SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|[X]||Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934|
|For the quarterly period ended August 31, 2015.|
|[ ]||Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934|
|For the transition period from _____________ to _____________.|
(Commission file number)
GREENPLEX SERVICES, INC.
(Exact name of small business issuer as specified in its charter)
|(State or other jurisdiction||(IRS Employer||(Registrant’s telephone number)|
|of incorporation or organization)||Identification No.)|
2525 E. 29th Ave. Ste. 10-B
Spokane, WA 99223
|(Address of principal executive offices)|
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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile 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). Yes [X] No [ ]
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. (Check one):
|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]
Number of shares outstanding of the issuer’s common stock as of August 4, 2020: 38,022,550 shares
TABLE OF CONTENTS
|PART I – FINANCIAL INFORMATION||F-1|
|Item 1.||Financial Statements||F-1|
|Balance Sheets at August 31, 2015 (Unaudited) and November 30, 2014||F-1|
|Statements of Operations for the Three and Nine Months Ended August 31, 2015 and 2014 (Unaudited)||F-2|
|Statements of Cash Flows for the Nine Months Ended August 31, 2015 and 2014 (Unaudited)||F-3|
|Notes to the Financial Statements (Unaudited)||F-4|
|Item 2.||Management’s Discussion and Analysis of Financial Condition and Results of Operations||3|
|Item 3.||Quantitative and Qualitative Disclosures About Market Risk||4|
|Item 4.||Controls and Procedures||4|
|PART II – OTHER INFORMATION||5|
|Item 1.||Legal Proceedings||5|
|Item 2.||Unregistered Sales of Equity Securities and Use of Proceeds||5|
|Item 3.||Defaults Upon Senior Securities||5|
|Item 4.||Mine Safety Disclosure [Not Applicable]||5|
|Item 5.||Other Information||5|
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
|GreenPlex Services, Inc.|
|August 31, 2015||November 30, 2014|
|Accounts receivable, net of allowance of $1,546||—||10,674|
|Total Current Assets||—||37,408|
|Less: accumulated depreciation||—||(25,387||)|
|Landscaping Equipment, net||—||534|
|Note receivable-Joint venture, including interest||—||20,728|
|Other Assets- JV investment||—||305,000|
|Total Other Assets||—||325,728|
|Liabilities and Stockholders' Deficit|
|Accounts payable and accrued expenses||$||129,139||$||64,021|
|Notes payable-related party||61,550||61,450|
|Convertible notes payable||280,000||280,000|
|Sales tax payable||—||825|
|Accrued payroll liabilities||1,961||3,096|
|Total Current Liabilities||472,650||409,392|
|Common stock, $0.001 par value, 75,000,000 shares|
|authorized, 37,355,883 issued and outstanding||37,356||37,356|
|Additional paid-in capital||420,505||420,505|
|Total Stockholders' Deficit||(472,650||)||(45,722||)|
|Total Liabilities and Stockholders' Deficit||$||—||$||363,670|
|See accompanying notes to these unaudited financial statements.|
|GreenPlex Services, Inc.|
Statements of Operations
For the Three Months Ended
For the Nine Months Ended
|Salaries and compensation||-||13,411||12,000||19,033|
|General and administrative||-||56,478||343,493||79,403|
|Total Operating Expenses||-||144,186||407,612||237,574|
|Loss from Operations||-||(130,373)||(407,612)||(213,401)|
|Interest and Finance Charges, net||(6,553)||(3,652)||(19,316)||(4,506)|
|Loss Before Income Tax Provision||(6,553)||(134,025)||(426,928)||(217,907)|
|Income Tax Provision||-||-||-||-|
|Net Loss per Common Share - Basic and Diluted||$||(0.00)||$||(0.00)||$||(0.01)||$||(0.01)|
|Weighted Average Common Shares Outstanding - Basic and Diluted||37,355,883||35,807,531||37,355,883||34,958,703|
|See accompanying notes to these unaudited financial statements.|
|GreenPlex Services, Inc.|
Statements of Cash Flows
|For the Nine Months Ended August 31,|
|Cash Flow from Operating Activities|
|Adjustments to reconcile net loss to net cash used in operating activities:|
|Interest receivable-Joint Venture||(201||)||—|
|Loss on JV investment||325,929||—|
|Warrants issued for services||—||24,870|
|Changes in operating assets and liabilities:|
|Accounts payable and accrued expenses||65,118||69,223|
|Sales tax payable||(825||)||(1,659||)|
|Accrued payroll liabilities||(1,135||)||(4,779||)|
|Net Cash Used in Operating Activities||(15,084||)||(135,975||)|
|Cash Flow from Investing Activities:|
|Other asset – JV investment||—||(130,000||)|
|Note receivable – Joint Venture||—||(20,000||)|
|Net Cash Used by Investing Activities||—||(150,000||)|
|Cash Flow from Financing Activities:|
|Proceeds from short term notes||—||159,300|
|Proceeds from sale of common stock||—||117,500|
|Proceeds from short term notes from related party||100||60,000|
|Payments on short term notes||—||(2,850||)|
|Net Cash Provided by Financing Activities||100||333,950|
|Net Change in Cash||(14,984||)||47,975|
|Cash, Beginning of Period||14,984||3,499|
|Cash, End of Period||$||—||$||51,474|
|Supplemental Disclosure of Cash Flow Information:|
|Income tax paid||$||—||$||—|
|See accompanying notes to these unaudited financial statements.|
GreenPlex Services, Inc.
