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EX-31.1 - EXHIBIT 31.1 - Optec International, Inc.gmcert-31.htm
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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 March 31, 2016

 

[ ] 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 May 11, 2016

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.

Condensed Financial Statements:

 

 

 

 

 

Condensed Balance Sheets as of March 31, 2016 and June 30, 2015 (unaudited)

2

 

 

 

 

Condensed Statements of Operations for the Three and Nine Month Periods Ended March 31, 2016 and 2015 (unaudited)

3

 

 

 

 

Condensed Statements of Cash Flows for the Nine Month Periods Ended March 31, 2016 and 2015 (unaudited)

4

 

 

 

 

Notes to the Condensed Financial Statements (unaudited)

5

 

 

 

 

 

 

Item 2.

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

7

 

 

 

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

12

 

 

 

Signatures

 

12

 

 


 

 

GREEN MEADOW PRODUCTS, INC.
CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

March 31,2016

 

 

 

June 30,2015

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 Cash

 

$

10,712

 

 

$

33,162

 

Income tax refund

 

 

3,749

 

 

 

-

 

Total Current Assets

 

 

14,461

 

 

 

33,162

 

 

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

 

Web development costs, net of amortization of $4,750 and $2,500 respectively.

 

 

10,250

 

 

 

12,500

 

Other intangible assets, net of amortization of $3,258 and $2,452 respectively.

 

 

7,491

 

 

 

8,298

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

32,202

 

 

$

53,960

 

 

 

 

 

 

 

 

 

 

Liabilities And Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

$

 

 

 

$

298

 

Income tax payable

 

 

-

 

 

 

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

 

 

52,945

 

 

 

52,945

 

Additional paid-in-capital

 

 

505

 

 

 

505

 

Accumulated Earnings (Deficit)

 

 

(21,248)

 

 

 

180

 

Total Stockholders' Equity

 

 

32,202

 

 

 

53,630

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$

32,202

 

 

$

53,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed unaudited financial statements.

 

2


 

 

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

 

 

Three months ended March 31
2016

 

Three months ended March 31,
2015

 

Nine months ended March 31,
2016

 

Nine months ended March 31,
2015

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sub license agreements

 

$

—  

 

 

$

 

 

 

$

15,000

 

 

$

15,000

 

Sales

 

 

6,000

 

 

 

3,080

 

 

 

9,360

 

 

 

3,080

 

Total Revenue

 

 

6,000

 

 

 

    3,080

 

 

 

24,360

 

 

 

18,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods

 

 

5,000-

 

 

 

       400

 

 

 

7,000

 

 

 

400

 

Total cost of Goods Sold

 

 

-

 

 

 

           400

 

 

 

7,000

 

 

 

400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

1,000

 

 

 

2,680

 

 

 

17,360

 

 

 

17,680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Professional fees

 

 

9,331

 

 

 

10,500

 

 

 

27,728

 

 

 

29,500

 

 Amortization

 

 

1,019

 

 

 

624

 

 

 

3,057

 

 

 

1,546

 

Salary-related party

 

 

-

 

 

 

6,000

 

 

 

 

 

 

 

6,000

 

Consulting

 

 

 

 

 

 

 

 

 

 

11,000

 

 

 

 

 

Marketing

 

 

 -

 

 

 

-

 

 

 

-

 

 

 

7,000

 

Other fees

 

 

3

 

 

 

6

 

 

 

784

 

 

 

18

 

Total Operating Expenses

 

 

10,353

 

 

 

17,130

 

 

 

42,569

 

 

 

44,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

( 9,353

)

 

 

(14,450)

 

 

 

(25,209)

 

 

 

(26,384)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

(1,403

)

 

 

(194)

 

 

 

(3,781)

 

 

 

(1,984)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

$

( 7,950

)

 

$

(14,256)

 

 

$

(21,428)

 

 

$

(24,400)

 

Basic and Diluted Income (Loss) Per Share

 

$

(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 income or (loss) of less than $.01 per share.

 

See accompanying notes to condensed unaudited financial statements.

