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EX-32.1 - EXHIBIT 32.1 - Optec International, Inc.gm-ex3263016.htm
EX-31.1 - EXHIBIT 31.1 - Optec International, Inc.gm-ex3163016.htm

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

 

FORM 10-K

 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2016

 

o TRANSITION REPORT PURSUANT TO 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)

 

 

-Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:  None

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (¤232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

  


 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (¤229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 o

Accelerated filer

 o

 

 

 

 

Non-accelerated filer

(Do not check if a smaller reporting company)

 o

Smaller reporting company

 x

 

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

 

 

Number of shares of common stock outstanding at June 30, 2016: 52,944,500 (as restated for 7 for 1 forward split of the Company's common stock completed effective June 1, 2015).

 

 

Documents incorporated by reference: None.

 

 

 


 

 

TABLE OF CONTENTS

 

ITEM 1. DESCRIPTION OF BUSINESS.

3

ITEM 1A. RISK FACTORS

7

ITEM 2. DESCRIPTION OF PROPERTY.

7

ITEM 3. LEGAL PROCEEDINGS.

7

ITEM 4. MINE SAFETY DISCLOSURES.

7

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

8

ITEM 6. SELECTED FINANCIAL DATA.

8

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

8

ITEM 8. FINANCIAL STATEMENTS.

F1-F9

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

11

ITEM 9A. CONTROLS AND PROCEDURES.

11

ITEM 9B OTHER INFORMATION

12

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

13

ITEM 11. EXECUTIVE COMPENSATION.

13

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

13

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

14

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

14

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K

14

 

 

SIGNATURE PAGE

15

 


 

2 

Certain Terms Used in this Report

 

For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to "Green Meadow Products," "GM," "the Company," "we," "us," and "our," refer to Green meadow Products, Inc. a Wyoming corporation.

 

Forward-Looking Statements

 

The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.

 

When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.

 

 

PART I

 

ITEM 1. DESCRIPTION OF BUSINESS.

 

Statements in this Form 10-K Annual Report may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this Form 10-K Annual Report, including the risks described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in other documents which we file with the Securities and Exchange Commission.

 

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, competition, government regulations and requirements and pricing, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10-K Annual Report.

 

DESCRIPTION OF BUSINESS

 

Overview

 


 

Green Meadow Products, Inc ("GMP", the "Company", "we", "us" or "our") was incorporated in the State of Wyoming on June 22 of 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 new focus was, and is, on the manufacturing and sales of natural products for the pet industry. The Company acquired a formula for natural pain relief for animals from Hector Medina on February 27, 2013 for consideration of $10,500, which was satisfied through the payment of $500 in cash and the issuance of 700,000 shares of our common stock valued at $0.014 per share, with the intent to manufacture the product for wholesale and retail distribution. We have subsequently named the product, Green Meadow PR formula. The acquisition gave the Company all rights surrounding the formula with no additional royalties, or any other payment due. Due to the high cost of initial manufacturing of the Green Meadow PR formula the Company elected to enter into a contractual arrangement with a different company, Vitanique, that was selling a similar natural pain relief product, Petaprin, where the pain relief product, Petaprin, could be purchased from that company on a wholesale basis and private labeled with the Green Meadow Products logo. The Company acquired the Petaprin product and sold the Petaprin product under the Green Meadow logo at a full retail price of $39.95 in a test marketing campaign over a three week period.

 

Due to the results of the marketing campaign the Company made a determination to manufacture product based on the Green Meadow PR formula that it had acquired. The primary reason for the determination being the Petaprin product sold in the test marketing campaign was sold as chewable tablets for dogs. Our results indicate that dogs did not care for the taste of the chewable tablets and that it would be necessary to add a natural flavor that would give dogs the desire to chew the tablets. The Green Meadow PR formula that was acquired by the Company has the natural ingredients in addition to the natural flavor.

In the last year ending June 30, 2016 we have done marketing testing of organic dog treats in the attempt to perfect a treat formula which is appealing to dogs using a variation of our pain relief formula in the treats. We anticipate expanding the development of our dog treat formula in the next year ultimately with the goal of expanding sales nationally and internationally.

As a result our plan is to initiate the manufacturing of the natural pain relief product based on the formulation of the Green Meadow PR formula which we acquired as well as to initiate the manufacturing of pet treats using the same formula as in our pain relief formula. Currently we are in search of a manufacturer that would meet the specifications we require. Primarily a manufacturer that currently manufactures natural pet products while at the same time being able to do so at a cost effective price point. We anticipate with the proper funding (which at this time is an unknown) that we will be in the process of manufacturing and sales of our pain relief products and pain relief treat in the year 2017.

 

We have also developed the "Paw Pal" which is a foam pad with a removable cover for dogs. The pad was developed to be used for dogs when they jump out of a car or down from a high object such as a couch or bed, to relieve the stress on joints from the impact of landing. We have designed the pad with high density foam and a tough removable poly cover which can be washed.

 

Many people take their dogs out into the outdoors, the dog jumps out of the car and depending on the type of terrain, joints can be impacted from the result of the jump or paws can be damaged from debris. This is especially the case in older dogs and dogs with hip dysplasia. The pad is lightweight and takes up little room and can be easily cleaned.

 

We believe that the Paw Pal is a perfect companion with the Green Meadow PR formula. The Paw Pal can be used as an aid in preventing injury as well as the Green Meadow PR formula should injury occur or for dogs that are older and have arthritic type conditions.

 

The prototypes have been manufactured in Mexico. We anticipate manufacturing and sales of the PawPal to commence sometime in 2017. However development and sales will be dependent on the proper funding; at this time we have no commitments for any type of funding whether it be debt or equity financing.

 


 

Sales and Marketing

In the last year we have done marketing testing of organic dog treats in the attempt to perfect a treat formula which is appealing to dogs using a variation of our pain relief formula in the treats. We anticipate expanding the development of our dog treat formula in the next year ultimately with the goal of expanding sales nationally and internationally.

In the past our revenues have come from the sale of the sub-licensing rights to the Green Meadow PR formula, the sale of the non-exclusive design rights of the PawPal and the retail sale of the pain relief product, Petaprin, in our market testing. We also sold our discontinued operations initial product for trucking fleets at a loss as we determined that we would focus 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.

 

Selling the licensing rights for the Green Meadow PR formula was a direction taken by us to aid in the capitalization of the Company. We intend to market our products in the United States under our label. None of the licensing rights previously sold to other companies prevent us from selling the Green Meadow PR formula under our own Green Meadow Products brand within the United States, while at the same time preventing those companies that we did market the product to from competing against us in the United States with the exception of Eastwinds Holding Corporation (as detailed below) and Sandstone Enterprises. Sandstone Enterprises acquired the distribution rights for the product in the states of Virginia and North Carolina. (For further details please see "Competition.").

 

On January 21, 2014 we signed a contract with Wholesale 4 You, Inc. whereby Wholesale acquired the licensing rights to manufacture and sell the pain relief product in Central and South America for the sum of $15,000. There are no royalties attached to the rights. The rights are exclusive to Central and South America only. The rights have no duration or termination constraints.

