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EX-31 - EXHIBIT 31.1 - Optec International, Inc.gmcert-31.htm
EX-32 - EXHIBIT 32.1 - Optec International, Inc.gmcert-32.htm

UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549

 

FORM 10-Q

 

[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2015

 

[ ] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________________to ________________

 

Commission file number 333-198993

 

Green Meadow Products, Inc.

 

 

Wyoming

7812

45-5552519

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer Identification

Code Number)

 

1010 Industrial Road, Ste. 70, Boulder City, Nevada 89005

www.GreenMeadowProducts.com

702-769-4529

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]      No [ ]

 

Indicate by check mark whether the registrant 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 (ss.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 whether the registrant is a shell company (as defined in

Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

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 [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

 

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class

Outstanding at November 12, 2015

Common Stock, $0.001 par value per share

52,944,500

 

1


 
 

GREEN MEADOW PRODUCTS, INC.

  

TABLE OF CONTENTS

  INDEX

  

 

 

Page

 

 

 

Part I.

Financial Information

 

 

 

 

Item 1.

Financial Statements:

3

 

 

 

    Item 2.

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

10

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

13

 

 

 

Item 4.

Controls and Procedures

13

 

 

 

Part II.

Other Information

14

 

 

 

Item 1.

Legal Proceedings

14

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

 

 

 

Item 3.

Defaults upon Senior Securities

14

 

 

 

Item 4.

Mine Safety Disclosures

14

 

 

 

Item 5.

Other Information

14

 

 

 

Item 6.

Exhibits

14

 

 

 

Signatures

 

14

 

2


 

 

ITEM 1. CONDENSED FINANCIAL STATEMENTS

 

UNAUDITED FINANCIAL STATEMENTS

GREEN MEADOW PRODUCTS, INC.

TABLE OF CONTENTS

  

September 30, 2015

  

Condensed Unaudited Financial Statements

 

Balance Sheet as of September 30, 2015 and June 30, 2015

4

Statements of Operations for the three months ended September 30, 2015 and 2014

5

Statements of Cash Flows for the three months ended September 30, 2015 and 2014

6

Notes to the Unaudited Financial Statements

7

  

3


 
 

GREEN MEADOW PRODUCTS, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

 

 

 

September 30, 2015

 

June 30, 2015

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 Cash

 

$

28,373

 

$

33,162

 

Income tax benefit

 

 

839

 

 

-

 

Total Current Assets

 

 

29,212

 

 

33,162

 

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

Web development costs, net of accumulated amortization of $3,250 and $2,500 respectively.

 

 

11,750

 

 

12,500

 

Other intangible assets, net of accumulated amortization of $2,721 and $2,452 respectively.

 

 

8,029

 

 

8,298

 

 

 

 

 

 

 

 

 

Total Assets

 

$

48,991

 

$

53,960

 

 

 

 

 

 

 

 

 

Liabilities And Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable

 

$

298

 

$

298

 

Income tax

 

 

-

 

 

32

 

Total Current Liabilities

 

 

298

 

 

330

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

298

 

 

330

 

  

Commitments and Contingencies

  

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

Common stock $0.001 par value 75,000,000 shares authorized 52,944,500 shares issued and outstanding

 

 

 52,945

 

 

 52,945

 

Additional paid-in-capital

 

 

505

 

 

505

 

Accumulated Earnings (deficit)

 

 

(4,757)

 

 

180

 

Total Stockholders' Equity

 

 

48,693

 

 

53,630

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$

48,991

 

$

53,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

See accompanying notes to unaudited financial statements.

 

4


 
 

 

   

GREEN MEADOW PRODUCTS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

  

 

 

 

 

 

 

 

Three Months Ended

 

Three Months Ended

 

 

September 30, 2015

 

September 30, 2014

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

   Sub license agreements

 

$

5,000

 

 

$

15,000

 

 

 

   Pet products

 

 

3,360

 

 

 

-

 

 

 

Total Revenue

 

 

8,360

 

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

2,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

6,360

 

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 Professional fees

 

 

5,898

 

 

 

16,000

 

 

 

 Amortization

 

 

1,019

 

 

 

298

 

 

 

General & Administrative

 

 

251

 

 

 

6

 

 

 

Consulting

 

 

5,000

 

 

 

 

 

 

Total Operating Expenses

 

 

12,168

 

 

 

16,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) before taxes

 

 

(5,808)

 

 

 

(1,304)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

(871)

 

 

 

196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

$

(4,937)

 

 

$

(1,108)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) Basic and Diluted

 

$

(0.00)

*

 

$

(0.00)

*

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average of Common Shares Outstanding

 - Basic and Diluted

 

 

52,944,500

 

 

 

51,551,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 * denotes income or (loss) of less than $0.01 per share

See accompanying notes to unaudited financial statements.

