GreenPlex Services, Inc. - Annual Report: 2014 (Form 10-K)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES [  ]    NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

YES [  ]    NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 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 [  ]    NO [X]

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [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 definition of “accelerated filer,” “larger 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]

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

YES [   ]    NO [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, May 31, 2014, was $4,641,398, based on the most recent stock issuance price of common shares on March 15, 2015 at $0.15 per share.  Shares of Common Stock held by each officer and director and by each person who is known by the registrant to own 10% or more of the outstanding Common Stock, if any, have been excluded in that such persons may be deemed to be affiliates of the registrant.  The determination of affiliate status is not necessarily a conclusive determination for any other purpose.

Number of shares outstanding of the issuer’s common stock as of March 23, 2015: 37,355,883 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None

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TABLE OF CONTENTS

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Report on Form 10-K and the documents incorporated by reference include “forward-looking statements”.  To the extent that the information presented in this Report on Form 10-K discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.  These include, among others, the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis or Plan of Operation” sections of this Report on Form 10-K.  These cautionary statements identify important factors that could cause actual results to differ materially from those described in the forward-looking statements.  When considering forward-looking statements in this prospectus, you should keep in mind the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis or Plan of Operation” sections below, and other sections of this Report on Form 10-K.

The statements contained in this Report on Form 10-K that are not purely historical are forward-looking statements, including, without limitation, statements regarding our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future.  All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results could differ materially from those included in such forward-looking statements.  There are many factors that could cause actual results to differ materially from the forward looking statements.  For a detailed explanation of such risks, please see the section entitled “Risk Factors” in this Report on Form 10-K.  Such risks, as well as such other risks and uncertainties as are detailed in our SEC reports and filings for a discussion of the factors that could cause actual results to differ materially from the forward- looking statements.  Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements.

PART I

ITEM 1.   BUSINESS

Introduction

GreenPlex Services, Inc. was originally 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 to residential, industrial, and commercial customers throughout areas of Eastern Washington State and Northern Idaho.  Our services included all aspects of lawn care, tree and shrub installation and maintenance, landscape creation and maintenance, fertilizer and weed control spraying, consumer greenhouse and compost center setup, synthetic grass installation, wildfire risk assessment, and a multiphase pest and insect control program.  We committed to a “Green Philosophy” and where feasible, utilize organic, non-toxic, and socially responsible products, such as fertilizers and pesticides.  

To date, GreenPlex’ sole activity has been to engage in the landscape and property management services to residential, industrial and commercial customers.  GreenPlex’ business has not, however, achieved any significant successes.  From its inception to November 30, 2014, GreenPlex has only generated approximately $237,000 of revenues from its business, while incurring an accumulated deficit of $503,583 since inception.  Accordingly, in early 2014, 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.  Because GreenPlex was unable to develop its landscape and property management services business into a financially viable business, the Board of Directors of GreenPlex decided to redirect the business of GreenPlex and to enter into an agreement with CSA related to operating an existing independent cannabis testing laboratory in Temecula, CA, and a newly established testing laboratory in Pullman, WA.

Accordingly, on March 25, 2014, GreenPlex entered an Option to Joint Venture Agreement with CSA and on January 16, 2015 the option agreement was terminated in favor of a new revenue sharing agreement.  On January 16, 2015 Greenplex executed an amended Agreement with C.S. Analytics LLC (“CSA”).  Previously, Greenplex and C.S. Analytics 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 CanaSafe 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 the new agreement between Greenplex and CSA.  Pursuant to the new agreement, $305,000 advanced to CSA as a non-refundable deposit and a promissory note in the amount of $20,000 plus accrued interest paid by Greenplex to CSA was converted to a 25% ownership interest in the operating and licensed laboratory located in Pullman, WA.  The laboratory

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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 processor in the state of Washington.

The amended contract provided an option to Greenplex to purchase an additional 25% in the Pullman laboratory for $300,000 for a period of 45 days.  This option was not exercised.  Pursuant to the new agreement, CSA and Greenplex agree to continue to work cooperatively and fund future laboratories on a case by case or state by state basis.  C.S. Analytics, LLC is based in Temecula, California and is an ISO/IEC 17925-2005 accredited cannabinoid profiling laboratory in the United States.  C.S. Analytics, LLC is accredited in accordance with the recognized International Standard ISO/IEC 17025-2005 and this accreditation demonstrates technical competence for a defined scope and operation of a laboratory quality management system.

