The following discussion and analysis should be read in conjunction with our
unaudited interim condensed consolidated financial statements and related notes
appearing elsewhere in this report on Form 10-Q. In addition to historical
information, this discussion and analysis contains forward-looking statements
that involve risks, uncertainties, and assumptions. Our actual results may
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including but not limited to those set forth under
“Risk Factors” in our Form 10-K, as filed with the United States Securities and
Exchange Commission, or the SEC, on September 7, 2021.
Cautionary Note Regarding Forward-Looking Statements
The information in this report contains forward-looking statements. All
statements other than statements of historical fact made in this report are
forward looking. In particular, the statements herein regarding industry
prospects and future results of operations or financial position are
forward-looking statements. These forward-looking statements can be identified
by the use of words such as “believes,” “estimates,” “intends”, “plans”,
“could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,”
“will,” or “should,” “designed to,” “designed for,” or other variations or
similar words or language. No assurances can be given that the future results
anticipated by the forward-looking statements will be achieved. Forward-looking
statements reflect management's current expectations and are inherently
uncertain. Our actual results may differ significantly from management's
expectations.
Although these forward-looking statements reflect the good faith judgment of our
management, such statements can only be based upon facts and factors currently
known to us. Forward-looking statements are inherently subject to risks and
uncertainties, many of which are beyond our control. As a result, our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those set forth below under
the caption “Risk Factors.” For these statements, we claim the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. You should not unduly rely on these
forward-looking statements, which speak only as of the date on which they were
made. They give our expectations regarding the future but are not guarantees. We
undertake no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
unless required by law.
General
Business Overview
Green Stream Holdings Inc. (the “Company”) is a provider of next-generation
solar energy solutions to underrepresented and/or growing market segments. The
Company is currently targeting high-growth solar market segments for its
advanced solar power generation systems (“solar systems”), operating in multiple
markets and is prepared for conducting business in several industry-friendly
locations including California, Nevada, Arizona, Washington, New York, New
Jersey, Massachusetts, New Mexico, Colorado, Hawaii, and Canada. Our business
office is located at 201 E. Fifth Street, Suite 100, Sheridan, Wyoming 82801.
The Company was originally incorporated on April 12, 2004, in the State of
Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the
Company merged with Eagle Oil Holding Company, a Nevada corporation, and the
surviving entity, the Company, changed its name to “Eagle Oil Holding Company,
Inc.” On April 25, 2019, the Company entered into an Acquisition and Merger
Agreement between the Company and Green Stream Finance, Inc., and following the
merger contemplated by such agreement the Company commenced its current
operations (the “Reorganization”) and changed its name to “Green Stream Holdings
Inc.” Effective September 25, 2019, the Company elected to convert the Company
from Nevada corporation to Wyoming corporation. On December 13, 2019, the
Company amended its articles of incorporation to increase its authorized capital
stock to 10,000,000,000 shares of common stock, par value of $0.001 per share
and 12,000,000 shares shall be shares of preferred stock, par value of $0.001
per share.
The Company's common stock is currently quoted on the OTC Markets under the
symbol “GSFI.”.
We are a marketer and contractor of solar systems to underrepresented and/or
growing market segments to homeowners, landowners, commercial building owners in
the United States. Since the Reorganization, the Company has been involved
primarily in organizational activities as a marketer of solar systems. The
Company has not yet generated any revenues from these activities. The Company
has developed relationships with selective world-class designers and
manufacturers of solar power solutions, such as the famed architect Anthony
Morali of Renewable Energy Development LLC (“RED”), a leading expert in solar
infrastructure design. The Company hopes to leverage these relationships to
offer the unique solar energy solutions provided by RED and others to the
Company's customers. The Company currently has no manufacturing or installation
capabilities and will rely upon third-parties like RED to design, manufacture,
and install our solar systems.
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The Company will be relying on both Renewable Energy Development (RED) and
Amergy Solar for the development, design and construction of its projects. The
Company anticipates retaining RED for solar designs and the local building and
electrical permitting where geographically permissible. As set forth in the
Letter Agreement, the Company will use Amergy Solar to provide the engineering,
procurement and construction work for the projects indicated in the letter
agreement and the Registration Statement including the New York State Energy
Research and Development and utility interconnection applications.
It is anticipated that when projects commence, both RED and Amergy will each be
paid an initial payment upon execution of an agreement for a particular project.
It is also expected that both RED and Amergy will be paid on a
project-by-project basis in installments as they complete various phases of the
project and reach applicable milestones within respective agreements.
For example, we anticipate paying Amergy an initial payment of $25,000 when we
enter into an agreement for a specific project and then an additional
installment of approximately $65,000 for materials and to begin mobilization. As
with any construction job, other amounts will be required to be paid based on
the size and complexity of the project. Similarly, the amounts we anticipate
having to pay RED will likely change on a project by project basis based on the
size and wattage of the particular project.
However, we have not yet entered into any specific agreements for projects with
either RED or Amergy and we therefore cannot predict exactly what such terms
will be.