 

On February 28, 2014 we entered into a contract with David Funderburk to aid in the selling of the rights to our Green Meadow PR formulation specifically to negotiate a contract with Mountain High Products, Inc. whereby David Funderburk was paid a sum of $7,000 in shares of the Company's stock through the issuance of 490,000 shares of our common stock valued at $0.014 per share for contract negotiations.

 

In February of 2014 we signed a licensing right contract with Sandstone enterprises for the exclusive right to sell the product in Virginia and North Carolina for the sum of $6,000. There were no royalties attached to the rights and the rights are exclusive to Virginia and North Carolina. The rights have no duration or termination constraints.

 

On March 28, 2014 we entered into an exclusive licensing rights contract with Mountain High, Inc for the rights to manufacture and sell both the Paw Pal product and the Green Meadow PR formula internationally with the exception of Central and South America for the sum of $20,000. The rights have no duration or termination constraints.

 

On September 18, 2014, we entered into a contract with Eastwinds Holding Corporation ("EWH") for the non-exclusive sub-licensing rights to manufacture and sell our Green Meadow PR formula in the United States with the exception of Virginia and North Carolina, for the sum of $15,000. There are no future royalties attached to the sale of these rights. Under the terms of the contract we were required to deliver all details, digital information, specifications and samples of the Green Meadow PR formula upon acceptance of the contract and upon receipt of the $15,000 payment, which we have done.  We have no further obligations under the contract. Accordingly we have recognized in full the $15,000 received from the sale of these non-exclusive licensing rights as revenue during the period. The rights have no duration or termination constraints.

 

We sold the licensing rights to Eastwinds Holding Corporation (EWH) for the United States with the stipulation that EWH would private label the product and that we would have the right to purchase the product from EWH if we so chose at EWH's cost plus 10% (of the price EWH receives the product from the manufacturer, including packaging, but not labeling or shipping). Under the terms of the agreement, should we purchase the product from EWH, we would private label the product. Further, that if we should establish a manufacturer and both parties are in agreement, EWH shall have the right to purchase the product from us at a price of cost plus 15% (of the price GM receives the product from the manufacturer, including packaging, but not labeling or shipping).


 

 

Green Meadow Pain Relief formula

 

We plan on initiating the manufacturing of the natural Green Meadow PR formula based on the formulation which we acquired. We are in search of a manufacturer that would meet the specifications we require; a manufacturer that currently manufactures natural pet products while at the same time being able to do so at a cost effective price point.

 

Product Description

 

The Green Meadow PR Formula is a formula specifically for canines and felines. ETArol (tm), the freeze-dried whole extract of the New Zealand Green Lipped Mussel, is the active ingredient in a supporting blend of nutritive herbs. The Green Lipped Mussel is a source of glucosamine, chondroitin and glycosaminoglycans.

 

These natural joint health ingredients combined with omega-3 essential fatty acids are found in Green Lipped Mussel. ETArol(tm) also contains many nutrients and trace elements important for the health of dogs or cats.

 

As there are no studies on the formula there is no certainty that the formula can or cannot be helpful to dogs and/or cats by using the Green Meadow PR Formula.

 

3


 

 

 

 

Ingredients

 

The Green Meadow PR formula contains:

 

·                     ETArol(tm) - Exclusive Green Lipped Mussel Extract used as a major source of glucosamine, chondroitin and glycosaminoglycans.

·                     Ginger Powder

·                     Green Tea Extract - Green tea is rich in catechin polyphenols (GTC), particularly epigallocatechin gallate (EGCG). EGCG is an anti-oxidant:

·                     Holy Basil Extract - An antioxidant

·                     White Willow Bark Extract

·                     Skullcap Extract

·                     Turmeric Extract - Curcumin is the part of turmeric that gives curry food its golden color and provides turmeric with curcuminoids.

·                     Feverfew Extract - An herb

·                     Rosemary Extract - Another antioxidant

 

Other Ingredients: Rice Flour, DiCalcium Phosphate, Natural Liver Flavor, Molasses, Stearic Acid, Magnesium Stearate. There are no artificial preservatives, no salt, no fat, no wheat, no chemicals, no caffeine, and no artificial colors or flavors in the formulation.

 


 

Upon completion of the manufacturing process we plan on marketing the product on a wholesale level to larger retail pet distributors as well as to veterinarians and pet stores.

 

We also plan on marketing the product on a retail level through our website. We plan on using social media in our marketing efforts such as:

 

Twitter

Facebook

Instagram

Pinterest

Linkedin

 

Statista (The Statistics Portal) indicates there were 1.41 billion social network users worldwide in 2012 and projects that number to increase to 2.33 billion users by 2017.

 

We believe that marketing the natural pain relief product in a desirable (by pets) chewable tablet form using the internet and social media will be a cost effective marketing plan.

 

Our pain relief product could be classified as a drug and subsequently regulated by the food and drug administration.

 

The FDA may classify our pain relief products as a drug specifically because in our efforts to market or sell our pain relief product we state here an elsewhere that our pain relief product may be used as a pain relief product in the pet industry. If our product was considered a "drug" under section 201(g) of the Act the FDA (Food and Drug Administration) could seek to take enforcement action against us if we were deemed to be marketing an unapproved new animal drug. In addition if our product was considered a "drug" under section 201(g) of the Act the FDA it could be deemed to be a "new animal drug," as defined under section 201(v) of the Act because it may not be generally recognized among experts qualified by scientific training and experience to evaluate the safety and effectiveness of animal drugs, as safe and effective for use under the conditions prescribed, recommended, or suggested in the labeling. If our product were deemed to be a "new animal drug," as defined under section 201(v) of the Act, to be legally marketed as a new animal drug we must have an approved new animal drug application, conditionally approved new animal drug application, or index listing under sections 512, 571, and 572 of the Act. We have not applied for any such approvals from the FDA. We have no intention to apply to the FDA for approval for our pain relief product.

 

If our product was found to be a "drug" under section 201(g) of the Act by the FDA (Food and Drug Administration) we would be forced to stop any production and sales of the product which could adversely affect our business, financial condition or results of operations. Further we may face potential liability for selling our product as a "drug".

 

Paw Pal

 

Currently we have developed prototypes of the Paw Pal by a manufacturer in Mexico. We believe that to manufacture a quality cost effective product we must find a manufacturer that will complete the product per our specifications. At this time we are not certain the manufacturer in Mexico will be the manufacturer we will continue to use. Once we have determined the optimum manufacturer for the Paw Pal product and have initiated the manufacturing of the product we will initiate sales aligned with the selling of the Natural Pain relief product.

 

Industry Overview

 

The pet market is dominated by a number of very large retailers such as Petco and Petsmart to name a few. Natural pet remedies are sold by most veterinarians, pet stores and larger pet retail outlets. As the following chart portrays the pet market in the U.S. alone is a large market.

 

The following U.S. pet industry statistics are gathered from the APPA (American Pet Products Association)


 

 

Total U.S. Pet Industry Expenditures

YEAR

(billion $)

2014

$58.51 Estimated

2013

$55.72

2012 

$53.33 

2011 

$50.96 

2010

48.35

2009

$45.50

2008

$43.20

2007

$41.20

2006 

$38.5 

2005

$36.30

2004

$34.40

2003

$32.40

2002

$29.50

2001

$28.50

1998

$23

1996

$21

1994

$17

 

 

 

 

Estimated 2014 Sales within the U.S. Market

 

For 2014, it is estimated that $58.51 billion would be spent on our pets in the U.S.

