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EX-32.1 - EXHIBIT 32.1 - Optec International, Inc.ex32.htm
EX-31.1 - EXHIBIT 31.1 - Optec International, Inc.ex31.htm
 
 
  
UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
 
FORM 10-Q
 
[X] Quarterly report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2016
 
[_] Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ________________to ________________
 
Commission file number 333-198993
 
GREEN MEADOW PRODUCTS, INC.
(Name of small business issuer in its charter)
 
 
Wyoming
7812
45-5552519
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification
Code Number)
 
1010 Industrial Road, Ste. 70
Boulder City, Nevada 89005
www.GreenMeadowProducts.com
702-682-8350
(Address and telephone number of registrant's principal executive offices and principal place of business)
 
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]      No [_]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [_]
 
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer [_]
Accelerated filer [_]
Non-accelerated filer [_]
Smaller reporting company [X]
(Do not check if a smaller reporting company)
 
  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [_]    No [X]
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
Outstanding at December 31, 2016
Common Stock, $0.001 par value per share
52,944,500
 
 

 
 
   
 
GREEN MEADOW PRODUCTS, INC.
TABLE OF CONTENTS
  INDEX
  
 
 
Page
 
 
 
Part I.
Financial Information
 
 
 
 
Item 1.
Financial Statements:
3
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
10
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
13
 
 
 
Item 4.
Controls and Procedures
13
 
 
 
Part II.
Other Information
14
 
 
 
Item 1.
Legal Proceedings
14
 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
14
 
 
 
Item 3.
Defaults upon Senior Securities
14
 
 
 
Item 4.
Mine Safety Disclosures
14
 
 
 
Item 5.
Other Information
14
 
 
 
Item 6.
Exhibits
 14
 
 
 
Signatures
 
15
 
 
 
 
2


 
 
ITEM 1. CONDENSED FINANCIAL STATEMENTS
 
UNAUDITED FINANCIAL STATEMENTS
GREEN MEADOW PRODUCTS, INC.
TABLE OF CONTENTS
December 31, 2016
  
Condensed Unaudited Financial Statements
 
Balance Sheet as of December 31, 2016  and June 30, 2016 (unaudited)
3
Statements of Operations for the three months and six months ended December 31, 2016 and 2015 (unaudited)
4
Statements of Cash Flows for the six months ended December 31, 2016 and 2015(unaudited)
5
Notes to the Unaudited Condensed Financial Statements
6
 
 
 
 
 
3

 
 
GREEN MEADOW PRODUCTS, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
 
 
December 31,
2016
   
June 30,
2016
 
 
           
Assets
           
Current Assets
           
 Cash
 
$
1,052
   
$
8,977
 
Accounts Receivable
   
6,100
     
-
 
Total Current Assets
   
7,152
     
8,977
 
 
               
Other Assets
               
Web development costs, net of amortization of $7,000 and $5,500 respectively
   
8000
     
9,500
 
Other intangible assets, net of amortization of $4,066 and $3,528 respectively
   
6,684
     
7,222
 
 
               
Total Assets
 
$
21,836
   
$
25,699
 
 
               
Liabilities And Stockholders' Equity
               
 
               
Current Liabilities
               
Accounts payable
 
$
-
   
$
5,000
 
     
-
         
Total Current Liabilities
   
-
     
5,000
 
 
               
Total Liabilities
   
-
     
5,000
 
  
Commitments and Contingencies
               
Stockholders' Equity
               
Common stock $0.001 par value 75,000,000 shares authorized 52,944,500 shares issued and outstanding
   
52,945
     
52,945
 
Additional paid-in-capital
   
505
     
505
 
Accumulated Earnings (deficit)
   
(31,614
)
   
(32,751
)
Total Stockholders' Equity
   
21,836
     
20,699
 
 
               
Total Liabilities and Stockholders' Equity
 
$
21,836
   
$
25,699
 
 
               
 
               
 
               
  
See accompanying notes to unaudited financial statements.
 