Greenplex entered into a Joint Venture with Botanical Extractor Research Group LLC (“BERG”) to undertake research, development and testing on an new extraction technology being developed by BERG.  

Greenplex is currently in negotiations regarding a turn-key program for two growers that have been issued provisional licenses by the state of Washington.

Greenplex is continuing to explore potential business opportunities in the Cannabis industry.

Business Strategy

Our activities to date were limited primarily to organization, initial capitalization, business and product research, developing a website, preparing a comprehensive business and operating plan, evaluating the regulatory requirements of the industry, and securing landscape clients.  For the year ended November 30, 2014, we had $38,100 in revenues from operations.  Our expenses for the year ended November 30, 2014, consisted primarily of professional fees related to accounting and public reporting, taxes, payroll, and general and administrative expenses such as fuel, insurance, supplies, licenses and waste disposal.

As of November 30, 2014, management has reach a decision to discontinue our landscape service business and focus on identifying and developing new business opportunities in the cannabis industry.

GreenPlex Services, Inc.’s Business

GreenPlex will be a growth-orientated, newly reorganized early stage company engaged in; 1) providing funding to C.S. Analytics, LLC for express purpose of opening and operating new cannabis testing laboratories in states that have decriminalized cannabis.  C.S. Analytics, LLC is currently operating in California and testing medical marijuana  C.S. Analytics, LLC is currently an ISO approved laboratory in the United States that is certified to do a full panel of cannabis testing; 2) the build out of the infrastructure of two outdoor growing operations that are scheduled to begin operations in 2015, which include providing equipment on a rental basis, staffing and consulting services; and 3) fund a research and development agreement with Botanical Extractor Research Group LLC.

GreenPlex also intends to fund the agreement with Botanical Extractor Research Group in the amount estimated to be $100,000 to $200,000, to undertake initial research and development on a new extractor technology related to extraction of certain elements from marijuana waste, trim and byproducts.

Competition

It is anticipated that due to the new regulations that allow recreational use of cannabis in Washington State, this emerging industry is going to be intensely competitive and we will be competing with numerous other cannabis testing and service related companies in the state, as well as other companies providing consulting services and project development services, including equipment leasing and staffing programs to licensed growers.

Our larger competitors may have the resources to be better able to absorb the burden of existing laws and regulations, as well as comply with any changes to federal, state, and local laws and regulations more easily than GreenPlex, which could adversely affect our competitive position.  Our larger competition may have financial resources to provide long term operating capital in the event sales are not generated to the level anticipated.  There have been no formal independent marketing studies undertaken to precisely ascertain the number of regular cannabis users residing in Washington State.  

Marketing and Sales

We will develop all the appropriate advertising, presentations, marketing materials, a website, and initiate meetings with potential clients in the cannabis industry.  We intend to implement an integrated plan that includes robust and informative advertising, target marketing, and personal affiliate connections.  Four primary targets that will be approached by GreenPlex are: 1) infrastructure build out, 2) consulting, 3) equipment rental, and 4) staffing services.  The identification of potential customers will be determined by

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GreenPlex pursuant to continuing analysis of the existing market.  GreenPlex plans to do direct mailings and call on to potential clients as part of its marketing strategy.  Our company website is: www.GreenPlexServices.com.

Patents, Trademarks, and Copyrights

Our business is not dependent on any proprietary patents or technology.

Employees

ITEM 1A.   RISK FACTORS

Investing in our securities involves a high degree of risk.  In addition to other information contained in this registration statement, prospective purchasers of the securities offered herby should consider carefully the following factors in evaluating GreenPlex Services and its business.

Our securities are speculative by nature and involve an extremely high degree of risk and should be purchased only by persons who can afford to lose their entire investment. We also caution prospective investors that the following risk factors could cause our actual future operating results to differ materially from those expressed in any forward looking statements, oral, written, made by or on behalf of us. In assessing these risks, we suggest that you also refer to other information contained in this registration statement, including our financial statements and related notes.

RISKS RELATED TO OUR COMPANY AND OUR NEW BUSINESS

We have earned minimal revenues, and have incurred net loss and accumulated deficit during the development stage.  There is no guarantee that we will ever earn a profit.

We have only generated approximately $237,000 of revenues from business operations, through sales of our services, since September 2, 2009 (inception), through November 30, 2014.  We incurred a net loss, and have an accumulated deficit of $503,583 from September 2, 2009 (inception), through November 30, 2014.  We currently have minimal revenue producing operations.  We are not currently operating profitably, and it should be anticipated that we will operate at a loss at least until such time as the full operational stage is reached, if full scale operations are, in fact, ever achieved.