 

Estimated Breakdown:

Breakdown

 

(billion $)

Food

 

$22.62

Supplies/OTC Medicine

$13.72

Vet Care

 

$15.25

Live animal purchases

$2.19

Pet Services: grooming & boarding

$4.73

 

Actual Sales within the U.S. Market in 2013

 

In 2013, $55.72 billion was spent on our pets in the U.S.

 

Breakdown:

(billion $)

Food

$21.57 

Supplies/OTC Medicine

$13.14

Vet Care

$14.37

Live animal purchases

$2.23

Pet Services: grooming & boarding

$4.41

 

GMP is cognizant of the intense competition and the industry trends and management has attempted to devise its business strategy to exist and survive within the realities of this new marketplace. The charts are meant to portray the overall expenditures on pets. We are not aware of what percentage of the expenditures in the previous charts are directed towards the specific amounts spent on animal dietary supplements to treat pain or specific pet products to help prevent pain; nor are we aware of any statistics that specifically address those markets in which we compete.

 

4


 

 


 

Competition

 

The pet medications market is competitive and highly fragmented.  Our competitors consist of veterinarians, and online and traditional retailers.  We believe that the following are the principal competitive factors in our market:

 

·         Product selection and availability, including the availability of prescription and non-prescription medications;

·         Brand recognition;

·         Reliability and speed of delivery;

·         Personalized service and convenience;

·         Price; and

·         Quality of website content.

 

We will compete with veterinarians, pet retailers such as Petsmart and Petco as well as many online retailers of pet products for the sale of our natural pain relief products who sell prescription and non-prescription pet medications and other health products.  

 

We intend to market our products in the United States. None of the licensing rights previously sold to other companies prevent us from selling the Green Meadow PR formula under our own Green Meadow Products brand within the United States, while at the same time preventing those companies that we did market the product to from competing against us in the United States with the exception of Eastwinds Holding Corporation and Sandstone Enterprises, which acquired the licensing rights to distribute the product in North Carolina and Virginia (however we retain the right to sell the product under our label in those states).

 

We sold the licensing rights to Eastwinds Holding Corporation (EWH) for the Untied States with the stipulation that EWH would private label the product and that we would have the right to purchase the product from EWH if we so chose at EWH's cost plus 10% (of the price EWH receives the product from the manufacturer, including packaging, but not labeling or shipping). Under the terms of the agreement, should we purchase the product from EWH, we would private label the product. Further, if we should establish a manufacturer and both parties are in agreement, EWH shall have the right to purchase the product from us at a price of cost plus 15% (of the price GM receives the product from the manufacturer, including packaging, but not labeling or shipping).

 

Selling the rights to EWH could affect our ability to successfully market the product even though both EWH and GM would be selling the product under their own label. Regardless, EWH would be a direct competitor for the United States Market which could impact our ability to successfully market the product under our label.

 

There are similar products to ours which are available from numerous other sources, including other distributors and manufacturers. Consolidation in the animal health products industry could result in existing competitors increasing their market share, which could give them greater pricing power, decrease our revenues and profitability, and increase the competition for customers. We purchase our current pain relief product, Petaprin, which is private labeled for us, from Vitanique who is also a direct competitor as they sell the same product under their name.  

 

Many pet owners may prefer the convenience of purchasing their pet medications or other health products at the time of a veterinarian visit.  In order to effectively compete with veterinarians, we must continue to educate pet owners about the potential benefits of a natural pain relief product, convenience, and savings offered by our Company.

 

According to the American Pet Products Manufacturers Association, pet spending in the United States is estimated to have increased 4.7% to $58.51 billion in 2014.  Pet supplies and medications represented $13.6 billion, or 25% of the total spending on pets in the United States.  The pet medication market that we participate in is estimated to be approximately $4.4 billion, with veterinarians having the majority of the market share.  The dog and cat population is approximately 165 million, with approximately 62% of all households having a pet.


 

 

We believe that the following are the main competitive strengths that will differentiate our products from the competition:

 

·         All natural product;

·         with our formula, a chewable tablet that pets will potentially eat as they would a treat.;

·         unique "niche" products inclusive of our Green Meadow PR formula as well as out Paw Pal.

 

There are similar products to ours available from numerous other sources, including other distributors and manufacturers. We have not done a market study to determine all of the product lines which are similar to ours. We will compete with veterinarians, large pet retailers such as Petsmart and Petco as well as many online retailers of pet products for the sale of our natural pain relief products who sell prescription and non-prescription pet medications and other health products.  

 

While our Green Meadow PR formula offers a formula comprised of the ingredients, elaborated under Product Description, in a specific formulation, there are many other companies that offer products with some or all of the same ingredients in different formulations. We do not know the exact formulation of our competitors. As such there may be competitors that offer the exact formulation or that offer a product with similar ingredients in a different formulation.

 

The Company does not intend to directly compete against the larger pet retailers and manufacturers, and it will not attempt to finance any projects beyond the limited scope of its business plans and on emerging distribution opportunities. Regardless it will still have competition from a wide range of even smaller online distributors of pet products as well as the veterinarians and pet stores, all more established and, in most instances, better capitalized than the Company.

 

5


 

 

 

Regulation

 

Our businesses are regulated by governmental authorities in the jurisdictions in which we operate. Because of our international operations, we must comply with diverse and evolving regulations. Regulation relates to, among other things, management, licensing, foreign investment, use of confidential customer information and content. Our failure to comply with all applicable laws and regulations could result in, among other things, regulatory actions or legal proceedings against us, the imposition of fines, penalties or judgments against us or significant limitations on our activities. In addition, the regulatory environment in which we operate is subject to change. New or revised requirements imposed by governmental authorities could have adverse effects on us, including increased costs of compliance. Changes in the regulation of our operations or changes in interpretations of existing regulations by courts or regulators or our inability to comply with current or future regulations could adversely affect us by reducing our revenues, increasing our operating expenses and exposing us to significant liabilities. Our business involves risks of liability associated with the Health and Pet industries, which could adversely affect our business, financial condition or results of operations. As such, we may face potential liability for any of:

 

 

defamation;

 

invasion of privacy;

 

copyright infringement;

 

actions for royalties and accountings;

 

trademark misappropriation;

 

trade secret misappropriation;

 

breach of contract;

 

negligence; and/or


 

 

 

other claims based on the nature and content of the materials distributed.

          

These types of claims have been brought, sometimes successfully, against merchandisers, online services and other manufacturers, developers and distributors of health and pet related products. We could also be exposed to liability in connection with material available through our Internet sites. We currently do not have limited liability insurance and have no current plans to obtain such insurance which could have a material adverse effect on us.