Notes to the Financial Statements
August 31, 2015
NOTE 1 - Organization and Operations
GreenPlex Services, Inc. (“GreenPlex” or the “Company”) was incorporated on September 2, 2009 under the laws of the State of Nevada for the purpose of serving both residential and commercial customers in the greater Spokane and Coeur d’ Alene area. Its services include all aspects of lawn care, tree and shrub maintenance, landscape maintenance and a multiphase pest and insect control program. The Company is committed to a “Green Philosophy” and where feasible, utilizing organic and socially responsible products, such as fertilizer and pesticides.
GreenPlex decided to expand its business and abandon its landscape and property management services at the end of 2014. GreenPlex management decided to redirect its future business and focus on the cannabis industry and provide a variety of services consisting of consulting, infrastructure build out, equipment rental and staffing.
NOTE 2 - Significant and Critical Accounting Policies and Practices
Basis of Presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the transitional period ended November 30, 2014 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2015.
Use of Estimates
The preparation of financial statements 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 reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – Going Concern
As reflected in the unaudited financial statements, the Company has an accumulated deficit of $930,511 at August 31, 2015, and had a net loss and net cash used in operating activities for reporting period then ended. These factors raise substantial doubt about the Company's ability to continue as a going concern.
The Company is attempting to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - Other Assets - Joint Venture Investment
On January 16, 2015 GreenPlex Services, Inc. executed an Agreement with C.S. Analytics LLC ("CSA"). Previously, Greenplex and CSA had executed an Option to Enter Into a Joint Venture agreement dated March 24, 2014. Under the terms of the option agreement, GreenPlex had the option to enter into a 50/50 joint venture with CSA upon payment of $1,500,000 for the formation of the proposed joint venture. The Option to Enter Into a Joint Ventures was superseded by a new agreement between GreenPlex and CSA. Pursuant to the new agreement, the $305,000 advanced to CSA as a non-refundable deposit and a note in the amount of $20,000 plus accrued interest was converted to a 25% ownership interest in the operating laboratory located in Pullman, WA. The laboratory located in Pullman, WA has received a license from the Washington State Liquor Control Board and is currently operating and testing cannabis and cannabis related products for growers and processors in the state of Washington. The new contract provides an option to GreenPlex to purchase an additional 25% ownership interest in the Pullman laboratory for $300,000 for a period of 45 days. This option was not executed and has not been extended.
The Management has evaluated if the investment has become impaired by discussions with management of the Investee Company, review of projections and budgets, and analysis of actual results. Based on this management believes that the investment has become fully impaired as of August 31, 2015.
NOTE 5 – Convertible Notes Payable
On April 8, 2014, the Company entered into a definitive agreement with an unaffiliated accredited entity and executed a convertible promissory note relating to a loan in the amount of $75,000 at 8% interest per annum due December 31, 2014. The note's principal and interest are convertible at any time for common stock at the price of $0.027 per share. This note was extended to June 30, 2015. This note is in default.
On June 17, 2014, the Company entered into a definitive agreement with an unaffiliated accredited entity and executed a convertible promissory note relating to a loan in the amount of $75,000 at 8% interest per annum. The note's principal and interest are convertible at any time for common stock at the price of $0.15 per share and Two Hundred Fifty Thousand (250,000) stock purchase warrants that are exercisable at $.60 per share for a period of three years after issuance. The Warrants are callable at the option of GreenPlex for $0.001 per Warrant at any time after June 30, 2015 when the Common Stock trades at an average closing sales price of $0.75 or more for a period of 20 consecutive trading days, subject to the common stock underlying the warrants being registered with the Securities and Exchange Commission. This note is in default.