 

5


 
 

GREEN MEADOW PRODUCTS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  

 

 

Three Months Ended

Three Months Ended

 

 

 

September 30, 2015

September 30, 2014

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(4,937)

 

$

   (1,108)

 

 

Adjustments to Reconcile Net Income (Loss) To Net Cash
 
Provided by (Used In) Operating Activities:

 

 

 

 

 

 

 

 

   Amortization expense

 

 

1,019

 

 

298

 

 

   Stock for services

 

 

 

 

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Income tax payable (benefit)

 

 

(871)

 

 

(196)

 

 

Net Cash Provided by (Used in) Operating Activities-

 

 

(4,789)

 

 

(1,006)

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

    Website development costs

 

 

 

 

(5,000)

 

 

Net Cash used in Investing Activities

 

 

 

 

(5,000)

 

 

 

 

 

 

 

 

 

 

 

Decrease in Cash

 

 

(4,789)

 

 

(6,006)

 

 

 

 

 

 

 

 

 

 

 

Cash at Beginning of Period

 

 

33,162

 

 

47,713

 

 

 

 

 

 

 

 

 

 

 

Cash at End of Period

 

$

28,373

 

$

41,707

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure

 

 

 

 

 

 

 

 

Cash paid for Interest

 

$

—  

 

$

—  

 

 

Cash paid for income taxes

 

$

—  

 

$

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

See accompanying notes to unaudited financial statements.

 

6


 

 

GREEN MEADOW PRODUCTS, INC.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2015 AND JUNE 30, 2015 ANDFOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

 

Note 1 – NATURE OF OPERATIONS

 

Green Meadow Products, Inc. ("the Company", "GMP", "we", "us" or "our") was incorporated under the laws of the State of Wyoming on June 22, 2012.

 

The Company initially acquired a product for trucking fleets on December 20, 2012. Subsequently on April 18, 2013, we made the decision to take the business in a different direction and sold the product for the trucking fleets at a loss. The Company's current focus is on the sales of licensing rights to our Green Meadow PR formula and the manufacturing and sales of our Green Meadow PR formula as well as the manufacturing and sales of our PawPal product and our recently acquired stress relief formula.

 

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

 

BASIS OF PRESENTATION

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in audited financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

 

In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the period presented have been included in the interim period. The operating results for the three-month period ended September 30, 2015 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2016 or for any future period.

 

These unaudited condensed financial statements and notes should be read in conjunction with the financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended Jun e30, 2015.

 

DEVELOPMENT STAGE ENTERPRISE

 

The Company is in the development stage as defined under the then current Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915-205 "Development-Stage Entities," and among the additional disclosures required as a development stage company are that our financial statements were identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclosed activity since the date of our inception (June 22, 2012) as a development stage company. Effective June 10, 2014 FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions. The Company has elected to early adopt these provisions and consequently these additional disclosures have not been included in these financial statements.

 

7


 

 

ESTIMATES

 

The preparation of the financial statement in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.

 

CUSTOMER AND PURCHASE CONCENTRATION

 

During the quarter ended September 30, 2015 we had consulting fees from Wholesale 4 You, Inc. of $5,000 which accounted for 60% of our revenue and $3,360 of sales to multiple purchasers of our Green Meadow pet bars at a test marketing which accounted for 40% of our sales. During the quarter ended September 30, 2014 we had $15,000 in sales to one customer for licensing rights which accounted for 100% of revenue for the quarter.

 

STOCK BASED COMPENSATION

 

The Company recognizes stock-based compensation in accordance with ASC Topic 718 "Stock Compensation", which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, we have adopted ASC Topic 505 "Equity-Based Payments to Non-Employees", which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.

 

NET INCOME (LOSS) PER SHARE OF COMMON STOCK

 

The Company computes net income (loss) per share in accordance with ASC 105, "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (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.

 

The Company has no potentially dilutive debt or equity instruments issued and outstanding during the quarters ended September 30, 2015 or 2014.   