Solar Systems
The Company intends to generate initial revenue by arranging for the design,
installation, operation, maintenance, repair and replacement of solar systems on
the top of buildings pursuant to leases it has entered into with the owners of
these properties, which leases are discussed in “Plan of Operations” (the Solar
Leases). We currently rely on RED and other vendors for the design, manufacture
and installation of the solar systems we market and sell. These vendors will be
paid on a project by project basis for the design, materials, manufacturing and
installation of each solar system. We will be required to pay for the products
and services needed to build these systems before their completion and before
these systems will be able to produce electricity, and before we will be able to
generate revenues from the sale of that electricity to electric utility
companies or customers. Once these solar systems have commenced operations, and
depending on the regulatory regime, electric utility policies and other
circumstances of the areas in which a solar system is built, the Company will
then market net metering agreements under which the electricity generated by the
system is sold to the customer's local utility company.
Community Solar
“Community Solar” is a collection of solar panels in a publicly shared space
that generates electricity from the sun.
These panels are placed near homes and in neighborhoods where they can provide
maximum benefit to people who typically may not have the ability to use solar
power.
We endeavor to make the move to solar energy simple for our customers by
identifying quality product manufacturers and installers and arranging the
financing, design, permitting, construction and maintenance of our energy
solutions. We work with a group of contractors who design, procure, permit,
install, and interconnect a suitable solar energy solution to the utility grid,
simplifying the installation of solar systems. Although we have engaged
third-party manufacturers for production and distribution logistics, we will be
the party who communicates with the customers throughout the entire period of
services of our energy solutions.
The Company's strategy to increase sales will be to offer fundamentally unique
solar power systems, including those designed by RED or other comparable
designers, and to introduce a highly customizable and personalized approach to
after-sales customer service through a unique type of contractual relationship
with its customers.
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During the next six months it is the Company's plan to:
? Raise capital to build more solar systems and increase its marketing of
Community Solar projects.
? Initiate aggressive online and offline marketing campaigns to build our
brand, market awareness, and recognition.
? Increase sales via increased advertising and marketing campaigns.
? Hire additional key employees to help strengthen the Company.
We plan to work with (i) private homeowners, (ii) local roofing companies, (iii)
solar installation companies, (iv) custom homebuilders, (v) mass-market
homebuilders and (vi) and commercial building and multi-unit residential owners.
Our target market is commercial building and property owners in New York and New
Jersey. To date, we currently have four (4) Solar Leases with commercial
property owners in New York and New Jersey, and, assuming we are able to obtain
adequate financing, we expect to complete these systems. As of the date of this
registration statement, the Company was actively seeking to develop the
following four (4) leases: 111 Station Road, Bellport, New York; 607 Station
Road, Bellport, New York; and 8012 Tonneli Ave, North Bergen, New Jersey.
Description of Products and Services
Green Stream endeavors to provide solar energy solutions to underrepresented
and/or growing market segments that seek renewable energy solutions but don't
have direct access to them. We plan to first develop solar power generation
systems (“solar systems”) at the locations that are the subject of the Solar
Leases, and then market net metering agreements or community solar solutions to
customers nearby, depending on the regulatory regime, electric utility policies
and other circumstances of the areas in which a solar system is built.
The Company believes that its revenues in key regions will be derived directly
from agreements that lease solar systems that we arrange the building of to our
customers. Pursuant to these agreements, the Company, owns, operates, and
maintains the solar system, and a host customer agrees to site the system on its
property. The Company will then attempt to enter into net metering agreements to
sell electric output from the solar services provider for a predetermined period
(usually twenty-five years) to the host's local utility. This financial
arrangement allows the host customer to receive stable and low-cost electricity,
while the solar services provider or another party acquires valuable financial
benefits, such as tax credits and income generated from the sale of electricity.
The Company would be responsible for the development, design, and the
administration of the project, obtaining permits, financing, and managing the
solar system, and well as its installation and maintenance.
The Company does not expect to enter into agreements for the design,
construction or installation of any solar facilities until it has obtained all
necessary approvals for the installation of the system from local authorities
and entered into a net metering agreement with the applicable utility. Moreover,
pursuant to the terms of the Company's existing leases, the Company is similarly
not required to pay rent to the owner until it begins generating revenue through
a net metering agreement. If, however, the Company commences, or engages a
contractor to commence, the development, construction or installation of a solar
system prior to entering into a net metering agreement, there can be no
assurance that the Company will be successful in entering into a net metering
agreement following the facility's completion and the Company may be required to
seek alternative means to recoup the investment in the facility, such as a
purchase power agreement, for example, of which there can be no assurance that
the Company will be able to find such an arrangement or find one on terms that
are favorable to the Company.
An interconnection agreement is generally required from the applicable local
electricity utility to interconnect a solar energy system with the utility grid.
In almost all cases, interconnection agreements are standard form agreements
that have been pre-approved by the local public utility commission or other
regulatory body with jurisdiction over interconnection. As such, no additional
regulatory approvals are required once interconnection agreements are signed. We
would prepare and submit these agreements on behalf of our customers to ensure
compliance with interconnection rules. Under this business model, the host
customer buys the services produced by our solar energy solutions rather than
the solution itself.