 

Our products have not been approved by the FDA nor have we applied for approval. The FDA may classify our pain relief products as a drug specifically because in our efforts to market or sell our pain relief product we state here an elsewhere that our pain relief product may be used as a pain relief product in the pet industry. If in fact our product was considered a "drug" under section 201(g) of the Act, the FDA (Food and Drug Administration) could seek to take enforcement action against us if we were deemed to be marketing an unapproved new animal drug. In addition if our product was considered a "drug" under section 201(g) of the Act the FDA it could be deemed to be a "new animal drug," as defined under section 201(v) of the Act because it may not be generally recognized among experts qualified by scientific training and experience to evaluate the safety and effectiveness of animal drugs, as safe and effective for use under the conditions prescribed, recommended, or suggested in the labeling. If our product were deemed to be a "new animal drug," as defined under section 201(v) of the Act, to be legally marketed as a new animal drug we must have an approved new animal drug application, conditionally approved new animal drug application, or index listing under sections 512, 571, and 572 of the Act. We have not applied for an animal drug application with the FDA. We have no intention to apply to the FDA for approval for our pain relief product.

 

If our product was found to be a "drug" under section 201(g) of the Act the FDA (Food and Drug Administration) we would be forced to stop any production and sales of the product which could adversely affect our business, financial condition or results of operations. Further we may face potential liability for selling our product as a "drug". Further if we were found to be marketing an unapproved drug by the FDA we could potentially face FDA enforcement action. (See: Risk Factors on Page 10).

 

Intellectual Property & Proprietary Rights

 

We regard substantial elements of our businesses and website as proprietary and we shall attempt to protect them by relying on copyright, trademark, service mark and trade secret laws, restrictions on disclosure and transferring title and other methods. To date we have no copyrights or trademarks that have been applied for. We do not believe that our Green Meadow PR formula or the Paw Pal is patentable and therefore will not expend capital in attempting to patent the products. However we will attempt to trademark the name PawPal; but as yet have not done so and do not know whether once the trademark is applied for, that it would be granted. Without patent or trademark protection it is possible that our formula and PawPal products could be duplicated by a Company with greater resources that us; which in turn could take away from any current market share or any market share that we may create in the future.

 

Employees

 

We are a new, developing company and currently have only one part-time employee, Stanley Windhorn our CEO. 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. Subsequently we determined that the revenues generated by the Company were not sufficient to support operations and a salary. We entered into a new employment agreement on April 1, 2015 which supersedes any past agreements whereby Stan Windhorn under the new agreement will be awarded compensation at the discretion of the Company’s board. The Company has not incurred any salary under this new agreement since April 1, 2015 to the date of the issuance of this Form 10K.

 

6


 

 

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this section.

 

ITEM 2. DESCRIPTION OF PROPERTY

CORPORATE INFORMATION

 

Office and Facilities

 

The Company currently utilizes space provided by its President, Stan Windhorn, at no charge to the Company. Our mailing address is 1010 Industrial Road, Ste. 70 Boulder City, Nevada 89005. Our telephone number at that address is 702-769-4529.

 

WEBSITE POSTING OF SEC FILINGS

 

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports are available, free of charge, on our website and can be accessed on the SEC's Edgar database. Further, a copy of this annual report on Form 10-K is located at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov.

 

Bankruptcy or Receivership or Similar Proceedings

 

None.

 

ITEM 3. LEGAL PROCEEDINGS

 

We were not subject to any legal proceedings during the twelve months ended June 30, 2015 or 2016 and none are threatened or pending to the best of our knowledge or belief.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable to our Company.

 

7


 

 

 

PART II

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES

 

Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder in all likelihood will be unable to resell his securities in our company. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

 

Our company’s securities are traded on the world’s largest electronic interdealer quotation system “OTCQB” operated by the OTC Markets Group under the symbol “GRMD”.

 

Fiscal Quarter*

 

High Bid

 

 

Low Bid

 


 

 

2016

 

 

 

 

 

 

 

 

Fourth Quarter 04-01-16 to 06-30-16

 

$

0.20

 

 

$

0.005

 

 * The Company began trading in the year ended June 30, 2016.

 

As of June 30. 2016, we had 52,944,500 shares of our common stock outstanding (as restated for the 7 for 1 forward split of the Company's common stock effective June 1, 2015) and the number of stockholders of record of our common stock was 42.

 

DIVIDENDS

 

We have never declared or paid any cash dividends on our common stock.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

None.

 

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

 

None.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable to a "smaller reporting company" as defined in Item 10(f)(1) of SEC Regulation S-K.

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

GENERAL

 

This Management's Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as "may", "will", "should", "anticipate", "believe", "expect", "plan", "future", "intend", "could", "estimate", "predict", "hope", "potential", "continue", or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to, the matters discussed in this report under the caption "Risk Factors". We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

 

The following table provides selected financial data about us for the fiscal years ended June 30, 2016 and 2015. For detailed financial information, see the audited Financial Statements included in this report.

 

 

Year End June 30

Year End June 30

 

2016

2015

Balance Sheet Data:

 

 

 

 

 

Cash

$

8,977

33,162

 

Total assets

$

25,699

53,960

 

Total liabilities

$

5,000

330

 


 

 

Retained earnings (accumulated deficit)

$

(32,751)

180

 

 

 

 

 

 

Operating Data:

 

 

 

 

 

 

 

 

 

Revenue

$

30,875

43,080

 

Cost of revenue

$

12,000

400

 

Operating expenses

$

51,806

55,692

 

Income tax expense (benefit)

$

-

(1,952)

 

Net income (loss)

$

(32,931)

(11,060)

 

 

 

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 Green Meadow PR formulas and pet pain preventative products. We believe we will be able to successfully compete in today's natural supplement and related fields industry by controlling production costs and by limiting our distribution expenses using, primarily, online marketing tools to promote our products.

 

 

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 principles 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.

 

 8


 

 

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) collectability 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 collectability 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 June 30, 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.

 

On October 20, 2014, we entered into an agreement with EWH whereby it was agreed that, in addition to the $15,000 paid by EWH for the non-exclusive sub licensing rights to manufacture and sell our Green Meadow PR formula, we would also be paid a further $15,000 by EWH to identify a manufacturer for the Green Meadow PR formula and to initiate the manufacturing process. Under this arrangement EWH will have the right to purchase the product from us at the price we receive the product from the as yet to be appointed manufacturer, including packaging, but not labeling or shipping, plus a markup of 15%.

 

On May 25, 2015, we were notified by Eastwinds Holding Corp. that they had selected a manufacturer with our assistance per our contract with EWH to manufacture their product. Eastwinds Holding Corp. further confirmed that all our obligations under contract with them had been fulfilled, and consequently we reclassified the deferred revenue to recognized revenue.

 

Depending on the results of the manufacturing process for Eastwinds Holding we may or may not use the same manufacturer, As of June 30, 2015 we have not yet made that determination.

 

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 Year Ended June 30, 2015 Compared To The Year Ended June 30, 2016.

 

Revenue

 

For the year ended June 30, 2015, we recognized revenues of $43,080 compared with $30,875 of revenue for the year ended June 30, 2016. During the year ended June 30, 2015 we recognized $3,080 in sales of Petaprin, the pain relief product for dogs, and  $40,000 from the sale of sub license agreements of our Green Meadow PR formula which included $30,000 in sales of sub licensing rights to Eastwinds Holding Corp. and $10,000 of sublicensing rights to Wholesale 4 You, Inc., compared to year ended June 30, 2016 $9,875 in sales of Petaprin, the pain relief product for dogs and $15,000 from the sale of certain of our licensing and distribution rights for our Green Meadow PR formula for dogs. This included $10,000 in sales of sub licensing rights to Mountain High Products, Inc., $5,000 in sales of sub licensing rights to Wholesale 4 You, Inc. and a commercial video consulting service of $6,000 from Collective Media.

