Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2014
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from __________ to ___________
Commission file number: 000-54759
GREENHOUSE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 45-2094634
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(State of Incorporation) (IRS Employer ID Number)
8400 East Crescent Pwky., Suite 600, Greenwood Village, CO 80111
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(Address of principal executive offices)
970-439-1905
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(Registrant's Telephone number)
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 past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the 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 for 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 large accelerated file, 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]
(Do not check if a smaller reporting company)
1
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 share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of February 11, 2015, there were 86,822,000 shares of the registrant's common
stock issued and outstanding.
2
PART I - FINANCIAL INFORMATION Page
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Item 1. Financial Statements (Unaudited) 4
Consolidated Balance Sheets - December 31, 2014 and
March 31, 2014 5
Consolidated Statements of Operations -
For Nine Months Ended December 31, 2014 and 2013 6
Consolidated Statements of Cash Flows -
For the Nine Months Ended December 31, 2014 and 2013 7
Notes to the Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- Not Applicable 14
Item 4. Controls and Procedures 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 15
Item 1A. Risk Factors - Not Applicable 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15
-Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable 15
Item 4. Mine Safety Disclosures - Not Applicable 15
Item 5. Other Information - Not Applicable 16
Item 6. Exhibits 16
SIGNATURES 17
3
PART I
ITEM 1. FINANCIAL STATEMENTS
GREENHOUSE SOLUTIONS INC.
CONDENSED BALANCE SHEETS
December 31, March 31,
2014 2014
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(Unaudited)
ASSETS
Current assets
Cash $ 685 $ -
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Total Assets $ 685 $ -
================== =================
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 4,393 $ 12,536
Notes payable 65,161 5,000
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Total current liabilties 69,554 17,536
Stockholders' Equity
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. 86,822,000 issued and
outstanding (March 31, 2014 - 86,760,000) 8,682 8,676
Additional paid in capital 105,900 74,906
Common stock subscribed 45,000 31,000
Accumulated deficit (228,451) (132,118)
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Total Stockholders' Deficit (68,869) (17,536)
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Total Liabilities and Stockholders' Deficit $ 685 $ -
================== =================
The accompanying notes are an integral part of these financial statements.
4
GREENHOUSE SOLUTIONS INC.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------------------------ -----------------------------------------
2014 2013 2014 2013
------------------- -------------------- ------------------- -------------------
REVENUE $ - $ - $ - $ -
Cost of revenues - - - -
------------------- -------------------- ------------------- -------------------
GROSS PROFIT - - - -
------------------- -------------------- ------------------- -------------------
Operating Expenses:
Consulting services 12,690 - 22,440 -
Dues and subscriptions 10,574 - 12,272 -
Management consulting 7,000 - 24,400 -
Professional fees 4,313 2,500 23,877 9,610
General and administrative 7,614 631 13,294 5,664
------------------- -------------------- ------------------- -------------------
Total operating expenses 42,191 3,131 96,283 15,274
------------------- -------------------- ------------------- -------------------
Income (loss) from operations (42,191) (3,131) (96,283) (15,274)
Other income (expense)
Interest income - - - -
- - - -
------------------- -------------------- ------------------- -------------------
Other income (expense) net - - - -
------------------- -------------------- ------------------- -------------------
Income (loss) before provision (42,191) (3,131) (96,283) (15,274)
for income taxes
Provision (credit) for income tax - - - -
------------------- -------------------- ------------------- -------------------
Net income (loss) $ (42,191) $ (3,131) $ (96,283) $ (15,274)
=================== ==================== =================== ===================
Net income (loss) per share
(Basic and fully diluted) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=================== ==================== =================== ===================
Weighted average number of
common shares outstanding 86,822,000 86,760,000 86,822,000 86,760,000
=================== ==================== =================== ===================
The accompanying notes are an integral part of these financial statements.