 
 
4

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

         
   
Three Months Ended
December 31   
   
Six Months Ended
December 31  
 
 
 
2016
   
2015
   
2016
   
2015
 
Revenue
                       
   Pet Products
                     
3,360
 
   Sub license agreements
 
$
5,100
   
$
10,000
   
$
12,200
   
$
15,000
 
Total Revenue
   
5,100
     
10,000
     
12,200
     
18,360
 
                                 
Cost of goods sold
   
-
     
-
     
-
     
2,000
 
                                 
Gross Profit
   
5,100
     
10,000
     
12,200
     
16,360
 
                                 
Operating Expenses
                               
Professional fees
   
1,022
     
18,499
     
9,022
     
29,397
 
Amortization
   
1,019
     
1,019
     
2,038
     
2,038
 
Generaland Administrative
   
-
     
530
     
3
     
781
 
Total Operating Expenses
   
2,041
     
20,048
     
11,063
     
32,216
 
 
                               
Income (loss) before income taxes
   
3,059
     
(10,048
)
   
1,137
     
(15,856
)
 
                               
Income taxes (benefit)
   
-
     
(1,507
)
           
(2,378
)
 
                               
Net Income (loss)
 
$
3,059
   
$
(8,541
)
 
$
1,137
   
$
(13,478
)
 
                               
Basic and Diluted Income (Loss) Per Share from operations
   
0.00
*    
(0.00
)*
   
0.00
*    
(0.00
)*
                                 
Weighted Average of Common Shares Outstanding basic and diluted
   
52,944,500
     
52,944,500
     
52,944,500
     
52,944,500
 
 
                               
 * denotes loss of less than $0.01 per share
See accompanying notes to condensed unaudited financial statements.
 
 
 
5

GREEN MEADOW PRODUCTS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
  
   
Three Months Ended
December 31, 2016
   
Six Months Ended
December 31, 2015
 
 
           
Cash Flows from Operating Activities
           
Net income (loss)
 
$
1,137
   
$
(13,478
)
Adjustments to Reconcile Net Income (Loss) To Net Cash
   Provided by (Used In) Operating Activities:
               
   Amortization
   
2,038
     
2,038
 
   Accounts Payable
   
(5,000
)
   
(298
)
   Accounts Receivable
   
(6,100
)
   
-
 
Changes in operating assets and liabilities
               
Income tax payable (benefit)
   
-
     
(2,378
)
Net Cash Used in Operating Activities-
   
(7,925
)
   
(14,116
)
 
               
Cash Flows from Investing Activities
   
-
     
-
 
Net Cash used in Investing Activities
   
-
     
-
 
 
               
Decrease in Cash
   
(7,925
)
   
(14,116
)
 
               
Cash at Beginning of Period
   
8,977
     
33,162
 
 
               
Cash at End of Period
 
$
1,052
   
$
19,046
 
 
               
Supplemental disclosure
               
Cash paid for Interest
 
$
   
$
 
Cash paid for income taxes
 
$
   
$
 
 
               
 
               
 
See accompanying notes to unaudited financial statements.
 
 
 
 
 
 
6


GREEN MEADOW PRODUCTS, INC.
NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 AND JUNE 30, 2016 AND FOR THE THREE AND SIX MONTHS ENDED
DECEMBER 31, 2016 AND 2015
 
Note 1 – NATURE OF OPERATIONS
 
Green Meadow Products, Inc. ("the Company", "GMP", "we", "us" or "our") was incorporated under the laws of the State of Wyoming on June 22, 2012.
 
The Company initially acquired a product for trucking fleets on December 20, 2012. Subsequently on April 18, 2013, we made the decision to take the business in a different direction and sold the product for the trucking fleets at a loss. The Company's current focus is on the sales of licensing rights to our Green Meadow PR formula and the manufacturing and sales of our Green Meadow PR formula as well as the manufacturing and sales of our PawPal product and our recently acquired stress relief formula.
 
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.
 
BASIS OF PRESENTATION
 
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP for complete financial statements. Certain information and note disclosures normally included in audited financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
 
In the opinion of management, all adjustments (consisting of normal recurring adjustments and accruals) considered necessary for a fair presentation of the results of operations for the period presented have been included in the interim period. The operating results for the three-month period ended December 31, 2016 are not necessarily indicative of the results to be expected for the entire year ending June 30, 2017 or for any future period.
 
These unaudited condensed financial statements and notes should be read in conjunction with the financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended June 30, 2016.
 
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.
 