 

Cost of Sales

 

For the year ended June 30, 2015, we recognized cost of goods of $400 relating to the Petaprin product which we sold for $3,080 in the period (as we were able to source a cheaper vendor for the product who was discontinuing the product line); compared to June 30, 2016 where we recognized cost of goods sold of $7,000 relating to the dog treats which we sold for $9,875 in the period and the assistance in video production for $5,000. The increase in cost of goods was attributable to the cost of manufacturing of the dog treats and the video which was produced during the year.  


 

 

Gross Profit

 

For the year ended June 30, 2015, we recognized a gross profit of $42,680 compared with a gross profit of $18,875 for the year ended June 30, 2016, a decrease of $23,805. The decrease in gross profits is due to a decrease in sales of licensing agreements for the year end June 30, 2016 and an increase in costs. 

 

Operating Expenses

 

For the year ended June 30, 2015, we incurred total operating expenses of $55,692 before tax compared to the year ended June 30, 2016 we incurred total operating expenses of $51,806 before tax, a decrease of $3,886. During the twelve months ended June 30, 2015, we incurred professional fees of $35,750 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $3,413, remuneration of $6,000, which was paid to our president, Stanley Windhorn, marketing expenses of $10,000; and general and administrative costs of $529. By comparison, during the year end June 30, 2016, our operating expenses comprised marketing expense of $6,000 for promotional costs associated with sales of our Green Meadow PR formula, licensing rights and Petaprin product, amortization of $4,076 and professional fees of $29,825, and consulting fees of $11,000 and General and administrative expense of $905.

 

Income Tax

 

During the year ended June 30, 2015, we recognized a tax credit of $1,952 relating to the tax losses incurred in the year compared to no tax credit during the year ended June 30, 2016.

 

Net Income (Loss)

 

During the year ended June 30, 2015, we incurred a net loss of $11,060 compared to a net loss of $32,931 during the year ended June 30, 2016 due to the factors discussed above.

 

 9


 

 

Liquidity and Capital Resources

 

For Year Ended June 30, 2015 Compared To Year Ended June 30, 2016.

 

As of 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 $53,630 compared to June 30, 2016, when the Company had cash on hand of $8,977, total assets of $25,699, total liabilities of $5,000 and stockholders' equity of $20,699.

 

The change in shareholders' equity at the year ended June 30, 2016 was largely attributable to operating losses incurred in the period.

 

Operating Activities

 

During the year ended June 30, 2015, we used $(9,301) cash in operating activities compared to $(24,185) cash used in operating activities during the year ended June 30, 2016. During the year ended June 30, 2015, we incurred a loss of $11,060, of which $3,413 related to noncash amortization, increased our balance of accounts payable by $298 and reduced the balance of income tax payable by $1,952. By comparison during the year ended June 30, 2016 we incurred a loss of $32,931 of which $4,076 related to noncash amortization expense, decreased our income tax payable by $32 and increased our balance of accounts payable by $4,702.


 

 

Investing Activities 

 

For the year ended June 30, 2015 we invested $5,000 towards the continued development of our website and the purchase of intellectual property consisting of a formula for stress relief for dogs for $250.

 

Financing Activities

 

During the year ended June 30, 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 but does not have the funding to fully implement its business plan. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations. 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.

 

Related parties

 

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. Subsequently we determined that the revenues generated by the Company were not sufficient to support operations and a salary. We entered into a new employment agreement on April 1, 2015 which supersedes any past agreements whereby Stan Windhorn under the new agreement will be awarded compensation at the discretion of the Company’s board. The Company has not incurred any salary under this new agreement since April 1, 2015 through the date of the issuance of this From 10K.

 

Plan of Operation

 

Product Development 

 

Our future plan is to research the incorporation of our Green Meadow PR formula and our stress relief formula for dogs into a bite size bar which would have a flavor appealing to dogs. The bar will be like a “treat” for dogs. We are also researching the incorporation of a flavor into the pain relief tablets and stress relief tablets that dogs would find appealing to eat. We have found that our current pain relief product is typically broken up into a dog’s food as dogs do not generally like the taste of the tablet without food. Thus the ongoing research into finding an optimum way in which a flavor could be incorporated into a bar and tablet appealing to dogs.

 

Cost for research and development of the Green Meadow PR formula and stress relief formula into bars or flavored tablets have not yet been determined. We believe that we will have to raise additional capital either through debt or equity financing in order to accomplish our goals. As of June 30, 2016 we have not yet discussed financing with any source for either debt or equity financing.


 

We are also considering the acquisition or the possibility of a joint venture with a Company with other “green” (green meaning environmentally friendly) products both within the pet industry and outside of the pet industry. As we have limited capital any acquisitions would possibly be done through the use of our common stock or possibly through a preferred class of stock (which has of this date not been approved or created by the board of Directors). At the year ended June 30, 2016 we have not entered into any negotiations or letter of intents with and targeted acquisitions or joint venture prospects. 

Marketing and Sales efforts:

 

Our marketing efforts will primarily be related to seeking optimum methods for selling our bars and tablets once the flavors are optimized for the bars.

We plan on optimizing Search Engine Optimization ("SEO") work and internet marketing, and subsequently believe sales will be initially supported through our website. We also plan on engaging a call center for developing interest in our products by pet stores and veterinarians. We have not yet begun either stage of marketing. We believe that once our bars are finalized for the Green Meadow PR formula and stress relief formula and\or our flavored tablets are finalized we will be in a position to launch our marketing campaign. We also believe that we will need to initially seek equity or debt financing to accomplish our marketing goals. We anticipate initiating test sales of our bars in the quarter ending December 31, 2016.

Successful implementation of our business strategy depends on factors specific to the further development of our products, regulations regarding equities trading, additional financing through equity or debt sources and numerous other factors that may be beyond our control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow:

 

-the competitive environment in the pet sector that may force us to reduce prices below the optimal desired pricing level or increase promotional spending;

 

-the ability to anticipate changes in consumer preferences and to meet customers' needs for trading products in a timely cost effective manner; and

 

-the ability to establish, maintain and eventually grow market share in a competitive environment.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

10


 

 


 

 

ITEM 8.

FINANCIAL STATEMENTS

 

 

 AUDITED FINANCIAL STATEMENTS

GREEN MEADOW PRODUCTS, INC.

TABLE OF CONTENTS

 

For the Years Ended June 30, 2016 and 2015

 

Reports of Registered Independent Accounting Firms

F-1-F-1a

Financial Statements

 

Balance Sheet as of June 30, 2016 and 2015

F-2

Statements of Operations for the years ended June 30, 2016 and 2015

F-3

Statements of Changes in Stockholders' Equity for years ended June 30, 2016 and 2015

F-4

Statements of Cash Flows for years ended June 30, 2016 and 2015

F-5

Notes to the Audited Financial Statements

F-6

 

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

Board of Directors

Green Meadow Products, Inc.

