations. The Company recognizes revenues when the sale and/or distribution of products is complete, risk of loss and title to the products have transferred to the customer, there is persuasive evidence of an agreement, acceptance has been approved by its customer, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable. Net sales will be comprised of gross revenues less expected returns, trade discounts, and customer allowances that will include costs associated with off- invoice markdowns and other price reductions, as well as trade promotions and coupons. The incentive costs will be recognized at the later of the date on which the Company recognized the related revenue or the date on which the company offers the incentive.
 
Basic Income (Loss) Per Share
 
The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of March 31, 2014 there were no potentially dilutive securities outstanding.
 
 
F-6

 
 
GREENHOUSE SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2014

 
Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). Under SFAS No. 109, now encompassed under ASC 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
 
The Company maintains a valuation allowance with respect to deferred tax assets. The valuation allowance is based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operation for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.
 
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change estimate.
 
Carrying Value, Recoverability and Impairment of Long-Lived Assets
 
The Company has adopted paragraph 360-10-35-17 of FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate 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 valued of those assets. Fair valued is generally determined using the assets 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.

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 of 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 statements of operations.

 
F-7

 
 
GREENHOUSE SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2014

 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reported period. 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.
 
The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets 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 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 estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities.

Stock-based Compensation
 
The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.

As at March 31, 2014 the Company had no stock-based compensation plans nor had it granted any stock options. Accordingly no stock-based compensation has been recorded to date.
 
Recent pronouncements
 
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of March 31, 2014.
 
The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.
 
 
F-8

 
 
GREENHOUSE SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2014

 
NOTE 3 – RELATED PARTY TRANSACTIONS


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. Representation 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.
 
From time to time, the president and a stockholder of the Company provide advances to the Company for its working capital purposes. These advances bear no interest and are due on demand. During the year ended March 31, 2014 $5,000 in advances were made to the Company by the current president (March 31, 2013 - $26,043). On July 3, 2013 the Company’s President, in consideration for a payment of $10,000, agreed to forgive the balance of the shareholder debt of $42,082. The balance of the debt that was forgiven of $42,082 is reflected as a credit to additional-paid-in-capital as of March 31, 2014.
 
NOTE 4 – STOCKHOLDERS’ DEFICIT


The Total number of common shares authorized that may be issued by the Company is 200,000,000 shares with a par value of $0.0001 per share. The Total number of preferred shares authorized that may be issued by the Company is 25,000,000 shares with a par value of $0.0001. No preferred shares have been issued.

On October 15, 2012 the Company provided an Information Statement to enact the Board of Directors Resolution that was passed on July 31, 2012 by the Board of Directors and the consenting stockholders adopted and approved a resolution to effect an amendment to the Company’s Articles of Incorporation to increase the number of shares authorized common stock from 75,000,000 to 200,000,000 and changed the par value from $0.001 per share to $0.0001 per share. In addition the resolution approved a 12-for-1 forward stock split (12 new shares for 1 old share basis) of the Company and further amended the Articles of Incorporation to create 25,000,000 preferred stock, at a par value of $0.0001 per share.

All references in these financial statements to number of common shares, price per share and weighted average number of common shares outstanding prior to the 12:1 forward split been adjusted to reflect these stock splits on a retroactive basis, unless otherwise noted.
 
On July 3, 2013, the Company received $28,500 in net proceeds through a private placement for $0.50 per share and will issue 57,000 common shares of the Company. Currently this amount is shown as Shares subscribed on the balance sheet.
 
 
F-9

 
 
GREENHOUSE SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2014

 
On November 14, 2013, the Company received $2,500 in net proceeds through a private placement for $0.50 per share and will issue 5,000 common shares of the Company. Currently this amount is shown as Shares subscribed on the balance sheet.

As of March 31, 2014, the Company has not issued any shares, granted any options, or recorded any share-based compensation.

NOTE 5 – INCOME TAXES


A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
 
   
March 31,
2014
   
March 31,
2013
 
             
Net loss before income taxes
  $ (20,391 )   $ (42,224 )
Income tax rate
    34 %     34 %
Income tax recovery
    (6,933 )     (14,356 )
Non-deductible
    --       -  
Valuation allowance change
    6,933       14,356  
                 
Provision for income taxes
  $     $  
 
The significant components of deferred income tax assets at March 31, 2014 and 2013 are as follows:
 
   
March 31,
2014
   
March 31,
2013
 
Net operating loss carry-forward
  $ 44,920     $ 37,987  
Valuation allowance
    (44,920 )     (37,987 )
                 
Net deferred income tax asset
  $     $  
 
As of March 31, 2014 and 2013, the Company has no unrecognized income tax benefits. The Company's policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended March 31, 2014 and 2013, and no interest or penalties have been accrued as of March 31, 2014 and 2013. As of March 31, 2014 and 2013, the Company did not have any amounts recorded pertaining to uncertain tax positions.
 
The tax years from 2010 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.
 
 
F-10

 
 
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
 
None
 
Item 9A. Controls and Procedures.
 
