XOTC:AGIN American Graphite Technologies Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

 

 

FORM 10-Q

 

 

 

 

 

 

 

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended:  

March 31, 2012

 

 

 

 

 

 

 

[   ] 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:

000-54521

 

 

 

 

 

 

 

 

 

Green & Quality Home Life, Inc.

 

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

Nevada

 

 

27-2841739

 

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

Rua Rondinha, 92, apto. 134, 04140-010, Sao Paulo, SP, Brazil

 

 

(Address of principal executive offices)   (Zip Code)

 

 

 

 

 

 

 

 

(775) 321-8289

 

 

(Registrant’s telephone number, including area code)

 

 

 

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 web site, 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).                                                                                         Yes[  ]  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.

Large accelerated filer  [  ]

 Accelerated filer [   ]

Non-accelerated filer [   ]  (Do not check if a smaller reporting company)     

    Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

 

Yes |X| No |_|

The number of shares outstanding of the Registrant's Common Stock as May 15, 2012 was 12,259,500 shares of common stock, $0.001 par value, issued and outstanding.



1






GREEN & QUALITY HOME LIFE, INC.


QUARTERLY REPORT ON FORM 10-Q

INDEX


 

 

Page

 

 

Number

 

PART I – FINANCIAL INFORMATION

 

 

 

 

Item 1

Financial Statements

3

Item 2

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

11

Item 3

Quantitative and Qualitative Disclosures About Market Risk

15

Item 4

Controls and Procedures

15

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1

Legal Proceedings

16

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

16

Item 3

Defaults Upon Senior Securities

16

Item 4

(Removed and Reserved)

16

Item 5

Other Information

16

Item 6

Exhibits

17

 

 

 




2





 

 

 

 

 

 

 

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)

 

FINANCIAL STATEMENTS

 

March 31, 2012

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 BALANCE SHEETS

 

 STATEMENTS OF OPERATIONS

 

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 

 STATEMENTS OF CASH FLOWS

 

NOTES TO FINANCIAL STATEMENTS

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

March 31, 2012

 

June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Cash

 

$

37

$

176

Total current assets

 

37

 

176

TOTAL ASSETS

$

37

$

176

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S  DEFICIT

 

 

 

 

 

 

 

 

 

 

 

CURRENT  LIABILITIES

 

 

 

 

Accounts payable and accrued liabilities

$

8,860

$

6,000

Loans from related party

 

24,688

 

2,583

Total current liabilities

 

33,548

 

8,583

TOTAL LIABILITIES

 

33,548

 

8,583

 

 

 

 

 

 

 

STOCKHOLDERS'  DEFICIT

 

 

 

 

Capital stock

 

 

 

 

Authorized

 

 

 

 

       75,000,000 shares of common stock, $0.001 par value,

 

 

 

 

Issued and outstanding

 

 

 

 

       12,259,500 and 12,000,000 shares of common stock

 

 

 

 

       as of  March 31, 2012 and June 30, 2011

 

12,260

 

12,000

        Additional paid in capital

 

4,931

 

-    

Deficit accumulated during the development stage

 

(50,702)

 

(20,407)

TOTAL STOCKHOLDERS' DEFICIT

 

 

 

(33,512)

 

(8,407)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

$

37

$

176

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 

 STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Three months ended

 

Nine months ended

 

Nine months ended

 

Cumulative results from inception (June1, 2010) to

 

 

March 31, 2012

 

March 31, 2011

 

March 31, 2012

 

March 31, 2011

 

March 31,

2012

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-    

$

-    

$

-    

$

-    

$

-    

Total revenues

 

-    

 

-    

 

-    

 

-    

 

-    

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and general

 

2,799

 

-    

 

4,979

 

1,780

 

8,932

Professional fees

 

17,566

 

2,454

 

25,316

 

9,204

 

41,770

Total expenses

 

20,365

 

2,454

 

30,295

 

10,984

 

50,702

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(20,365)

$

(2,454)

$

(30,295)

$

(10,984)

$

(50,702)

 

 

 

 

 

 

 

 

 

 

 

BASIC LOSS PER COMMON SHARE

 

 

 

 

 

 

 

 

 

 

$

-    

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES

 

 

 

 

 

 

 

 

 

OUTSTANDING-BASIC

$

12,259,500

$

12,000,000

 

12,206,656

 

12,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)

 

 

 

 

 

 

 

 