Boulder City, Nevada

 

We have audited the accompanying balance sheet Green Meadow Products, Inc. as of June 30, 2016 and the related statements of operations, stockholders’ equity/ (deficit) and cash flows for the year ended June 30, 2016. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Meadow Products, Inc. as of June 30, 2016 and the results of its operations and cash flows for the year ended June 30, 2016 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered losses from inception and has a limited operating history which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 

/s/ Pritchett, Siler & Hardy, P.C

 

 

Pritchett, Siler & Hardy, P.C

Salt Lake City, Utah 84111

September 27, 2016

 

 

F-1


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors

Green Meadow Products, Inc.

3481 E. Sunset Rd. Ste. 100

Las Vegas, NV 89120

 

 

We have audited the accompanying balance sheet of Green Meadow Products, Inc. as of June 30, 2015 and the related statement of operations, changes in stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Meadow Products, Inc. as of June 30, 2015 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company suffered a loss from operations during the year ended June 30, 2015, 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. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Cutler & Co. LLC

Wheat Ridge, Colorado

October 14, 2015

 

9605 West 49th Ave. Suite 200 Wheat Ridge, Colorado 80033~Phone 303-968-3281~Fax 303-456-7488~www.cutlercpas.com

F-1a


 

 

GREEN MEADOW PRODUCTS, INC.

BALANCE SHEETS

 

 

 

 

 

 

 

June 30, 2016

 

June 30, 2015

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 Cash

 

$

8,977

$

 

$

33,162

 

Total Current Assets

 

 

8,977

 

 

 

33,162

 

 

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

 

Web development costs, net of accumulated amortization of $5,500 and $2,500 respectively.

 

 

9,500

 

 

 

12,500

 

Other intangible assets, net of accumulated amortization of $3,528 and  $2,452 respectively.

 

 

7,222

 

 

 

8,298

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 

25,699

 

 

$

53,960

 

 

 

 

 

 

 

 

 

 

Liabilities And Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

5,000

 

 

$

298

 

Income tax payable

 

 

-

 

 

 

32

 

Total Current Liabilities

 

 

5,000

 

 

 

330

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

5,000

 

 

 

330

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

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

 

 

52,945

 

 

 

52,945

 

Additional paid-in-capital

 

 

505

 

 

 

505

 

Retained earnings (accumulated deficit)

 

 

(32,751)

 

 

 

180

 

Total Stockholders' Equity

 

 

20,699

 

 

 

53,630

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

 $

25,699

 

 

$

53,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to audited financial statements.

 

F-2

 

 

 

 

 

GREEN MEADOW PRODUCTS, INC.

STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

Year ended

 

Year ended

 

 

June 30, 2016

 

June 30, 2015

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

   Sub license and service agreements

 

$

15,000

 

 

$

40,000

 

 

 

   Pet products

 

 

15,875

 

 

 

3,080

 

 

 

Total Revenue

 

 

30,875

 

 

 

43,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

12,000

 

 

 

400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

18,875

 

 

 

42,680

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 Professional fees

 

 

29,825

 

 

 

35,750

 

 

 

 Advertising and marketing

 

 

6,000

 

 

 

10,000

 

 

 

 Amortization

 

 

4,076

 

 

 

3,413

 

 

 

 Consulting

 

 

11,000

 

 

 

-

 

 

 

 General & administrative

 

 

905

 

 

 

529

 

 

 

 Director’s remuneration

 

 

-

 

 

 

6,000 

 

 

 

Total Operating Expenses

 

 

51,806

 

 

 

55,692

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before taxes

 

 

(32,931)

 

 

 

(13,012)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (benefit)

 

 

-

 

 

 

(1,952)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

$

(32,931))

 

 

$

(11,060))

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) Basic and Diluted

 

$

(0.00)

*

 

$

(0.00

)*

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average of Common Shares Outstanding - Basic and Diluted

 

 

52,944,500

 

 

 

52,944,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

See accompanying notes to audited financial statements.

 

F-3


 


GREEN MEADOW PRODUCTS, INC.

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

 

 

Common Stock Number of Shares (1)

 

Amount (1)

 

Additional Paid in Capital (1)

 

Accumulated Earnings (Deficit)

 

Total

Balance, June 30, 2013

 

 

51,338,000

 

 

$

51,338

 

 

$

(20,838)

 

 

$

(13,898)

 

 

 

16,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for cash consideration

 

 

556,500

 

 

 

557

 

 

 

7,393

 

 

 

—  

 

 

 

7,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for services

 

 

1,050,000

 

 

 

1,050

 

 

 

13,950

 

 

 

—  

 

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the year ended June 30, 2014

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

25,138

 

 

 

25,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2014

 

 

52,944,500

 

 

$

52,945

 

 

$

505

 

 

$

11,240

 

 

$

64,690

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2015

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(11,060)

 

 

 

(11,060)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2015

 

 

52,944,500

 

 

$

52,945

 

 

$

505

 

 

$

180

 

 

$

53,630

 

Net loss for the year ended June 30, 2016

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

(32,931)

 

 

 

(32,931)

 

Balance, June 30, 2016

 

 

52,944,500

 

 

$

52,945

 

 

$

505

 

 

$

(32,751)

 

 

$

20,699

 

 

(1) As retrospectively restated for the 1:7 forward split completed effective June 1, 2015.

 

See accompanying notes to audited financial statements.

 

F-4

 

 


 

 

 

 

GREEN MEADOW PRODUCTS, INC.

STATEMENT OF CASH FLOWS

 

 

Year Ended

 

Year Ended

 

June 30, 2016

 

June 30, 2015

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

Net income (loss)

$

(32,931)

 

 

$

(11,060)

 

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

 

 

 

 

 

 

 

   Amortization expense

 

4,076

 

 

 

3,413

 

   Stock for services

 

 

 

 

 

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

Inventory

 

— 

 

 

 

 

 

Accounts payable

 

4,702

 

 

 

298

 

Income tax Benefit

 

(32)

 

 

 

(1,952)

 

 

 

 

 

 

 

 

 

Net Cash Provided by (Used in) Operating Activities-continuing operations

 

(24,185)

 

 

 

(9,301)

 

 

 

 

 

 

 

 

 

Net Cash Provided by (Used in) Operating Activities-Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by (Used in) Operating Activities

 

(24,185)

 

 

 

(9,301)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

Website development costs

 

-

 

 

 

(5,000)

 

Purchase of intellectual property

 

-

 

 

 

 (250)

 

Net Cash used in Investing Activities

 

-

 

 

 

(5,250)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

Proceeds for the sale of common stock

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in Cash

 

(24,185)

 

 

 

(14,551)

 

 

 

 

 

 

 

 

 

Cash at Beginning of Year

 

33,162

 

 

 

47,713

 

 

 

 

 

 

 

 

 


 

 

Cash at End of Year

$

8,977

 

 

$

33,162

 

 

 

 

 

 

 

 

 

Supplemental disclosure

 

 

 

 

 

 

 

Cash paid for Interest

$

—  

 

 

$

—  

 

Cash paid for income taxes

$

—  

 

 

$

—  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to audited financial statements.

 

F-5

 

GREEN MEADOW PRODUCTS, INC.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 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 and are presented in US dollars. The Company's year-end is June 30.