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We expect to function as the project coordinator, arranging the financing,
design, permitting, and construction of the system. We plan to purchase the
solar panels for the project from a PV manufacturer, who provides warranties for
system equipment. The installers we initially plan to contract with will design
the system, specify the appropriate system components, and may perform the
follow-up maintenance over the life of the PV system. Although we may eventually
develop an in-house team of installers, we currently do not have such a team.
Once the construction agreement is signed, a typical installation is expected to
be completed in three to six months.
Plan of Operations
We intend to pursue the development of our solar greenhouses, sales of Community
Solar installations, and development of Company owned Community Solar
installations. Development of solar greenhouses is dependent upon or continued
relationship with RED and Anthony Morali. We also seek to capitalize on the
agreements in principal we have with several commercial buildings owners where
we hope to install solar systems where we will market our solar power solution
to customers close to those facilities and capitalize on tax incentives for
solar power generation and the sale of excess capacity back to local utilities.
We will experience a relative increase in liquidity as we receive net offering
proceeds and a relative decrease in liquidity as we spend net offering proceeds
in connection with the acquisition, development, and operation of our assets. We
have identified no additional material internal or external sources of liquidity
as of the date of this offering circular.
We expect to use the net proceeds received from our Regulation A offering in our
efforts related to research and development in conjunction with RED and
exploration of market opportunities, as well as for working capital and other
general corporate purposes. Our anticipated costs include employee salaries and
benefits, compensation paid to consultants, capital costs for research and other
equipment, costs associated with development activities including travel and
administration, legal expenses, sales and marketing costs, general and
administrative expenses, and other costs associated with a development-stage
company. We do not anticipate increasing the number of employees because the
Company intends to use independent contractors; however, this is highly
dependent on the nature of our development efforts. We anticipate adding
employees in the areas of sales and marketing, and general and administrative
functions as required to support our efforts. We expect to incur consulting
expenses related to technology development and other efforts as well as legal
and related expenses to protect our intellectual property.
The amounts that we actually spend for any specific purpose may vary
significantly, and will depend on a number of factors including, but not limited
to, the pace of progress of our commercialization and development efforts,
actual needs with respect to product testing, research and development, market
conditions, and changes in or revisions to our marketing strategies, as well as
any legal or regulatory changes which may ensue. In addition, we may use a
portion of any net proceeds to acquire complementary products, technologies or
businesses; however, we do not have plans for any acquisitions at this time. We
will have significant discretion in the use of any net proceeds. Investors will
be relying on the judgment of our management regarding the application of the
proceeds of any sale of our common stock.
There is a current market trend of declining prices in solar power cells and
solar power modules. Although our solar power greenhouse is projected to have
both a significant advantage of both cost and efficiency, which we believe would
minimize the effects of the trend, there is no certainty that government,
commercial and retail consumers will continue to enter into the solar market.
If we are unable to raise the net proceeds from our Regulation A Offering that
we believe are needed to fund or business plan, we may be required to scale back
our development plans by reducing expenditures for employees, consultants,
business development and marketing efforts, and other envisioned expenditures.
This could reduce our ability to commercialize our technology or require us to
seek further funding earlier, or on less favorable terms, than if we had raised
the full amount of the offering.
If management is unable to implement its proposed business plan or employ
alternative financing strategies, it does not presently have any alternative
proposals. In that event, investors should anticipate that their investment may
be lost and there may be no ability to profit from this investment.
We cannot assure you that our development products will be approved or accepted,
that we will ever earn revenues sufficient to support our operations or that we
will ever be profitable. Furthermore, since we have no committed source of
financing, we cannot assure you that we will be able to raise money as and when
we need it to continue our operations. If we cannot raise funds as and when we
need them, we may be required to severely curtail, or even to cease our
operations.
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Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of
operations are based on our financial statements that have been prepared under
accounting principle generally accepted in the United States of America. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
A summary of significant accounting policies is included in Note 2 to the
consolidated financial statements included in this Registration Statement. Of
these policies, we believe that the following items are the most critical in
preparing our financial statements.
Use of Estimates
Preparing financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. Actual results and outcomes may differ from
management's estimates and assumptions.
Stock-Based Compensation
The Company accounts for its stock-based compensation in accordance with ASC
718, Compensation – Stock Compensation, which requires the measurement and
recognition of compensation expense for all share-based payment awards made to
employees and directors to be recognized in the financial statements, based on
their fair value. The Company measures share-based compensation to consultants
in accordance with ASC 505-50, Equity-Based Payments to Non-Employees, and
recognizes the fair value of the award over the period the services are rendered
or goods are provided.
Most Recent accounting pronouncements
Refer to Note 1 in the accompanying consolidated financial statements.
Impact of Most Recent Accounting Pronouncements
There were no recent accounting pronouncements that have had a material effect
on the Company's financial position or results of operations.
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