 

 

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (June 1, 2010) to March 31, 2012

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

Common Stock

 

 

 

accumulated

 

 

 

 

 

Additional

 

during the

 

 

 

Number of

 

 

 

Paid-in

 

development

 

 

 

shares

 

Amount

 

Capital

 

stage

 

Total

Balance at inception - June 1, 2010

-    

$

-    

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

12,000,000

 

12,000

 

-    

 

-    

 

12,000

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

(5,438)

 

(5,438)

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2010 (audited)

12,000,000

 

12,000

 

-    

 

(5,438)

 

6,562

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

(14,969)

 

(14,969)

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2011 (audited)

12,000,000

 

12,000

 

-    

 

(20,407)

 

(8,407)

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

259,500

 

260

 

4,930

 

 

 

5,190

 

 

 

 

 

 

 

 

 

 

Net loss

-    

 

-    

 

-    

 

(30,295)

 

(30,295)

 

 

 

 

 

 

 

 

 

 

Balance,  March 31, 2012

12,259,500

$

12,260

$

4,930

$

(50,702)

$

(33,512)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)

 

 STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months

 

Nine months

 

June 1, 2010

 

 

 

ended

 

ended

 

(date of inception) to

 

 

 

March 31, 2012

 

March 31, 2011

 

March 31, 2012

 

 

 

 

 

 

 

 

 OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

$

(30,295)

$

(10,984)

$

(50,702)

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Increase in accounts payable and accrued liabilities

 

2,860

 

500

 

8,860

NET CASH USED IN OPERATING ACTIVITIES

 

 

 

 

 

 

 

(27,435)

 

(10,484)

 

(41,842)

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

5,191

 

-    

 

17,189

 

Loan from related party

 

22,105

 

410

 

24,688

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

 

 

 

 

27,296

 

410

 

41,877

 

 

 

 

 

 

 

 

NET INCREASE ( DECREASE) IN CASH

 

(139)

 

(10,074)

 

37

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

176

$

12,000

 

-    

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

$

37

$

1,926

$

37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information and noncash financing activities:

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)

 

 NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

March 31, 2012

 


NOTE 1 – BASIS OF PRESENTATION AND FINANCIAL STATEMENTS

 

Green & Quality Home Life, Inc. (“Company”) is in the initial development stage and has incurred losses since inception.  The Company was incorporated on June 1, 2010 in the State of Nevada and established a fiscal year end at June 30.  The Company is a development stage company as defined in FASB ASC 915 organized to offer a portfolio of products and services to provide solutions for every family to automate domestic activities, making them less time consuming, easy to manage and leveraging the quality of life of every member of a family.

 

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2012, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s June 30, 2011 audited financial statements.  The results of operations for the periods ended March 31, 2012 and the same period last year are not necessarily indicative of the operating results for the full years.

 

NOTE 2 – GOING CONCERN

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $33,512, an accumulated deficit of $50,702 and net loss from operations since inception of $50,702. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company is funding its operations by way of related party advances.

 

 

 

8







GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

March 31, 2012

 

NOTE 2 – GOING CONCERN (CONTINUED)

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.  There were no cash equivalents at March 31, 2012.

 

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

Basic Loss Per Share

Basic loss per share is computed using the weighted average number of shares outstanding during the period.  Fully diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).  Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.  As of March 31, 2012 there were no stock equivalents outstanding.  Diluted and basic loss per share are the same.

 

 

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts payable and loans from related party approximates fair value due to the short period of time to maturity.

 

9



 

 

 

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

March 31, 2012

NOTE 4 – LOAN PAYABLE – RELATED PARTY LOANS

 

The Company has received $24,688 as a loan from Fabio Narita, President & CEO of the company. The loan is unsecured, payable on demand and bears no interest.




































10








Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events.  You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.


Overview


Green & Quality Home Life, Inc. ("Green & Quality Home Life", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on June 1, 2010.  The Company is a development stage company that intends to create a portfolio of products and services (controlling heating, ventilation and air conditioning) and develop a set of solutions which would automate these domestic activities, possibly making them less time consuming, easy to manage and leveraging the quality of life of every member of a family. Moreover, our products and services could have the potential to lessen the environmental impact of a home, using technology to better manage energy, water, wastes, heating, ventilation and air conditioning (HVAC). For these reasons, our intention is to develop proprietary software (Green Series and Quality of Life Series) to integrate third-party existing products for full product service functionality for our potential clients. We are not currently planning to develop the hardware-based products needed for the automation of domestic activities (examples: toilets, faucets, sprinkler and irrigation systems, etc.).