 

 

ESTIMATES

 

The preparation of the financial statement in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

CASH AND CASH EQUIVALENTS

 

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of June 30, 2016 or 2015.


 

 

 

 

CUSTOMER AND PURCHASE CONCENTRATION

 

During the years ended June 30, 2016 and 2015, the following customers represented more than 10% of the Company’s sales:

 

 

 

June 30, 2016

 

June 30, 2015

 

 

$

%

 

$

%

Total licensing revenue

 

15,000

48.6

 

40,000

93

Total product revenue *

 

15,875

51.4

 

3,080

7

Total revenue

 

30,875

100

 

43,080

100

 

 

 

 

 

 

 

Total licensing revenue

 

 

 

 

 

 

Customer A

 

5,000

16.1

 

10,000

23

Customer B

 

 

30,000

70

Customer C

 

10,000

32.5

 

Customer D

 

 

 

 

Customer E

 

 

 

 

 

 

 

 

 

 

 

Concentration total

 

15,000

48.6

 

40,000

93

 

INVENTORY

 

Inventory is recorded at lower of cost or market; cost is computed on a first-in first-out basis.

 

FINANCIAL INSTRUMENTS

 

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. Accounting Standards Codification ("ASC") 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs which reflect a reporting entity's own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

 

The recorded amounts of financial instruments, comprising cash, accounts payable and income tax payable, approximate their market values as of June 30, 2016 due to the short term maturities of these financial instruments.

 

F-6 

 


 

WEBSITE DEVELOPMENT COSTS

 

Under ASC350-50, Website Development Costs, costs and expenses incurred during the planning and operating stages of the Company's website are expensed as incurred. Under ASC 350-50, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website's estimated useful life or period of benefit which is estimated to be 5 years.

 

OTHER INTANGIBLE ASSETS

 

Under ASC 350-50-1, costs incurred in the acquisition of an intangible asset are capitalized by the Company. As of June 30, 2106 and 2015 our intangible asset related to the purchase of our Green Meadow PR formula for natural pain relief  for animals and is being amortized to expense over the formula's estimated useful life or period of benefit which is estimated to be 10 years.

 

IMPAIRMENT OF 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.

 

INCOME TAXES

 

We account for income taxes in accordance with FASB ASC 740, Income Taxes which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

 

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) collectability 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 collectability 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 years ended June 30, 2016 and 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.

 

ADVERTISING COSTS

 

The Company's policy regarding advertising is to expense advertising when incurred. The Company incurred advertising and marketing expense of $6,000 during the year ended June 30, 2016 and $10,000 in the year ended 2015.   

 

 

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 years ended June 30, 2016 or 2015.   

 

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.

 

F-7

 

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 June 30, 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 –LICENSING AND SERVICE AGREEMENTS 

 

 

On September 18, 2014, we entered into a contract with Eastwinds Holding Corporation ("EWH") for the non-exclusive sub licensing rights to manufacture and sell our Green Meadow PR formula in the United States with the exception of Virginia and North Carolina, for the sum of $15,000. There are no future royalties attached to the sale of these rights. Under the terms of the contract we were required to deliver all details, digital information, specifications and samples of the Green Meadow PR formula upon acceptance of the contract and upon receipt of the $15,000 payment, which we have done. We have no further obligations under the contract. Accordingly we have recognized in full the $15,000 received from the sale of these licensing rights as revenue during the period. The rights have no duration or termination constraints. In a separate agreement dated October 20, 2014 with Eastwinds Holding corporation we entered into a service agreement for $15,000 to assist East Winds Holding corporation in the manufacturing process for the Green Meadow PR formula which had previously been license to East winds Holding Corporation.

 

On June 10, 2015, we signed a contract with Wholesale 4 You, Inc. ("Wholesale") whereby Wholesale acquired the exclusive licensing rights to manufacture and sell our stress relief relief product for the sum of $10,000. There are no future royalties attached to the sale of these rights. Under the terms of the contract we were required to deliver all details, digital information, specifications and samples of our Green Meadow Stress Relief formula upon acceptance of the contract and upon receipt of the $10,000 payment, which we have done. We have no further obligations under the contract. Accordingly we have recognized in full the $10,000 received from the sale of these licensing rights as revenue during the period. On September 15, 2015 we entered into a service agreement for $5,000 with Wholesale 4 You, Inc. to assist with the marketing of the stress relief product previously acquired from us.

 

On December 17, 2015 we were paid $10,000 by Mountain High Products, Inc., 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.

 

 

 Note 5 - 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. Subsequently we determined that the revenues generated by the Company were not sufficient to support operations and a salary. We entered into a new employment agreement on April 1, 2015 which supersedes any past agreements whereby Stan Windhorn under the new agreement will be awarded compensation at the discretion of the Company’s board. The Company has not incurred any salary under this new agreement since April 1, 2015 to the date of the issuance of this Form 10K.


 

F-8

  

Note 6 - INCOME TAXES

 

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

 

 

 

 

June 30, 2016

 

June 30, 2015

 

 

%

 

%

Income tax provision at the federal statutory rate

 

 

15

 

 

 

15

 

Effect of operating losses

 

 

(15)

 

 

 

-

 

 

 

 

-

 

 

 

15

 

 

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

 

 

June 30, 2016

 

June 30, 2015

 

 

 

 

 

Net operating loss carry forward

 

$

4,940

 

 

$

-

 

Valuation allowance

 

 

(4,940) 

 

 

 

-

 

 

 

$

 

 

$

-

 

 

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

 

 

 

June 30, 2016

 

June 30, 2015

 

 

 

 

 

Tax Benefit at statutory rate

 

$

4,940

 

 

$

1952

 

Change in Valuation allowance

 

 

(4,940)

 

 

 

-

 

 

 

$

-

 

 

$

1,952

 

 

 

During the year ended June 30, 2015, we recognized a tax credit of $1,952 relating to the tax losses incurred in the year compared to no tax credit during the year ended June 30, 2016.

 

 

Note 7 - COMMITMENTS AND CONTINGENCIES

 

Contractual obligation

 

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. Subsequently we determined that the revenues generated by the Company were not sufficient to support operations and a salary. We entered into a new employment agreement on April 1, 2015 which supersedes any past agreements whereby Stan Windhorn under the new agreement will be awarded compensation at the discretion of the Company’s board. The Company has not incurred any salary under this new agreement since April 1, 2015 to the date of the issuance of this Form 10K.

 

We did not enter into any long term contractual obligations during the years ended June 30, 2016 or 2015.


 

 

Litigation

 

We were not subject to any legal proceedings during the years ended June 30, 2016 or 2015 and no legal proceedings are currently pending or threatened to the best of our knowledge.

 

Note 8 - COMMON STOCK

 

The Company is authorized to issue seventy five million shares of common stock with $0.001 par value.

 

The Company authorized a share split on June 1, 2015 whereby seven shares (7) of the Company’s common shares were issued for every one (1) share issued and outstanding resulting in 52,944,500 shares of common stock issued and outstanding at June 30, 2015. All numbers for shares of common stock disclosed as issued and outstanding in these financial statements have been retrospectively restated to reflect the impact of this forward split.

 

No shares of common stock were issued during the twelve months ended June 30, 2016 and 2015.