5
GREENHOUSE SOLUTIONS INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Nine Months
Ended Ended
December 31, 2014 December 31, 2013
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Cash Flows From Operating Activities:
Net income (loss) $ (96,333) $ (15,274)
Adjustments to reconcile net loss to net cash used
in operating activities:
Changes in operating assets and liabilities
Increase (decrease) in accounts payable and
accrued liabilities (8,143) (10,727)
- -
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NET CASH USED IN OPERATING ACTIVITIES (104,476) (26,001)
NET CASH USED IN INVESTING ACTIVITIES $ - $ -
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CASH FLOWS FROM FINANCING ACTIVITIES
Due to related parties 150 (5,000)
Proceeds from shares subscribed 45,000 31,000
Common shares issued for subscriptions received (31,000)
Received from notes payable 60,011 -
Sales of common stock 31,000 -
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NET CASH PROVIDED BY FINANCING ACTIVITIES 105,161 26,000
Net Increase (Decrease) In Cash 685 (1)
Cash At The Beginning Of The Period - 1
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Cash At The End Of The Period $ 685 $ -
======================== ========================
Schedule of Non-Cash Investing and Financing Activities
$ -
$ -
Supplemental Disclosure
Cash paid for interest $ -
Cash paid for income taxes $ -
The accompanying notes are an integral part of these financial statements.
6
GREENHOUSE SOLUTIONS INC.
STATEMENT OF STOCKHOLDER'S EQUITY
Common Stock Common
Amount Paid in Stock Accumulated Stockholders'
Shares ($0.001 Par) Capital Subscribed Deficit Deficit
--------------- ------------ -------------- ------------ --------------- ---------------
Balances - March 31, 2012 86,760,000 $ 8,676 $ 32,824 $ - $ (69,503) $ (28,003)
Net loss for the period (42,224) (42,224)
--------------- ------------ -------------- ------------ --------------- --------------
Balances - March 31, 2013 86,760,000 8,676 32,824 - (111,727) (70,227)
Forgiveness of debt related party
3-Jul-13 42,082 42,082
Common stock subscribed 31,000 31,000
Net loss for the period (20,391) (20,391)
--------------- ------------ -------------- ------------ --------------- --------------
Balances - March 31, 2014 86,760,000 8,676 74,906 31,000 (132,118) (17,536)
Sale of common stock 62,000 6 30,994 (31,000)
Common stock subscribed 45,000 45,000
Net loss for the period (96,333) (96,333)
--------------- ------------ -------------- ------------ --------------- --------------
Balances - December 31, 2014 86,822,000 $ 8,682 $ 105,900 $ 45,000 $(228,451) $ (68,869)
=============== ============ ============== ============ =============== ==============
The accompanying notes are an integral part of these financial statements.
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GREENHOUSE SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS,
NINE MONTHS ENDED DECEMBER 31, 2014
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION:
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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.
Basis of Presentation - Unaudited Financial Statements
The accompanying unaudited financial statements have been prepared in accordance
with U>S> generally accepted accounting principles for financial information and
with the instructions to Form 10-Q. They do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there have been no
material changes in the information disclosed in the notes to the financial
statements for the year ended March 31, 2014 included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission. The
unaudited financial statements should be read in conjunction with those
financial statements included in the Form 10-K. In the opinion of Management,
all adjustments which are considered necessary for a fair presentation of the
results of operations for the interim periods have been made and are of a
recurring nature unless otherwise disclosed herein. The results of operations
for such interim periods are not necessarily indicative of operations for a full
year.
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 $228,451 through December 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.
The Company may raise additional capital through the sale of its equity
securities, through an offering of debt securities, or through borrowings from
financial institutions or related parties. By doing so, the Company hopes to
generate sufficient capital to execute its business plan of providing financial
consulting services on an ongoing basis. Management believes that actions
presently being taken to obtain additional funding provide the opportunity for
the Company to continue as a going concern.
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 is unable to continue as a going concern.