EVALUATION OF DISCLOSURE CONTROLS & PROCEDURES

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
 
As of March 31, 2014, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the audit of our financial statements as of March 31, 2014 and communicated the matters to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
 
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
 
 
12

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B. Other Information.
 
None
 
 
13

 

PART III
 
Item 10. Directors, Executive Officers and Corporate Governance.
 
The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director.

Family Relations Identification of Directors and Executive Officers
 
Name
 
Age
 
Term Served
 
Title
             
Michael Grischenko
 
62
 
Since Inception[1]
 
President, Chief Executive Officer, and Director
             
Natalya Lastovka
 
57
 
Since Inception[2]
 
Chief Financial Officer, Secretary, Treasurer and Director
             
George Dory
 
43
 
Since September 9, 2011[3]
 
President and Director
           
Principal Executive Officer
           
Principal Financial Officer
           
Principal Accounting Officer
             
Dr, Robert R. Shields
 
63
 
Since July 23, 2013[4]
 
President and Director
           
Principal Executive Officer
           
Principal Financial Officer
           
Principal Accounting Officer
             
Pramuan Upatcha
 
60
 
Since February 7, 2014[5]
 
President and Director
           
Principal Executive Officer
           
Principal Financial Officer
           
Principal Accounting Officer
             
John G. Michak III
 
29
 
Since April 29, 2014
 
Director
             
Matt Brown
 
32
 
Since June 18, 2014
 
President and Director
           
Principal Executive Officer
           
Principal Financial Officer
           
Principal Accounting Officer
__________
1 Resigned as Officer and Director September 9, 2011
2 Resigned as Officer and Director September 9, 2011
3 Resigned as Officer and Director July 23, 2013
4 Resigned as Officer and Director February 7, 2014
5 Resigned as Officer and Director June 18, 2014

 
14

 
 
There are no other persons nominated or chosen to become directors or executive officers, nor do we have any employees other than above mentioned officer and director.

Our director holds office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than the reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.

Officer and Director Background:
 
John George Michak III – Age 29
 
As a Nordstrom’s credit communications planner from April 2013 to January 2014, Mr. Michak supported the development of business operational documents and drove the execution for all credit related customers facing collateral. Managed the collateral budget and worked with colleagues to identify and implement customer communications enhancements and or cost reduction opportunities for the company. While at Morgan Stanley Global Wealth Management from January 2012 to January 2013, Mr. Michak worked as a technology analyst, and as a strategic partner along with the firm’s business units and some of the world’s leading technology companies to redefine how Morgan Stanley does business in global financial markets that are extremely fast and vastly complex. While assisting the firm with the conversion effort of combining Smith Barney and Morgan Stanley to create Morgan Stanley Global Wealth Management Group. Mr. Michak also worked for Alpert Homes from March 2010 to January 2012 and helped manage relationships with sales center representatives in assigned communities and followed up regularly regarding prospects. He also assisted in managing new home construction sites start to finish. He has been working with global companies aiding in their growth and expansion since 2010. Mr. Michak was a student at Colorado State university from 2004 to June 2009. From June 2009 until March 2010 Mr. Michak expanded his intellectual horizons by traveling abroad.
 
Mr. Michak holds a liberal arts degree from Colorado State University as well as attended Kaplan real estate school in Denver.

Matt Brown – Age 32

Matt Brown has an extensive business background in several industries, including positions in finance, corporate strategy consulting, and public policy development. Mr. Brown graduated magna cum laude from the Boston University School of Management with a B.Sc in Finance in 2003. From 2004-2005, Mr. Brown worked for Bloomberg LP in a variety of positions including the development of the first Sharii’a-compliant equity screener for the Bloomberg Terminal dedicated to assisting Islamic Banking fund managers. From 2005-2007 Mr. Brown was a strategy consultant for Accenture advising senior executives in Telecommunications, Health Care Delivery, and Consumer Electronics. From 2007-2009 Mr. Brown led a Denver-area technology startup, www.Price.IS, where he was the lead technical architect on a mobile shopping tool designed to model consumer price elasticity across multiple product categories.

From 2009-2010, Matt served as the Executive Director of Coloradans for Medical Marijuana Regulation (CMMR), a 501(c)4 non-profit organization that actively lobbied in favor of strict, comprehensive regulations for Colorado’s nascent medical marijuana industry. In this role, Matt served as the primary point of contact between the medical marijuana industry and the Colorado General Assembly, Department of Revenue, Attorney General’s office, and various law enforcement organizations during the creation of new medical marijuana business regulations. In mid-2010, Matt left CMMR to become Managing Director of Organic Medical Research (OMR), a pharmaceutical research company interested in developing cannabis-derived pharmaceuticals. While at OMR, Matt developed a long-term research program that led to the closure of Full Spectrum Labs in Denver and the creation of a Canadian research company in British Columbia. In late 2011, Mr. Brown resumed his consulting practice and worked for multiple cannabis-related Canadian firms to design federally-approved cannabis research programs. Following Colorado’s legalization of Marijuana in November 2012, Mr. Brown returned to Denver and in February 2013 he co-founded My 420 Tours, North America’s first legal adult-use marijuana tourism company. In April 2014, Mr. Brown founded SproutHouse, the first Cannabis Biotechnology research incubator dedicated to accelerating the people, products, and policy driving cannabis innovation.
 