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the early adoption of the new regulations relating to Development Stage Entities as discussed above.

 

Note 3– GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at September 30, 2015 the Company had yet to establish a proven, reliable, recurring source of revenue to fund its ongoing operating costs and with insufficient funds to fully implement its proposed business plan. This raises substantial doubt about the Company's ability 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. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

8


 

 

Note 4 - INCOME TAXES

 

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:

 

 

 

 

September 30, 2015

 

June 30, 2015

Income tax provision at the federal statutory rate

 

15%

 

15%

Effect of operating losses

 

-

 

-

 

 

15%

 

15%

 

 

 

 

 

 

Changes in the cumulative net deferred tax assets consist of the following:

 

 

September 30, 2015

 

June 30, 2015

Net loss carry back 2014

$

-

$

(13,012)

Offset against  year taxable income

 

-

 

(13,012)

Valuation allowance

 

-

 

-

 

$

-

$

-

 

A reconciliation of income taxes computed at the statutory rate of 15% is as follows:

 

 

September 30, 2015

 

June 30, 2015

Tax (benefit) at statutory rate

$

(871)

$

(1,952)

Offset against brought forward tax losses

 

-

 

-

Valuation allowance

 

 

 

 

 

$

(871)

$

(1,952)

 

8

Note 5 – SUBSEQUENT EVENTS

 

Management has reviewed events between September 30, 2015 to the date that the financials were issued, and there were no significant events identified for disclosure.

 

9


 
 

 

   

ITEM 2.  Management's discussion and analysis of financial condition and results of operations

 

GENERAL

 

Green Meadow Products, Inc. ("the Company", "GMP", "we", "us" or "our") was incorporated under the laws of the State of Wyoming on June 22, 2012. 

 

The Company initially acquired a product for trucking fleets which it sold at a loss in order to focus on the pet product business. The Company now operates in the pet natural health supplement and related fields; with a focus on natural pet pain relief formulas and pet pain preventative products. We believe it will be able to successfully compete in today's natural supplement and related fields industry by controlling production costs and by limiting its distribution expenses using, primarily, online marketing tools to promote its products and to further develop its digital strategies.

 

 

Significant Accounting Policies and Estimates

 

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

The Company's revenues have been generated primarily through sublicense and distribution agreements related to our Paw Pal product and our pain relief products. The terms of these agreements generally consist solely of upfront, nonrefundable payments for licensing and distribution rights. Revenues from non-refundable licensing and distribution fees are recognized upon receipt of the payment if the license has stand-alone value and we do not have ongoing involvement or obligations. 

 

For the year ended June 30, 2015 and the three period ended September 30, 2015, all license payments met the above criteria or in the case of one contract, the only continuing involvement was to sell our products to the distributor at pricing that is consistent with market transactions, thereby allowing for the recognition of revenue for the licensing and distribution arrangements upon receipt. 

 

 

10


 
 

We had deferred revenue of $15,000 as a result of an invoice to East Winds Holding Corporation on October 20, 2014 whereby EWH paid towards the research and development of the pain relief formula. We will recognize the revenue upon the completion of the formula development. (See "Note 6-Deferred Revenue" on page. 7 above).

 

When non-refundable license fees do not meet this criteria, the license revenues are recognized over the expected period of performance. We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and license fees. If ever applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect 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 reporting period. Actual results could differ from the estimates.

 

Results of Operations

 

For The Three Months Ended September 30, 2015 Compared To The Three Months Ended September 30, 2014.

 

Revenue

 

For the three month period ended September 30, 2015, we recognized revenues of $8,360, which were comprised of sales of dog treats at a market test at a street fair, and licensing rights to Wholesale 4 You, Inc for our stress relief formula.

 

For the three month period ended September 30, 2014, we recognized revenues of $15,000, which was comprised of sales of certain of our licensing rights and distribution rights for our pain relief formula for dogs to Eastwinds Holding Corporation ("EWH").

 

Cost of Sales

 

For the three month period ended September 30, 2015, we recognized cost of goods of $2,000 relating to the dog treats which we sold as a market test at a street fair in the period.

 

For the three month period ended September 30, 2014, we recognized no cost of goods sold as there were no direct incremental costs incurred  in relation to the sale  of the licensing and distribution rights to our pain relief product.