 
7

 
 
CUSTOMER AND PURCHASE CONCENTRATION
 
During the three months quarter ended December 31, 2016 we had a sales of sub license agreement for $5,100. During the three months quarter ended December 31, 2015 we had a referral fee for sub license agreement of the Green Meadow Pain Formula of $10,000 which accounted for 100% of our revenue;  During the six months ended December 31, 2016 we had sales of $12,200 from two customers which equates to 100% of sales; During the six months ended December 31, 2015 we had sales of $18,360 from three customers; one customer for $10,000 which equates to 55% of sales, one customer for $5,000 which equates to 27% of sales and one for $3,360 which equates to 18% of sales.
 
NET INCOME (LOSS) PER SHARE OF COMMON STOCK
 
The Company computes net income (loss) per share in accordance with ASC 105, "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
 
The Company has no potentially dilutive debt or equity instruments issued and outstanding during the quarters ended December 31, 2016 or 2015.   

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 the completion of delivery of the license agreement and invoice to the customer and/or receipt of the payment if the license has stand-alone value and we do not have ongoing involvement or obligations. 

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.
 
 
8

 
 
Note 3– GOING CONCERN
 
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As at December 31, 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 - 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:

For the three month and six month period ended December 31, 2016, we did not recognize a tax expense, due to utilization of net operating loss carryforwards..
 
Note 5 – SUBSEQUENT EVENTS
 
Management has reviewed events between December 31, 2016 to the date that the financials were issued, and there were no significant events identified for disclosure.
 
 
9

 
 
   
ITEM 2.  Management's discussion and analysis of financial condition and results of operations
 
GENERAL
 
Green Meadow Products, Inc. ("the Company", "GMP", "we", "us" or "our") was incorporated under the laws of the State of Wyoming on June 22, 2012. 
 
The Company initially acquired a product for trucking fleets which it sold at a loss in order to focus on the pet product business. The Company now operates in the pet natural health supplement and related fields; with a focus on natural pet pain relief formulas and pet pain preventative products. We believe it will be able to successfully compete in today's natural supplement and related fields industry by controlling production costs and by limiting its distribution expenses using, primarily, online marketing tools to promote its products and to further develop its digital strategies.
 
Significant Accounting Policies and Estimates
 
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's consolidated financial statements which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
 
Revenue Recognition
 
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
 
The Company's revenues have been generated primarily through sublicense and distribution agreements related to our Paw Pal product and our pain relief products. The terms of these agreements generally consist solely of upfront, nonrefundable payments for licensing and distribution rights. Revenues from non-refundable licensing and distribution fees are recognized upon the completion of delivery of the license agreement and invoice to the customer and/or 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, 2016 and the six month period ended December 31, 2016, all license payments met the above criteria or in the case of one contract, the only continuing involvement was to sell our products to the distributor at pricing that is consistent with market transactions, thereby allowing for the recognition of revenue for the licensing and distribution arrangements upon receipt. 
 
When non-refundable license fees do not meet this criteria, the license revenues are recognized over the expected period of performance. We periodically review for any expected period of substantial involvement under the agreements that provide for non-refundable up-front payments and license fees. If ever applicable, we will adjust the amortization periods when appropriate to reflect changes in assumptions relating to the duration of our expected involvement.
 
 
10

 
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
 
Results of Operations
 
For The Three Months And Six Months Ended December 31, 2016 Compared To The Three Months And Six Months Ended December 31, 2015

Revenue
 
For the three month period ended December 31, 2016, we had $5,100 in revenues derived from the sale of a sub license agreement to Mountain High Products, Inc. for a dog treat formulation containing pain relief ingredients, and for the six month period ended December 31, 2016 we had gross revenues of $12,200 derived from the sale of a sub license agreement to Sandstone Enterprises in the amount of $7,100 and  Mountain High Products, Inc. in the amount of $5,100 for a dog treat formulation containing pain relief ingredients.

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

Cost of Sales
 
For the three month and six period ended December 31, 2016, we had no cost of goods.

For the three month period ended December 31, 2015, we had no cost of goods and for the six month period ended December 31, 2015 we recognized cost of goods of $2,000 relating to the dog treats which we sold as a market test at a street fair in the period.
 
Gross Profit
 
For the three month period ended December 31, 2016, we recognized profit of $5,100 and for the six month period ended December 31, 2016 we recognized a gross profit of $12,200.