 

As of June 30, 2016 and 2015, there were 52,944,500 shares of common stock issued and outstanding.

 

Note 9 – SUBSEQUENT EVENTS

 

Management has reviewed events between June 30, 2016 to the date that the financials were issued, and there were no significant events identified for disclosure.

 

F-9

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There were no changes or disagreements with Accountants.

 

ITEM 9A.   CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

An evaluation was performed under the supervision of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of June 30, 2016, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms due to material weaknesses in our internal controls described below.

 

Management's Annual Report on Internal Control Over Financial Reporting.

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 


 

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 

Despite these controls, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies, like us, face additional limitations. Smaller reporting companies employ fewer individuals and can find it difficult to employ resources for complicated transactions and effective risk management. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

 

Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2016 based on the criteria established in "Internal Control — Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that as of June 30, 2016, our internal control over financial reporting was not effective based on those criteria.

 

This annual report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act that permit us to provide only management's report in this annual report.

11


 

 

 

Inherent Limitations Over Internal Controls.

 

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Our control systems are designed to provide such reasonable assurance of achieving their objectives. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 


 

Changes in Internal Control Over Financial Reporting.

 

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Attestation Report of the Registered Public Accounting Firm.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.

 

ITEM 9B. OTHER INFORMATION

 

 None. 

 

PART III

 

ITEM 10. EXECUTIVE COMPENSATION.

 

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

 

Executive Compensation

 

Summary Compensation  Table

 

 

 

 

 

 

Salary

 

 

Bonus

 

 

Option Awards

 

 

All Other Compensation

 

 

Total

 

Name and Principal Position

 

Year

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

 

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanley Windhorn President,

 

 

2015

 

 

 

6,000

 

 

 

–  

 

 

 

–  

 

 

 

–  

 

 

 

6,000

 

Chief Executive Officer and Director

 

 

2016

 

 

 

 

 

 

–  

 

 

 

–  

 

 

 

–  

 

 

 

 

   

Option Grants Table. There were no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through June 30, 2016.

  

Compensation of Officers and Directors 

 

We did not accrue or pay any salaries during the year ended June 30, 2016. 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. Subsequently we determined that the revenues generated by the Company were not sufficient to support operations and a salary. We entered into a new employment agreement on April 1, 2015 which supercedes any past agreements whereby Stan Windhorn under the new agreement will be awarded compensation at the discretion of the Company’s board. The company has not incurred any salary under this new agreement during the year ended June 30, 2016.


 

 

Employment Agreements

 

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. Subsequently we determined that the revenues generated by the Company were not sufficient to support operations and a salary. We entered into a new employment agreement on April 1, 2015 which supercedes any past agreements whereby Stan Windhorn under the new agreement will be awarded compensation at the discretion of the Company’s board.

 

The Company has not incurred any salary under this new agreement since April 1, 2015 to the date of the issuance of this Form 10K.

 

ITEM 11. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

 

Executive Officers and Directors

 

The following table and subsequent discussion contains the complete and accurate information concerning our directors and executive officers, their ages, term served and all of our officers and their positions, who will serve in the same capacity with us upon completion of the offering.

 

Name

 

Age

 

Term Served

 

Title / Position(s)

Stanley Windhorn

 

50

 

Since inception, June 22, 2012

 

CEO, and Director

         

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

 

Stanley Windhorn has served as the Company's CEO and Director since June 22, 2012. Stanley Windhorn through his ventures has specialized in marketing to both consumers and businesses, both nationally as well as internationally. He is the Managing Partner and founder of Univative Concepts which is a marketing Company which he has operated since 2005. He was the owner of several Fitness 19 franchises which were sold in 2011. He serves as the Regional Manager for the automobile technology sales company, True Car. We believe his marketing skill sets will bring a distinct advantage to the Company's ability to move forward.

 

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

 

No officer, director, or persons nominated for such positions and no promoters or significant employee of GMP has been involved in legal proceedings that would be material to an evaluation of officers and directors.

 

 12


 

 

 

Indemnification of Directors and Officers

 


 

Except as permitted by the Wyoming Revised Statutes, the Company's Articles of Incorporation do not provide for any additional or different indemnification procedures. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Company regarding which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims of indemnification. The Company has not obtained director's and officer's liability insurance, although the board of directors of the Company may determine to investigate and, possibly, acquire such insurance in the future.

 

Conflict of Interest - Management's Fiduciary Duties

 

Our directors and officer or may become, in their individual capacity, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of businesses.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

None

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of June 30, 2016, information concerning ownership of our securities by:

 

 

-

Each person who owns beneficially more than five percent of the outstanding shares of our common stock;

-

Each person who owns beneficially more than five percent of the outstanding shares of our preferred stock;

-

Each director;

-

Each named executive officer; and

-

All directors and officers as a group.

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The table below sets forth, as of June 30, 2015 and June 30, 2016, certain information with respect to the beneficial ownership of the common stock of our Company by each person who we know to be beneficial owner of more than 5% of any class or series of our capital stock, each of the directors and executive officers individually, and all directors and executive officers as a group. Unless otherwise indicated, each person named in this table has sole voting and investment power with respect to the shares beneficially owned.

 

Title of Class

Name and Address of

Beneficial Owner

Amount and Nature of

Beneficial Ownership

Percent of Class

Common

Stanley Windhorn – CEO and Operating Manager

49,700,000*

94%

 

  13


 

 


 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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. Subsequently we determined that the revenues generated by the Company were not sufficient to support operations and a salary. We entered into a new employment agreement on April 1, 2015 which supersedes any past agreements whereby Stan Windhorn under the new agreement will be awarded compensation at the discretion of the Company’s board. The Company has not incurred any salary under this new agreement since April 1, 2015 to the date of the issuance of this Form 10K.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

Audit Fees

 

For the Company's fiscal year ended June 30, 2015 and 2016, we were billed approximately $9,500 and $7,500 by Cutler and Co. LLC, and $3,000 in 2016 by Prichett, Siler & Hardy for professional services rendered for the audit and reviews of our financial statements.

 

Audit Related Fees

 

For the Company's fiscal year ended June 30, 2015 and 2016, we were not billed for professional services related to our audits, other than the fees discussed in Audit Fees above.

  

Tax Fees

 

For the Company's fiscal years ended June 30, 2015 and 2016, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning by our auditors.

 

All Other Fees

 

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended June 30, 2015 and 2016.

 

 

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.

 

The following documents are filed as part of this report:

Financial Statements and Financial Statement Schedules

The financial statements are included in Item 8 of this Form 10-K.

Exhibits Required by Item 601 of Regulation S-K

Exhibit No. Description

 

31

Certification of President, Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.#

32

Certification of President, Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .#


 

 

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

 

# Filed herewith.

 

14


 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Sections 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.

 

 

 

GREEN MEADOW PRODUCTS, INC

 

 

 

 

 

Dated: September 28, 2016

 

By:

/s/ Stan Windhorn

 

 

 

Stan Windhorn,

 

 

 

President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. 

 

 

 

SIGNATURE

TITLE

DATE

 

 

 

/S/ Stan Windhorn

Stan Windhorn

Director, President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)

September 28, 2016 

 

 

 

 

 

 

 

 

 15