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

(Name of small business issuer in its charter)

 

 

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

(Address and telephone number of registrant's principal executive offices and principal place of business)

 

 

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]

(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 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 December 31, 2015

Common Stock, $0.001 par value per share

52,944,500

 

  


 
 

 

   

 

GREEN MEADOW PRODUCTS, INC.
TABLE OF CONTENTS

INDEX

  

 

 

Page

 

 

 

Part I.

Financial Information

 

 

 

 

Item 1.

Financial Statements:

2

 

 

 

    Item 2.

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

8

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

 

 

 

Item 4.

Controls and Procedures

11

 

 

 

Part II.

Other Information

12

 

 

 

Item 1.

Legal Proceedings

12

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

 

 

Item 3.

Defaults upon Senior Securities

12

 

 

 

Item 4.

Mine Safety Disclosures

12

 

 

 

Item 5.

Other Information

12

 

 

 

Item 6.

Exhibits

13

 

 

 

Signatures

 

13

 

 

 

1


 

ITEM 1. CONDENSED FINANCIAL STATEMENTS

 

CONDENSED UNAUDITED FINANCIAL STATEMENTS
GREEN MEADOW PRODUCTS, INC.
TABLE OF CONTENTS
  

December 31, 2015

Condensed Unaudited Financial Statements

 

Balance Sheet as of December 31, 2015  and June 30, 2015

3

Statements of Operations for the three months ended December 31, 2015 and 2014 and for the six months ended December 31, 2015 and 2014

4

Statements of Cash Flows for the six months ended December 31, 2015 and 2014

5

Notes to the Unaudited Financial Statements

6

 

2


 

GREEN MEADOW PRODUCTS, INC.
CONDENSED BALANCE SHEETS
(Unaudited)

 

 

December 31, 2015

 

June 30, 2015

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

  Cash

 $

19,046

$

33,162

  Income tax benefit

 

2,346

 

 

Total Current Assets

 

21,392

 

33,162

 

 

 

 

 

Other Assets

 

 

 

 

Web development costs, net of amortization of $1,500 and $2,500 respectively

 

11,000

 

12,500

Other intangible assets, net of amortization of $538 and $2,452 respectively

 

7,760

 

8,298

 

 

 

 

 

Total Assets

 $

40,152

$

53,960

 

 

 

 

 

Liabilities And Stockholders' Equity

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

Accounts Payable

$

-

$

298

Income tax

 

-

 

32

Total Current Liabilities

 

-

 

330

 

 

 

 

 

Total Liabilities

 

-

 

330


Commitments and Contingencies

 

 

 

 

Stockholders' Equity

 

 

 

 

Common stock $0.001 par value 75,000,000 shares authorized 52,944,500 shares issued and outstanding at December 31, 2015 (unaudited) and June 30, 2015

 

52,945

 

52,945

Additional paid-in-capital

 

505

 

505

Accumulated Earnings

 

(13,298)

 

180

Total Stockholders' Equity

 

40,152

 

53,630

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 $

40,152

$

53,960

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed unaudited financial statements.

 

3


 

GREEN MEADOW PRODUCTS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

2015

 

2014

 

2015

 

2014

Revenue

 

 

 

 

 

 

 

 

   Pet Products

 

 

 

 

 

3,360

 

 

   Sub license agreements

$

10,000

$

-

$

15,000

$

15,000

Total Revenue

 

10,000

 

-

 

18,360

 

15,000

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

-

 

-

 

2,000

 

-

 

 

 

 

 

 

 

 

 

Gross Profit

 

10,000

 

-

 

16,360

 

15,000

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 Professional fees

 

18,499

 

3,000

 

29,397

 

19,000

 Amortization

 

1,019

 

624

 

2,038

 

922

Marketing

 

-

 

7,000

 

-

 

7,000

General & Administrative

 

530

 

6

 

781

 

12

Total Operating Expenses

 

20,048

 

10,630

 

32,216

 

26,934

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

(10,048)

 

(10,630)

 

(15,856)

 

(11,934)

 

 

 

 

 

 

 

 

 

Income taxes (benefit)

 

(1,507)

 

(1,594)

 

(2,378)

 

(1,790)-

 

 

 

 

 

 

 

 

 

Net Income (loss)

$

(8,541)

$

(9,036)

$

 

(13,478)

$

(10,144)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Income (Loss) Per Share from operations

 

(0.00)

*

(0.00)

*

(0.00)

*

(0.00)*

 

 

 

 

 

 

 

 

Weighted Average of Common Shares Outstanding basic and diluted

 

52,944,500

 

52,944,500

 

52,944,500

 

52,944,500

 

 

 

 

 

 

 

 

 

 * denotes loss of less than $0.01 per share

See accompanying notes to condensed unaudited financial statements.