Plan of Operation


At the present time, we have generated no revenues from our business operations. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we will cease operations entirely.


If we are unable to complete any phase of our business plan or marketing efforts because we don’t have enough money, we will cease our development and/or marketing activities until we raise money.


As of the fiscal quarter ended March 31, 2012 we had $37 of cash on hand as compared to $176 as at June 30, 2011.


We incurred operating expenses in the amount of $20,364 in the quarter ended March 31, 2012 as against $2,454 in the quarter ended March 31, 2011. The increase of $17,910 was primarily attributable to increase in professional fees and office and general expenses in the current period. The increase was on account of services in relation to filing of S1 and DTC filing services.


As of March 31, 2012, we had total current assets of $37 and total current liabilities of $33,548, resulting in a working capital deficit of $(33,511).  At the end of the quarterly period ending March 31, 2012, we had cash of $37.  Our cash flows from operating activities for the three months ended March 31, 2012 resulted in cash used of $27,435. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations.  Our cash flow from investing activities for the three months end



11




March 31, 2012 was $0 and our cash flow from financing activities for the three months ended March 31, 2012 was $27,296. The Company has an accumulated deficit during development stage at March 31, 2012 and December 31, 2011 of $(33,511) and $(8,407), respectively.


We have registered 4,500,000 of or our common stock for sale to the public.  Our registration statement became effective on June 30, 2011 and we are still in the process of seeking equity financing to fund our operations over the next 12 months.  


Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.


If Green & Quality Home Life is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Green & Quality Home Life having to seek capital from other resources such as debt financing, which may not even be available to the Company. However, if such financing were available, because Green & Quality Home Life is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Green & Quality Home Life cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Green & Quality Home Life common stock would lose all of their investment.


Green & Quality Home Life is planning to develop its initial activities in 18 months, in which it is expected to acquire more information, knowledge and experience to create a viable and healthy business. In the table below, it can be found the initial action plan with the duration and investment previewed so far:





12






 

 

 

Below follows what is being considered in each activity:


1.

Market Analysis for Home Automation – responsible: the Company’s President.

a.

Acquisition of market studies from specialized market research companies. In our initial search, we found so far 2 potential market reports. We intend to continue searching for other reports so we can evaluate and decide which is more relevant to our business.

b.

Analysis of Home Automation industry and the market for it.

c.

Analysis and segmentation to obtain the target market for our products and services.

d.

Analysis of what is needed and expected by our target market.

e.

Define the product and service portfolio, execute price, place and promotion analysis for it.

f.

Select which third-party products and protocols will integrate with our products, considering the ones which are more common and have the best probability to bring competitiveness and profitability to our portfolio. Then, define the software requirements for the development of Green and Quality of Life Series Software.

g.

Analysis of the Porter’s five forces: the threat of the entry of new competitors, the intensity of competitive rivalry; the threat of substitute products or services, the bargaining power of customers (buyers) and the bargaining power of suppliers.

h.

Channel strategy definition and development: Direct selling channel: using our own sales team to focus on major clients, such as home materials retailers (i.e. Home Depot), home constructors; Indirect selling channel: via electronic and home materials stores and developing partners to act as our solution integrators, delivering Green & Quality Home Life’s products and services.

i.

Risk assessment: review the previous risk analysis and update it according to new information raised at this point.

2.

Legal and regulation research – responsible: the Company’s President. Support, if required: the Company’s attorney



13




a.

Verify legal and regulation requirements applicable to home automation industry.

b.

Verify certifications and possible government approvals needed to execute our business.

c.

Understand how to be part and apply the Certification Program LEED for Homes from U.S. Green Building Council (a non-profit organization committed to a prosperous and sustainable future for U.S. through cost-efficient and energy-saving green buildings).

3.

Development of the product portfolio concept – responsible: the Company’s President.

a.

Define the product line following the requirements defined in the market analysis.

b.

Define the products’ features and requirements for future development of the Green and Quality of Life Series Software and website.

c.

Select software developer and web designer for the development of the Green and Quality of Life Series Software and website.

4.

Development of the services portfolio concept – responsible: the Company’s President.

a.

Define the service line following the requirements defined in the market analysis.

b.