8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Revenue recognition
The Company 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 the
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 and Diluted 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 share during the period. Diluted loss per share
gives effect to all dilutive potential common shares outstanding during the
period. Diluted loss per share excludes all potential common shares if their
effect is anti-dilutive. As of December 31, 2013 and 2014 there were no
potentially dilutive securities outstanding.
Income Taxes
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740
deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss
carryforwards and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases.
The Company maintains a valuation allowance with respect to deferred tax asset.
Greenhouse Solutions establishes a valuation allowance based upon the potential
likelihood of realizing the deferred tax asset and taking into consideration the
Company's financial position and results of operations 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 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.
9
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 assets over their remaining estimated useful lives against
their respective carrying amounts. Impairment, if any, is based on the excess of
the carrying amount over the fair value of those assets. Fair value is generally
determined using the 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, are included in operating
expenses in the accompanying statements of operations.
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 reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. 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; the fair value of financial instruments; the
carrying value and recoverability of long-lived 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.
10
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 of December 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.
Management has evaluated accounting standards and interpretations issued but not
yet effective as of December 31, 2014, and does not expect such pronouncements
to have a material impact on the Company's financial position, operations, or
cash flows.
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.
During the three months ended September 30, 2014 the Company's CEO advanced $150
to the Company.
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 Company is
authorized to issue 25,000,000 shares of preferred stock with a par value of
$0.0001 per share. As at December 31, 2014 there are no preferred shares issued
or outstanding.
As at December 31, 2014 the total number of common shares outstanding was
86,822,000. On August 1, 2014, the Company received $45,000 in net proceeds
through a private placement for $0.60 per share and will issue 75,000 common
shares of the Company. On September 23, 2014 the Company issued 362,000 shares
11
of common stock for monies previously received for common stock at $0.50 per
share. Currently the amount shown as common stock subscribed on the balance
sheet is $45,000. As of the date of these financial statements, the 75,000
common shares have not been issued.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Statements and Associated Risks.
The following discussion should be read in conjunction with the financial
statements and the notes to those statements included elsewhere in this
Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains
certain statements that are forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995. Certain statements contained in the
MD&A are forward-looking statements that involve risks and uncertainties. The
forward-looking statements are not historical facts, but rather are based on
current expectations, estimates, assumptions and projections about our industry,
business and future financial results. Our actual results could differ
materially from the results contemplated by these forward-looking statements due
to a number of factors, including those discussed in other sections of this
Quarterly Report on Form 10-Q.
Plan of Operation
The Company was incorporated under the laws of the State of Nevada on April 8,
2009. The Company was involved in the sale and distribution of gardening
products and greenhouses in the North American market. On September 2, 2009 we
incorporated a wholly owned (ownership interest - 100%) subsidiary Greenhouse
Solutions, Inc. an Ontario, Canada based company to facilitate our operations
and cross border goods transfer to and from Canada. We did conduct our
operations in Canada through our Canadian subsidiary and our operations in USA
through our parent corporation, Greenhouse Solutions, Inc. (USA). References in
this Report to "Greenhouse Solutions" refer to Greenhouse Solutions Inc. and its
subsidiary, on a consolidated basis, unless otherwise indicated or the context
otherwise requires. Operations of our subsidiary were discontinued and sold on
September 9, 2011.
We do not expect to generate revenue for the next 12 months, which would be
sufficient to sustain our operations. Accordingly, for the foreseeable future,
we will continue to be dependent on additional financing in order to maintain
our operations and continue with our corporate activities. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Results of Operations
For the three month period ended December 30, 2014, our operating expenses
consisted of general and administrative expenses of $42,141 resulting in a net
loss of $42,141 as compared to general and administrative expenses of $3,130 for
the same period in 2013. The increase in general and administrative fees is
primarily due to increases in legal fees, management fees and consulting fees.
For the nine month period ended December 31, 2014, our operating expenses
consisted of general and administrative expenses of $96,283 resulting in a net
loss of $96,283 as compared to general and administrative expenses of $15,274
resulting in a net loss of $15,274 for the nine month period ended December 31,
2014. The increase in general and administrative expense is primarily due to
increases in legal, management and consulting fees.