4


 

GREEN MEADOW PRODUCTS, INC.
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)

 

 

For the Six Months Ended December 31, 2015

 

For the Six Months Ended December 31, 2014

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

Net Income (loss)

 $

(13,478)

$

(10,144)

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

 

 

 

 

   Amortization expense

 

2,038

 

922

Changes in operating assets and liabilities

 

 

 

 

   Accounts Receivable

 

 

 

(5,000)

   Accounts Payable

 

(298)

 

 

    Deferred Revenue

 

-

 

15,000

   Income Tax Payable/Receivable

 

(2,378)

 

(1,790)

 

 

 

 

 

Net Cash Provided by (used in) Operating Activities

 

(14,116)

 

(1,012)

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

    Website development costs

 

-

 

(5,000)

Net Cash used in Investing Activities

 

-

 

(5,000)

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

Net Cash Provided by (Used in) Financing Activities

 

 

 

 

 

 

 

 

 

Increase (decrease) in Cash

 

(14,116)

 

(6,012)

 

 

 

 

 

Cash at Beginning of Period

 

33,162

 

47,713

 

 

 

 

 

Cash at End of Period

 $

19,046

$

41,701

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed unaudited financial statements.

5


 

GREEN MEADOW PRODUCTS, INC.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2015 AND JUNE 30, 2015 ANDFOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 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 and six-month period ended December 31, 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 June 30, 2015.

 

RECLASSIFICATION

 

 

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations

 

 

6


 

CUSTOMER AND PURCHASE CONCENTRATION

 

During the quarter ended December 31, 2015 we had a referral fee for sub license agreement of the Green Meadow Pain Formula of $10,000 which accounted for 100% of our revenue; During the six months ended December 31, 2015 we had sales of $18,360 from three customers; one customer for $10,000 which equates to 55% of sales, one customer for $5,000 which equates to 27% of sales and one for $3,360 which equates to 18% of sales. During the quarter ended December 31, 2014 we $0 in sales and for the six months ended December 31, 2014 we had $15,000 in sales to one customer for licensing rights which accounted for 100% of revenue for the six month period.

 

 

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 December 31, 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 December 31, 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.

 

Note 4 – SUBSEQUENT EVENTS

 

Management has reviewed events between December 31, 2015 to the date that the financials were issued, and there were no significant events identified for disclosure.

 

7


 

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 six month period ended December 31, 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. 

  

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.

8


 

 

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.

 

Long Lived Assets

 

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. At the six months ended December 31, 2015 our intangible assets consisted of our pain relief formula for dogs and our website and at the six months ended December 31, 2015 there were no changes that required an impairment or change in useful life of our intangible assets.

 

 

Results of Operations

 

For The Three Months And Six Months Ended December 31, 2015 Compared To The Three Months And Six Months Ended December 31, 2014..

 

Revenue

 

For the three month period ended December 31, 2014, we had no revenues and for the six month period ended December 31, 2014 we had gross revenues of $15,000 derived from the sale of rights to our pain relief formula.

 

For the three month period ended December 31, 2015, we recognized revenues of $10,000, which was comprised of the assistance of sales of certain of our licensing rights and distribution rights for our pain relief formula for dogs in conjunction with  Mountain High Products, Inc.(“MH”) We amended an original contract dated March 28, 2014 with Mountain High Products on November 24, 2015 which allowed us to be paid by MH for assisting in international sales. As such we were paid a $10,000 fee for our assistance. For the six month period ended December 31, 2015 we recognized revenues of $18,360 which were comprised of $8,360 in sales of dog treats at a market test from a street fair, and licensing rights to Wholesale 4 You, Inc for our stress relief formula and $10,000 form fees from Mountain High Products, Inc..