 

Gross Profit

 

For the three month period ended September 30, 2015, we recognized a gross profit of $6,360 from the sale of the treats for dogs due to the factors discussed above and the licensing rights for our stress relief formula.

 

For the three month period ended September 30, 2014, we had a gross profit of $15,000 from the sale of certain licensing rights and distribution rights for our pain relief formula for dogs due to the factors discussed above.

 

 

11


 
 

Operating Expenses

 

For the three month period ended September 30, 2015, we incurred total operating expenses of $12,168 consisting of professional fees of $5,898 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $1,019, consulting fees of $5,000 and general & administrative fees of $251.

 

For the three month period ended September 30, 2014, we incurred total operating expenses of $16,304 consisting of professional fees of $16,000 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $298 and general & administrative fees of $251.

 

Income Tax

 

For the three month period ended September 30, 2015, we recognized a tax credit of $871 in respect of tax losses generated in the period that were available to carry back and generate a tax refund in respect of taxable profits generated in the prior year. .

 

For the three month period ended September 30, 2014, we recognized a tax expense of $196 as the taxable profit in the current period was offset by brought forward tax losses generated in prior periods. 

 

Net Income (Loss)

 

For the three month period ended September 30, 2015, we incurred a net loss of $4,937 due to the factors discussed above.

 

For the three month period ended September 30, 2014, we recognized net loss of $1,108 due to the factors discussed above.

 

 

Liquidity and Capital Resources

 

For The Three Months Ended September 30, 2015 Compared To The Year Ended June 30, 2015 And The Three Months Ended September 30, 2014.

 

As at September 30, 2015, the Company had cash on hand of $28,373, total assets of $48,991, total liabilities of $298 and stockholders' equity of $48,693.

 

As at June 30, 2015, the Company had cash on hand of $33,162, total assets of $53,960, total liabilities of $330 and stockholders' equity of $53,360.

 

The change in shareholders’ equity in the three months ended September 30, 2015 was largely attributable to operating losses incurred in the period.

 

Operating Activities

 

For the three month period ended September 30, 2015, we used $(4,789) cash in operating activities compared to $(1,006) in cash from operating activities in the three months ended September 30, 2014.

 

During the three months ended September 30, 2015, we incurred a loss of $4,937 which was reduced for cash flow purposes by $1,890 in non-cash expenses and reduced further by a net increase in working capital liabilities of $12,168.

 

By comparison, during the three months ended September 30, 2014, we incurred a loss of $1,108 which was reduced for cash flow purposes by $102 in non-cash expenses and reduced further by a net increase in working capital liabilities of $16,304.

 

12


 
 

Investing Activities

 

For the three month period  September 30, 2015 we had $0 invested.

 

For the three month period ended September 30, 2014 we had $5,000 invested towards the development of our website.

 

Financing Activities

 

 

During the nine months ended September 30, 2015 and 2014 we neither generated nor used any funds in financing activities.

 

Our auditor's report states the following with regard to our ability to continue as a going concern, "has yet to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern".

 

The Company believes it may have sufficient cash resources available to fund its primary operation for the next twelve (12) months. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations beyond the end of the Company's September 30, 2015 quarter. The Company has not negotiated nor has available to it any other third party sources of liquidity.

 

The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

Item 4. Controls and Procedures

   

Evaluation of Disclosure Controls and Procedures

 

Our chief executive officer and chief financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1933 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to the our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1933) as of September 30, 2015. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, such controls and procedures were effective.

 

Changes in internal controls

 

There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company was not subject to any legal proceedings during the three and nine month periods ended September 30, 2015 or 2014 and to the best of our knowledge and belief no proceedings are currently threatened or pending.

 

Item 1A. Risk Factors

 

 As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

No unregistered equity securities were issued sold during the three months ended September 30, 2015. 

 

Item 3. Defaults upon Senior Securities

 

No senior securities were issued and outstanding during the three and nine months ended September 30, 2015.

 

Item 4. Mining Safety Disclosures

 

Not applicable to our Company.

 

Item 5. Other Information

 

None.

 

ITEM 6. EXHIBITS

 

Number

Exhibit

8-K

Item 4.01 Change in Accountants

31.1**

Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.

** Filed Herewith

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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

 

 Dated: November 12 , 2015

GREEN MEADOW PRODUCTS, INC.

 

 

 

 

By:

/s/ Stanley Windhorn

 

 

Stanley Windhorn,

 

 

Chief Executive Officer

 

 

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