Financing Activities
On July 3, 2013, the Company received $28,500 in net proceeds through a private
placement for $0.50 per share (57,000 common shares). On September 23, 2014 the
Company issued the common shares.
13
On November 14, 2013, the Company received $2,500 in net proceeds through a
private placement for $0.50 per share (5,000 common shares). On September 23,
2014 the Company issued the common shares.
On August 1, 2014, the Company received $45,000 in net proceeds through a
private placement for $0.60 per share and will issue 75,000 common shares of the
Company. As of the date of these financial statements these share have not been
issued.
On November 7, 2014, the Company received $29,961 in funds advanced by a
stockholder of the Company. On November 13, 2014, the Company received an
additional $30,000 from another stockholder. These are considered loans and the
formal papers outlining the terms and conditions of these loans are yet to be
agreed on.
We intend to seek additional funding through public or private financings to
fund our operations through fiscal 2015 and beyond. However, if we are unable to
raise additional capital when required or on acceptable terms, or achieve cash
flow positive operations, we may have to significantly delay product development
and scale back operations both of which may affect our ability to continue as a
going concern.
Liquidity and Capital Resources
As at December 31, 2014, our cash balance was $685 as compared to $Nil at March
31, 2014. Our plan for satisfying our cash requirements for the next twelve
months is through the sale of shares of our common stock, third party financing,
and/or traditional bank financing. We do not anticipate generating sufficient
amounts of revenues to meet our working capital requirements. Consequently, we
intend to make appropriate plans to insure sources of additional capital in the
future to fund growth and expansion through additional equity or debt financing
or credit facilities.
The Company must raise additional funds in order to fund our continued
operations. We may not be successful in our efforts to raise additional funds or
achieve profitable operations. Even if we are able to raise additional funds
through the sale of our securities or through the issuance of debt securities,
or loans from our directors or financial institutions our cash needs could be
greater than anticipated in which case we could be forced to raise additional
capital. At the present time, we have no commitments for any additional
financing, and there can be no assurance that, if needed, additional capital
will be available to us on commercially acceptable terms or at all. These
conditions raise substantial doubt as to our ability to continue as a going
concern, which may make it more difficult for us to raise additional capital
when needed. If we cannot get the needed capital, we may not be able to become
profitable and may have to curtail or cease our operations.
Off Balance Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
14
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Securities Exchange
Act of 1934 is accumulated and communicated to management including our
principal executive officer and principal financial officer as appropriate, to
allow timely decisions regarding required disclosure.
In connection with this quarterly report, as required by Rule 15d-15 under the
Securities Exchange Act of 1934, we have carried out an evaluation of the
effectiveness of the design and operation of our company's disclosure controls
and procedures. This evaluation was carried out under the supervision and with
the participation of our company's management, including our company's principal
executive officer and principal financial officer concluded that subject to the
inherent limitations noted in this Part II, Item 9A(T) as of December 31, 2014,
our disclosure controls and procedures were not effective due to the existence
of material weaknesses in our internal controls over financial reporting as
discussed below.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as
defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended December 31,
2014 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 1A. RISK FACTORS
Not Applicable to Smaller Reporting Companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not make any unregistered sales of its securities from January
1, 2014 through December 31, 2014.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
15
Not Applicable
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive and Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
Exhibit 101.INS XBRL Instance Document(1)
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document(1)
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document(1)
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document(1)
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document(1)
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document(1)
------------
(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed
not filed for purposes of Section 18 of the Securities Exchange Act of
1934, and otherwise is not subject to liability under these sections.
16
SIGNATURES
Pursuant to the requirements of Section 12 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.
(Registrant)
Dated: February 13, 2015 By: /s/ Rik J. Deitsch
------------------------------------
Rik J. Deitsch
Chief Executive Officer
1