 

Cost of Sales

 

For the three month period ended December 31, 2015, we had no cost of goods and for the six month period ended December 31, 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 and six period ended December 31, 2014, we had no cost of goods.

 

Gross Profit

 

For the three month period ended December 31, 2015, we recognized a gross profit of $10,000 from the assistance in international sales from Mountain High Products due to the factors discussed above and the licensing rights for our stress relief formula and for the six month period ended December 31, 2015 we recognized a gross profit of $16,360 due to the factors discussed above.

9


 

 

For the three month period ended December 31, 2014, we had no revenues and thus no profit and for the six month period ended December 31, 2014 we recognized 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.

 

 Operating Expenses

 

For the three month period ended December 31, 2015, we incurred total operating expenses of $20,048 consisting of professional fees of $18,499 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $1,019, and general & administrative fees of $530. For the six month period ended December 31, 2015, we incurred total operating expenses of $32,216 consisting of professional fees of $29,397 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $2,038, and general & administrative fees of $781.

 

 

For the three month period ended December 31, 2014, we incurred total operating expenses of $10,630 consisting of professional fees of $3,000 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $624, marketing cost of $7,000 and general & administrative fees of $6. For the six month period ended December 31, 2014, we incurred total operating expenses of $26,934 consisting of professional fees of $19,000 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $922, marketing cost of $7,000 and general & administrative fees of $12.

 

Income Tax

 

For the three month period ended December 31, 2015, we recognized a tax credit of $1,507 and for the six month period ended December 31, 2015 we recognized a tax credit of $2,378 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 December 31, 2014, we recognized a tax credit of $1,594 and for the six month period ended December 31, 2014 we recognized a tax credit of $1,790 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. 

 

Net Income (Loss)

 

For the three month period ended December 31, 2015, we incurred a net loss of $8,541 due to the factors discussed above and for the six month period ended December 31, 2015, we incurred a net loss of $13,478 due to the factors discussed above.

 

For the three month period ended December 31, 2014, we incurred a net loss of $9,036 due to the factors discussed above and for the six month period ended December 31, 2014, we incurred a net loss of $10,144 due to the factors discussed above.

 

Liquidity and Capital Resources

 

For The Three Months Ended December 31, 2015 Compared To The Year Ended June 30, 2015.

 

As at December 31, 2015, the Company had cash on hand of $19,046, total assets of $37,806, total liabilities of $0 and stockholders' equity of $40,152.

 

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.

 

10


 

The change in shareholders’ equity in the three months ended December 31, 2015 was largely attributable to operating losses incurred in the period.

 

Operating Activities

 

For the six month period ended December 31, 2015, we used $(14,116) cash in operating activities compared to $(1,012) in cash from operating activities in the six months ended December 31, 2014.

 

During the six months ended December 31, 2015, we incurred a loss of $13,478, amortization expense of $2,038 a decrease in accounts payable of $298 and a change in tax payable/receivable of $2,378.

 

By comparison, during the three months ended December 31, 2014, we incurred a loss of $10,144, amortization expense of $922, an increase in accounts receivable of $5,000, deferred revenue of $15,000 and a change in tax payable/receivable of $1,790.

 

Investing Activities

 

For the six month period  December 31, 2015 we had $0 invested.

 

For the six month period ended December 31, 2014 we had $5,000 invested towards the development of our website.

 

Financing Activities

 

 

During the nine months ended December 31, 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 December 31, 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 December 31, 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.

11


 

 

Changes in internal controls

 

There were no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

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 December 31, 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 December 31, 2015. 

 

Item 3. Defaults upon Senior Securities

 

No senior securities were issued and outstanding during the three and nine months ended December 31, 2015.

 

Item 4. Mining Safety Disclosures

 

Not applicable to our Company.

 

Item 5. Other Information

 

None.

12


 

ITEM 6. EXHIBITS

 

Number

Exhibit

 

 

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: February 12 , 2016

GREEN MEADOW PRODUCTS, INC.

 

 

 

 

By:

/s/ Stanley Windhorn

 

 

Stanley Windhorn,

 

 

Chief Executive Officer

 

 

 

 


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