 

3


 

 

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

 

 

For the Nine Months Ended March 31, 2016

 

For the Nine Months Ended March 31, 2015

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Net Income (loss)

 

$

(21,428)

 

 

$

(24,400)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Amortization expense

 

 

3,057

 

 

 

1,546

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

 

 

__

 

Accounts payable

 

 

(298)

 

 

 

 

 

Contract for Formulas

 

 

 

 

 

 

 

Deferred revenue

 

 

 

 

 

 

15,000

 

Income tax payable/receivable

 

 

(3,781)

 

 

 

(1,984)

 

Net Cash Provided by (used in) Operating Activities

 

 

(22,450)

 

 

 

(9,838)

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

    Website development costs

 

 

 

 

 

(5,000)

 

Net Cash used in Investing Activities

 

 

 

 

 

 

(5,000)

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

 

 

 

 

Net Cash Provided by (Used in) Financing Activities

 

 

 

 

 

__

 

 

 

 

 

 

 

 

 

 

Increase (decrease)  in Cash

 

 

(22,450)

 

 

 

(14,838)

 

 

 

 

 

 

 

 

 

 

Cash at Beginning of Period

 

 

33,162

 

 

 

47,713

 

 

 

 

 

 

 

 

 

 

Cash at End of Period

 

$

10,712

 

 

$

32,875

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

 

 

$

 

Cash paid for income taxes

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed unaudited financial statements.

4


 

 

 

GREEN MEADOW PRODUCTS, INC.

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS AS OF MARCH 31, 2016 AND JUNE 30, 2015 AND FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2016 AND 2015

 

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 nine-month period ended March 31, 2016 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

 

5


 
 

CUSTOMER AND SALES CONCENTRATION

 

During the quarter ended March 31, 2016 we were approached by Collective Media to aid in filming a video involving the use of pain relief supplements for dogs. We had a fee for assisting with the video for pain relief and dogs of $6,000 which accounted for 100% of our revenue for the three months; During the nine months ended March 31, 2016 we had sales of $18,360 from three customers; one customer for $10,000 which equates to 40% of sales, one customer for $5,000 which equates to 21% of sales and one for $3,360 which equates to 14% of sales and one for $6,000 which equates to 25% of sales.

 

 

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 March 31, 2016 or 2015.   

 

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 March 31, 2016 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 –RELATED PARTY TRANSACTIONS

 

We entered into an agreement on January 15, 2015 with our President, Stanley Windhorn, for a salary to be paid in the amount of $2,000 per month. For the three months ended March 31, 2015, $6,000 was paid to Mr. Windhorn per the agreement. At the end of March 31, 2016 Mr. Windhorn elected to no longer receive a salary. As such no further salary has been paid to Mr. Windhorn since March 31, 2015.

 

Note 5– SUBSEQUENT EVENTS

 

Management has reviewed events between March 31, 2016 to the date that the financials were issued, and there were no significant events identified for disclosure.

 

6


 

 

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 nine period ended March 31, 2016, 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.

 

7


 

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 March 31, 2016 Compared To The Three Months Ended March 31, 2015.

 

Revenue

 

For the three month period ended March 31, 2016, we were approached by Collective Media to aid in filming a video involving the use of pain relief supplements for dogs. We had a fee for assisting with the video for pain relief and dogs of $6,000 which comprised the revenue recognized for the period.

 

For the three month period ended March 31, 2015, we recognized revenues of $3,080, which comprised sales of Petaprin, the pain relief product for dogs. Sales were made as a market test for the product at a street fair.

 

Cost of Sales

 

For the three month period ended March 31, 2016, we recognized $5,000 in cost of sales which was the cost paid to a third party that produced video for pain relief for dogs.

 

For the three month period ended March 31, 2015, we recognized cost of goods of $400 relating to the Petaprin product which we sold in the period. We were able to purchase the product from Fortuity Partners, Inc. at a discount as they were no longer going to carry the product line.

 

 

Gross Profit 

 

For the three month period ended March 31, 2016, we had a gross profit of $1,000 from the sale of video work for dogs for pain relief commercial.

 

For the three month period ended March 31, 2015, we recognized a gross profit of $2,680 from the sale of the Petaprin product for dogs due to the factors discussed above. We purchased the Petaprin product for $400 from a company that was no longer going to be in the pet business and sold the products for $3,080.

 

Operating Expenses

 

For the three month period ended March 31, 2016, we incurred total operating expenses of $10,353 consisting of Professional fees of $9,331 which were attributable to accounting costs, amortization of $1,019,  and fees of $3.

 

For the three month period ended March 31, 2015, we incurred total operating expenses of $17,130 consisting of professional fees of $10,500 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $624, a salary of $6,000, which was paid to our president pursuant to an agreement dated January 15, 2015 where Stanley Windhorn, President, was to be paid $2,000 per month; and other fees of $6.

 

8


 

Income Tax

For the three month period ended March 31, 2016, we recognized a tax credit of $1,403 in respect to 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 March 31, 2015, we recognized a tax credit of $194 in respect to 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 March 31, 2016, we incurred a net loss of $7,950 due to the factors discussed above.

 

For the three month period ended March 31, 2015, we incurred a net loss of $14,256 due to the factors discussed above.