 
15

 

Significant Employees

There are no family relationships among the Directors and Officers of Greenhouse Solutions Inc.

Involvement in Legal Proceedings

No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

No executive Officer or Director of the Company is the subject of any pending legal proceedings.

No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.
 
Item 11. Executive Compensation.
 
Name and Principal
     
Salary
   
Bonus
Awards
   
Stock
Awards
   
Other Incentive
Compensation
   
Non-Equity
Plan
Compensation
   
 
Nonqualified
Deferred
Earnings
   
All Other
Compensation
   
Total
 
Position
 
Year
 
($)
   
($)
   
($)
   
($)
   
($)
   
($)
   
($)
   
($)
 
(a)
 
(b)
 
(c)
   
(d)
   
(e)
   
(f)
   
(g)
   
(h)
   
(i)
   
(j)
 
                                                     
Michael Grischenko 6
 
2011
    0       0       0       0       0       0       2,400       2,400  
Chief Executive Officer,
President
 
2012
    0               0       0       0       0       0       0  
                                                                     
Natalya Lastovka 7
 
2011
    0       0       0       0       0       0       0       0  
Chief Financial Officer,
Treasurer & Secretary
 
2012
    0       0       0       0       0       0       0       0  
                                                                     
George Dory
  2012     0       0       0       0       0       0       0       0  
Director, President.
Treasurer and Secretary
  2013     0       0       0       0       0       0       0       0  
                                                                     
John G. Michak III
  2014     0       0       0       0       0       0       0       0  
                                                                     
Matt Brown Director,
  2014     0       0       0       0       0       0       0       0  
President. Treasurer
and Secretary
                                                                   
__________
6 Resigned as Officer and Director September 9, 2011
7 Resigned as Officer and Director September 9, 2011
 
 
16

 

There are no current employment agreements between the Company and its executive officer or director. Our executive officer and director have agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
The following table sets forth certain information with respect to the beneficial ownership of our common shares as it relates to our named directors and executive officers, and each person known to the Company to be the beneficial owner of more than five percent (5%) of said securities, and all of our directors and executive officers as a group:
 
Name and Position
 
Shares
 
Percent
  Security
George Dory
  3,700,000  
51%
  Common
             
Dr. Robert R. Shields
  0   0%    
Director, President
           
             
Pramuan Upatcha
  0   0%    
Dorector President
           
             
John G. Michak III
  0   0%    
Director
           
             
Matt Brown
           
Director, President
           
             
Officers and Directors as a Group
  0  
0%
  Common
 
There were no grants of stock options since inception to March 31, 2014. We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

The Board of Directors of the Company has not adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.
 
 
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The following table sets forth:
 
1.
All compensation plans previously approved by security holders; and
2.
All compensation plans not previously approved by security holders.
 
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
NotVested
($)
   
Equity Incentive
Plan Awards:
Numberof
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
(#)
 
                                                                         
George Dory
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                                         
Dr, Robert Shields
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                                         
Pramuan Upatcha
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                                         
John G. Michak III
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
                                                                         
Matt Brown
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
 
Item 13. Certain Relationships and Related Transactions, and Director Independence.
 
Currently, there are no contemplated transactions that the Company may enter into with our officer, director or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view. From time to time, the president and a stockholder of the Company provide advances to the Company for its working capital purposes. These advances bear no interest and are due on demand. During the year ended March 31, 2014 $5,000 in advances were made to the Company by the current president (March 31, 2013 - $26,043). On July 3, 2013 the Company’s President, in consideration for a payment of $10,000, agreed to forgive the balance of the shareholder debt of $42,082. The balance of the debt that was forgiven of $42,082 is reflected as a credit to additional-paid-in-capital as of March 31, 2014.
 
The Company has no formal written employment agreement or other contracts with our current officer and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Mr. Meyer anticipates devoting fifteen hours per week to the Company’s affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.
 
Item 14. Principal Accounting Fees and Services.
 
During the fiscal year ended March 31, 2014 we incurred approximately $10,000 in audit fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended March 31, 2014. During the fiscal year ended March 31, 2013 we incurred approximately $8,610 in audit fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended March 31, 2013.
 
During the fiscal years ended March 31, 2014 and 2013, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.
 
 
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PART IV
 
Item 15. Exhibits, Financial Statement Schedules.
 
The following exhibits are incorporated into this Form 10-K Annual Report:

Exhibit No.
 
Description
     
3.1
 
Articles of Incorporation [1]
3.2
 
By-laws of Greenhouse Solutions Inc. [2]
31.1
 
Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2
 
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
32.1
 
Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
 
Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
 
[1]
Incorporated by reference from the Company’s S-1 filed with the Commission on June 21, 2010.
[2]
Incorporated by reference from the Company’s S-1 filed with the Commission on June, 2010.
Included in Exhibit 31.1
** 
Included in Exhibit 32.1
 
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  Greenhouse Solutions Inc.  
       
Dated: August 27, 2014
By:
/s/ Matt Brown  
    Matt Brown  
    President and Director  
    Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
 
 
 
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