Define the services’ characteristics and requirements for future development.

5.

Developing the Green and Quality of Life Series Software/ Website pilot – responsible: software developer and web designer to be selected and contracted.

a.

Contract Software developers and Web designers.

b.

Develop the software which will be the base of the product and service portfolio of Green and Quality of Life Series.

c.

Develop the website pilot which will provide web services to all software series and will help to integrate every systems and products.

6.

Run tests and quality validation on products and services – responsible: the Company’s President.

a.

According to the concepts defined for the product and service portfolio, prototypes will be developed and concepts tested to assure and refine the previous definitions of the portfolio.

b.

Data analysis from the tests will determine if further research is needed or able to move forward.

7.

Development of the Implementation Plan – responsible: the Company’s President.

a.

Define the scope and all the tasks required to develop the product and service portfolio, including a manufacture plan if hardware products are needed.

b.

Define the resources and/or partner required to develop the portfolio.

c.

Define the schedule and the key indicator to manage the implementation.

d.

Define the budget needed to do the implementation.

8.

Development of the Marketing Plan – responsible: the Company’s President.

a.

Define how to promote and divulgate Green & Quality Home Life and its portfolio.

b.

Define the budget required for it.

9.

Development of the Sales Plan – responsible: the Company’s President.

a.

Define the policy to be applied in the direct and indirect sales channels, concerning salary, commission, benefits, and key performance indicators to manage and evaluate the sales team.


We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and have no current material commitments.



Capital Resources


If Green & Quality Home Life is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon



14




the success of the anticipated private placement offering and failure thereof would result in Green & Quality Home Life having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because Green & Quality Home Life is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Green & Quality Home Life cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Green & Quality Home Life common stock would lose all of their investment. 



Off Balance Sheet Arrangements


The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan.  Our President, Fabio Alexandre Narita has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements.  Investors should be aware that Mr. Narita expression is neither a contract nor agreement between him and the company.


Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Item 3. Quantitative and Qualitative Disclosures about Market Risk


Not required.


Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Based upon an evaluation of the effectiveness of disclosure controls and procedures, our principal executive and financial officer  has concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective.  As reported in our Annual Report on Form 10-K for the year ended June 30, 2011, the Company’s principal executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.


The material weaknesses in our disclosure control procedures are as follows:


1.           Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.




15




2.            Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.


We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:


 

 Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.


 

 Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.


Changes in Internal Controls over Financial Reporting


As reported in our Annual Report on Form 10-K for the year ended June 30, 2011, management is aware that there is a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of March 31, 2012. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involved with general administrative and financial matters.  The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions. 


There have not been any changes in the Company's internal control over financial reporting during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 


PART II - OTHER INFORMATION



Item 1. Legal Proceedings


No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.


No executive Officer or Director of the Company is the subject of any pending legal proceedings.


No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.


No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds




16




        None.



Item 3. Defaults Upon Senior Securities


        None



Item 4. (Removed and Reserved)




Item 5. Other Information


    None

 

 




Item 6. Exhibits



3.1

Articles of Incorporation of Green & Quality Home Life, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 04, 2010)

 

 

3.2

Bylaws of Green & Quality Home Life, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 04, 2010)

 

 

10.1 LAB

XBRL Taxonomy Extension Label Linkbase*

10.1 PRE

XBRL Taxonomy Extension Presentation Linkbase*

 

 

10.1 INS

XBRL Instance Document*

 

 

10.1 SCH

XBRL Taxonomy Extension Schema*

 

 

10.1 CAL

XBRL Taxonomy Extension Calculation Linkbase*

 

 

10.1 DEF

XBRL Taxonomy Extension Definition Linkbase*

 

 

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer

 

 

31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer **

 

 

32.1

Section 1350 Certification of Chief Executive Officer

 

 

32.2

Section 1350 Certification of Chief Financial Officer ***

 

 


 


17



 

 

*

Includes the following materials contained in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Stockholder’s Equity, (iv) the Statements of Cash Flows, and (v) Notes.

**     Included in Exhibit 31.1

***    Included in Exhibit 32.1














                                   

SIGNATURES


Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


                        


Green & Quality Home Life, Inc.



BY:      /s/ Fabio Alexandre Narita

 ----------------------

Fabio Alexandre Narita

President, Secretary Treasurer, Principal Executive Officer,

Principal Financial Officer


Dated:  May 16, 2012


          




18



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