 

For The Nine Months Ended March 31, 2016 Compared To The Nine Months Ended March 31, 2015.

 

Revenue

 

For the nine month period ended March 31, 2016, we recognized revenues of $24,360, which were comprised of $3,360 in Swap Meet sales of Petaprin the pain relief product for dogs, which were sold as a market test for the product at a street fair, and $6,000 in producing Video for commercial for pain relief for Dogs and $5,000 from Wholesale for you for purchase of pain relief products, and $10,000 from Mountain High for Sales.

 

For the nine month period ended March 31, 2015, we recognized revenues of $18,080, which were comprised of $3,080 in sales of Petaprin the pain relief product for dogs, which were sold as a market test for the product at a street fair, and $15,000 in September of 2014 from the sale of certain licensing rights for our pain relief formula to East Winds Holding Corporation 

 

Cost of Sales

 

For the nine month period ended March 31, 2016, we recognized cost of goods sold of $7,000 relating to $2,000 for the Mountain High Bar Treat Product and $5,000 for the video production cost to a third party relating to the video for pain relief for dogs.

 

For the nine month period ended March 31, 2015, we recognized cost of goods of $400 relating to the Petaprin product which we sold in the period .

 

Gross Profit

 

For the nine month period ended March 31, 2016 we recognized a gross profit of $17,360  from the sale of certain licensing rights and distribution rights for our pain relief formula for dogs sold in the period due to the factors discussed above.

 

For the nine month period ended March 31, 2015 we recognized a gross profit of $17,680 from the sale of $3,080 of our Petaprin product for dogs and $15,000 from sale of certain of our licensing rights for our pain relief formula. In the period due to the factors discussed above.

 

Operating Expenses

 

For the nine month period ended March 31, 2016, we had total operating expenses of $42,569 consisting of related party Consulting Fees of $11,000 associated with sales of our pain relief formula and petaprin product, Amortization fees of $3,057, Professional fees of $27,728 attributable to accounting cost and Other fees of $784.

 

For the nine month period ended March 31, 2015, we incurred total operating expenses of $44,064 consisting of professional fees of $29,500 which were largely attributable to expenses relating to our SEC filings and accounting costs, amortization of $1,564, a salary of $6,000, which was paid to our president pursuant to an agreement dated January 15, 2015 where Stanley Windhorn, President, was to be paid $2,000 per month; marketing expenses of $7,000 and other fees of $18.

  

9


 

Income Tax

 

For the nine month period ended March 31, 2016, we recognized a tax credit of $3,781 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 nine month period ended March 31, 2015, we recognized a tax credit of $1,984 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 nine month period ended March 31, 2016, we incurred a net loss of $21,428 due to the factors discussed above.

 

For the nine month period ended March 31, 2015, we incurred a net loss of $24,400 due to the factors discussed above.

 

Liquidity and Capital Resources

 

For The Nine Months Ended March 31, 2016 Compared To The Nine Months Ended March 31, 2015.

 

As at March 31, 2016, the Company had cash on hand of $10,712 which was generated from revenue from the sale of rights to our pain relief formula and sale of product, total assets of $28,453, total liabilities of $0 and stockholders' equity of $32.202. 

 

As at March 31, 2015, the Company had cash on hand of $32,875 which was generated from revenue from the sale of rights to our pain relief formula and sale of product, total assets of $55,290, total liabilities of $15,000 and stockholders' equity of $40,290.

 

The change in shareholders’ equity in the nine months ended March 31, 2016 was largely attributable to operating losses incurred in the period.

 

Operating Activities

 

For the nine month period ended March 31, 2016, we used $(22,450) cash in operating activities compared to using $(9,838) in cash from operating activities in the nine months ended March 31, 2015.

 

During the nine months ended March 31, 2016, we incurred a loss of $21,428.

 

Investing Activities 

 

For the nine month period ended March 31, 2016 we had no investment activity and 2015 we had $5,000 used in website development costs.

 

Financing Activities

 

During the nine months ended March 31, 2016 and 2015, 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 March 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.

 

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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 March 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.

 

Changes in internal controls

 

There were no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2016 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 March 31, 2016 or 2015 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 and nine months ended March 31, 2016. 

 

Item 3. Defaults upon Senior Securities

 

No senior securities were issued and outstanding during the three and nine months ended March 31, 2016.

 

Item 4. Mining Safety Disclosures

 

Not applicable to our Company.

 

Item 5. Other Information

 

None.

 

 

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: May 11, 2016

GREEN MEADOW PRODUCTS, INC.

 

 

 

 

By:

/s/ Stanley Windhorn

 

 

Stanley Windhorn,

 

 

Chief Executive Officer

 

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