For the three month period ended December 31, 2015, we recognized a gross profit of $10,000 from the assistance in international sales from Mountain High Products due to the factors discussed above and the licensing rights for our stress relief formula and for the six month period ended December 31, 2015 we recognized a gross profit of $16,360 due to the factors discussed above.
 
 
11

 
 
Operating Expenses
 
For the three month period ended December 31, 2016, we incurred total operating expenses of $2,041 consisting of professional fees of $1,022 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $1,019, consulting fees of $0 and general and administrative fees of $0.  For the six month period ended December 31, 2016, we incurred total operating expenses of $11,063 consisting of professional fees of $9,022 which were attributable to expenses relating to our SEC filings and accounting costs, amortization of $2,038, and general & administrative fees of $3.

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

For the three month and six month period ended December 31, 2016, we did not recognize a tax expense.
 
For the three month period ended December 31, 2015, we recognized a tax credit of $1,507 and for the six month period ended December 31, 2015 we recognized a tax credit of $2,378 in respect of tax losses generated in the period that were available to carry back and generate a tax refund in respect of taxable profits generated in the prior year. .
 
Net Income (Loss)

For the three month period ended December 31, 2016, we incurred a net profit of $3,059 due to the factors discussed above and for the six month period ended December 31, 2016 we incurred a net profit of $1,137 due to the factors discussed above. 

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

Liquidity and Capital Resources
 
For The Six Months Ended December 31, 2016 Compared To The Year Ended June 30, 2016.

As at December 31, 2016, the Company had cash on hand of $1,052, total assets of $21,836, total liabilities of $0 and stockholders' equity of $21,836.

As at June 30, 2016, 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 in the six months ended December 31, 2016 was largely attributable to operating loss incurred in the period.
 
Operating Activities

For the six month period ended December 31, 2016, we used $7,925 cash in operating activities compared to $14,116 in cash from operating activities in the six months ended December 31, 2015. 

During the six months ended December 31, 2016, we incurred a net profit of $1,137, amortization expense of $2,038 a decrease in accounts payable of $5,000 and a change in tax payable/receivable of $(6,100).
 
During the six months ended December 31, 2015, we incurred a loss of $13,478, amortization expense of $2,038 a decrease in accounts payable of $298 and a change in tax payable/receivable of $(2,378).
 
 
12

 
 
Investing Activities
 
For the six month period  December 31, 2016 and 2015 we had $0 invested.

Financing Activities
  
During the six months ended December 31, 2016 and 2015 we neither generated nor used any funds in financing activities.
 
Our auditor's report states the following with regard to our ability to continue as a going concern, "has yet to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern".
 
The Company believes it may have sufficient cash resources available to fund its primary operation for the next twelve (12) months. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations beyond the end of the Company's December 31, 2016 quarter. The Company has not negotiated nor has available to it any other third party sources of liquidity.
 
The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
 
Item 4. Controls and Procedures
   
Evaluation of Disclosure Controls and Procedures
 
Our chief executive officer and chief financial officer are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1933 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to the our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1933) as of December 31, 2016. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, such controls and procedures were effective.
 
Changes in internal controls
 
There were no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
13

 
 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings
 
The Company was not subject to any legal proceedings during the three and three month periods ended December 31, 2016 or 2015 and to the best of our knowledge and belief no proceedings are currently threatened or pending.
 
Item 1A. Risk Factors
 
 As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
No unregistered equity securities were issued sold during the three months ended December 31, 2016. 
 
Item 3. Defaults upon Senior Securities
 
No senior securities were issued and outstanding during the three and three months ended December 31, 2016 and 2015.
 
Item 4. Mining Safety Disclosures
 
Not applicable to our Company.
 
Item 5. Other Information
 
None.
 
ITEM 6. EXHIBITS
 
Number
Exhibit
8-K
Item 4.01 Change in Accountants
31.1**
Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
** Filed Herewith
 
 
 
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
 
 Dated: February 7, 2017
GREEN MEADOW PRODUCTS, INC.
 
 
 
 
By:
/s/ Stanley Windhorn
 
 
Stanley Windhorn,
 
 
Chief Executive Officer
 
 
 
 

 
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