On October 31, 2014, the Company entered into a definitive agreement with an unaffiliated accredited investor and executed a convertible promissory note relating to a loan in the amount of $50,000 at 8% interest per annum. The note's principal and interest are convertible at any time for common stock at the price of $0.15 per share. The note expired March 31, 2015, and has not been extended. This note is in default.
On November 4, 2014, the Company entered into a definitive agreement with two unaffiliated accredited investors and executed two convertible promissory notes relating to loans in the aggregate amount of $80,000 at 8% interest per annum. The two notes' principal and interest are convertible at any time for common stock at the price of $0.15 per share. The notes expired March 30, 2015 and have not been extended. This note is in default.
Notes payable with related parties are disclosed in Note 6.
NOTE 6 - Related Party Transactions
On March 25, 2014, the Company entered into a definitive agreement with Mr. Manuel Graiwer and executed a ninety-day promissory note relating to a loan in the amount of $60,000 at 6% interest per annum. The due date of this was extended to June 30, 2015. This individual became a director of the company and an affiliate on April 30, 2014. As a consideration of the loan, Greenplex issued a three years stock purchase warrant to purchase 550,000 shares of restricted common stock at $0.009 per share. The Company valued these warrants issued at $2,100 on the date of grant using the Black-Scholes Option Pricing Model, and recorded the fair value of warrants of $2,100 as additional paid-in capital. This note is in default.
Accounting and Tax Services
Certain accounting and tax services are performed by accounting firm Murray & Josephson, CPAs, LLC, that is owned by Marty Murray, a former officer and director of the Company. As of August 31, 2015 and November 30, 2014, the Company owes this accounting firm $29,438 and $16,934, respectively, which is included with accounts payable and accrued expenses, and $12,504 was included in the Company’s expenses for the nine months ended August 31, 2015.
Key Financial Services, Inc., an entity that is owned by a 5% shareholder of the Company provides consulting services to the Company. As of August 31, 2015 and November 30, 2014, the Company owes this firm $5,250 and has a credit of $10,750, respectively, which is included with accounts payable and accrued expenses. $24,000 and $0 were included in the expenses for the nine months ended August 31, 2015 and 2014, respectively.
Compensation of officers
Included in the financial statements, accounts payable and accrued expenses is $45,000 for the unpaid salaries at August 31, 2015.
At August 31, 2015 and November 30, 2014, Greenplex had accounts receivable for services to 5% related parties in aggregate of $0 and $3,601, respectively.
NOTE 7 – Warrants
The table below summarizes the Company’s warrant activities:
Fair Value at
Date of Issuance
|Balance, November 30, 2013||0||$||0||$||0||$||0||$||—|
|Balance, November 30, 2014||6,749,999||0.0036-0.60||0.066||29,206||$||882,695|
|Balance, August 31, 2015||6,749,999||0.0036-0.60||0.066||29,206||$||882,695|
Earned and exercisable,
August 31, 2015
The following table summarizes information concerning outstanding and exercisable warrants as of August 31, 2015:
|Warrants Outstanding||Warrants Exercisable|
|Range of Exercise Prices||
NOTE 8 – Subsequent Events
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
THIS QUARTERLY REPORT ON FORM 10-Q CONTAINS “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND INVOLVES A HIGH DEGREE OF RISK AND UNCERTAINTY. ALL STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS, INCLUDED IN OR INCORPORATED BY REFERENCE INTO THIS FORM 10-Q ARE FORWARD-LOOKING STATEMENTS. IN ADDITION, WHEN USED IN THIS DOCUMENT, THE WORDS “ANTICIPATE,” “ESTIMATE,” “PROJECT,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS DUE TO RISKS AND UNCERTAINTIES THAT EXIST IN OUR OPERATIONS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS INCLUDING AMONG OTHERS, THE RISK THAT OUR PRODUCT DEVELOPMENT PROGRAMS WILL NOT PROVE SUCCESSFUL, THAT WE WILL NOT BE ABLE TO OBTAIN FINANCING TO COMPLETE ANY FUTURE PRODUCT DEVELOPMENT, THAT OUR PRODUCTS WILL NOT PROVE COMPETITVE IN THEIR MARKETS. THESE RISKS AND OTHERS ARE MORE FULLY DESCRIBED IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED NOVEMBER 30, 2014. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE ANTICIPATED, ESTIMATED OR PROJECTED.
ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS INCLUDED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GIVE ANY ASSURANCES THAT THESE EXPECTATIONS WILL PROVE TO BE CORRECT. WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE THE RESULT OF ANY REVISIONS TO SUCH FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
The following discussion should be read in conjunction with the condensed Financial Statements and the Notes included in Item 1 of Part I in this Quarterly Report on Form 10-Q, the audited Financial Statements and Notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the most recently filed Annual Report on Form 10-K for the year ended November 30, 2014.
GreenPlex Services, Inc. (“GreenPlex”, "we", or "us”) was organized under the laws of the State of Nevada on September 2, 2009. Greenplex was organized for the express purpose of providing landscape and exterior property management services and product sales to residential, industrial, and commercial customers throughout areas of Western Washington State and Northern Idaho. Our services included all aspects of lawn care, tree and shrub installation and maintenance, landscape creation and maintenance, consumer greenhouse and compost center setup, synthetic grass installation, wildfire risk assessment, and a multiphase pest and insect control program. We were committed to a “Green Philosophy” and where feasible we utilize organic, non-toxic, and socially responsible products, such as fertilizers and pesticides.
Results of Operations
The three months ended August 31, 2015 compared to the three months ended August 31, 2014
Revenues of $0 were earned for the three months ended August 31, 2015 as compared to $13,813 for the three months ended August 31, 2014. The decrease in revenue is a result of the Company abandoning the landscaping business.
For the three months ended August 31, 2015, we incurred $0 in general and administrative expenses (“G&A”) compared to the three months ended August 31, 2014 where we incurred $56,478 in G&A expense, $74,297 in professional fees and $13,411 in payroll expenses. During the current period we had no operating expenses as a result of abandoning our business. In the prior period we incurred increased professional fees primarily due to the company engaging in a private placement and new business exploration in the cannabis sector.
For the three months ended August 31, 2015, we incurred $6,553 of interest expense compared to $3,652 in the prior period. Our increase in interest expense is a direct result of the increase of our notes payable.
Our net loss for the three months ended August 31, 2015 was $6,553 compared to $134,025 in the prior period.
The nine months ended August 31, 2015 compared to the nine months ended August 31, 2014
Revenues of $0 were earned for the nine months ended August 31, 2015 as compared to $24,173 for the nine months ended August 31, 2014. The decrease in revenue is a result of the Company abandoning the landscaping business.
For the nine months ended August 31, 2015, we incurred $343,493 in G&A expense compared to the nine months ended August 31, 2014 where we incurred $79,403 in G&A expenses. During the current period our increase in G&A expense was a result of abandoning our current business. As a result, we wrote off all of our assets to expense.
For the nine months ended August 31, 2015, we incurred $28,351 in professional fees, $23,768 in consulting fees and $12,000 in payroll expenses. In the prior period we incurred $139,138 in professional fees, $0 in consulting fees and $19,033 in payroll expenses.
For the nine months ended August 31, 2015, we incurred $19,316 of interest expense compared to $4,506 in the prior period. Our increase in interest expense is a direct result of the increase of our notes payable.
Our net loss for the nine months ended August 31, 2015 was $426,928 compared to $217,907 in the prior period. Our increase in net loss is due to the write off of our assets in the current period.
Liquidity and Capital Resources
Net cash used in operating activities for the nine months ended August 31, 2015 was $15,084 as compared to net cash used in operating activities for the nine months ended August 31, 2014 of $135,975.
Net cash used in investing activities for the nine months ended August 31, 2015, was $0 as compared to net cash used in investing activities for the nine months ended August 31, 2014, of $150,000.
Net cash provided from financing activities for the nine months ended August 31, 2015, was $100 as compared to net cash provided from financing activities for the nine months ended August 31, 2014, of $333,950.
Critical Accounting Policies and Estimates
See Notes to the Financial Statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of August 31, 2015. Based on that evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were ineffective as of August 31, 2015.
Changes in Internal Control Over Financial Reporting
As of August 31, 2015, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended August 31, 2015 that materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosure
Item 5. Other Information
Item 6. Exhibits
|Exhibit Number||Description of Exhibit|
|31.1||Certification of Principal Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002|
|31.2||Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002|
|32.1||Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002|
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|GREENPLEX SERVICES, INC.|
|August 5, 2020||By:||/s/ Kim S. Halvorson|
Kim S. Halvorson
Chief Fiance Officer, Director
|GREENPLEX SERVICES, INC.|
|August 5, 2020||By:||/s/ Walter Weekes|
Chief Executive Officer