If we are unable to obtain financing in the amounts and on terms and dates acceptable to us, we may not be able to expand or continue our operations and development and so we may be forced to scale back or cease operations or discontinue our business.  You could lose your entire investment.

In order to initiate our new business in the area of cannabis testing, consulting, infra structure build-out, equipment rental and provide staffing services, we will need to obtain additional financing in order to implement our new business plan.  We currently have minimal operations and minimal income.  Due to our lack of financial resources, we are still an early stage company and we have only realized $38,100 in revenues for the fiscal year ended November 30, 2014.  As of November 30, 2014, we had cash and accounts receivable in the amount of $25,658.  Given the recent rate at which we use cash in our operations, we do not have sufficient capital to carry on operations past April 2015, and we will need to raise additional capital by utilizing a private placement offering to meet our financial commitments for at least the next twelve months.  We will require financing in order to purchase additional equipment and market our business.  There is no assurance that we will be successful in raising these funds.  In the event were are successful, there is no assurance that the terms and conditions of these funds will be in the best interest of our company or our shareholders.  We do not have any arrangements for financing and we may not be able to find such financing if required.  We will need to obtain additional financing to operate our business for the next twelve months, and if we do not, our business will fail.  We will raise the capital necessary to fund our business through a private offering of our common stock or units consisting of common stock and stock purchase warrants.  Obtaining additional financing would be subject to a number of factors, including investor acceptance of our business strategy and investor sentiment.  These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.

We are a reorganized start-up company.

GreenPlex is a reorganized start-up company that has generated only approximately $237,000 in revenues since its inception.  We expect to potentially incur significant operating losses for the foreseeable future, and there can be no assurance that we will be able to

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implement our new business strategy in the future that will generate revenues or that any revenues generated will be sufficient for us to become profitable or thereafter maintain profitability.

We may be unable to obtain additional capital that we will require to implement our business plan, which could restrict our ability to grow.

We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital.  The potential of revenues generated from GreenPlex’ future cannabis related businesses, mostly located in Washington State, of which there is no assurance, may not be sufficient to fund both our continuing operations and our planned growth.  We may require additional capital to continue to operate our business beyond the initial phase of development and to further expand our proposed programs to finance laboratories, engage in the financing of infrastructure build out and equipment rental programs for cannabis growers and market proprietary cannabis extraction units.  We may be unable to obtain additional capital required and if we are able to secure additional capital, it may not be pursuant to terms deemed to be favorable to GreenPlex and its shareholders.

We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means.  We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means.  If we do not succeed in raising additional capital, our resources may not be sufficient to fund our planned operations going forward.

Any additional capital raised through the sale of equity may dilute the ownership percentage of our stockholders.  This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity.  The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

Our ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the cannabis industry in particular), our status as a new enterprise without a significant demonstrated operating history will impact the amount of asset-based financing available to us.  The loss of key management would also impact our ability to secure financing.  Further, if cannabis prices on the commodities markets decline, our revenues from the anticipated sales related to cannabis testing will most likely decrease and such decreased revenues may increase our requirements for capital.  If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations), we may be required to cease our operations.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs.  We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes, which may adversely impact our financial condition.

There are many competitors in our market and we may not be able to effectively compete against them.

The business of cannabis testing, consulting, infrastructure build out, equipment rental and staffing services is highly competitive.  This market segment includes numerous companies and individuals that actively compete for the business in the territories we propose to operate.  As a result, our ability to remain competitive depends in part upon our successful introduction to potential customers, our quality of work and products, the promotion and marketing undertaken to gain clients, and the public’s acceptance of a new company with a more comprehensive business model than normal competitors.

We will be highly dependent on Victor Foia, our Chief Executive Officer and President; Martin Murray our Chief Financial Officer.  The loss of any of these individual, upon whose knowledge, leadership and technical expertise we rely, would harm our ability to execute our business plan.

Our success depends heavily upon the continued contributions of our two officers; Victor Foia and Martin Murray CPA, whose knowledge, leadership and business expertise would be difficult to replace.  If we were to lose their services, our ability to execute our business plan would be harmed and we may be forced to curtail or cease operations until such time as we could retain suitable replacements.  These two officers have no employment or consulting agreements with GreenPlex at this time.

We will be highly dependent on outside consultants and experts in the cannabis industry.  The loss of any of these individuals, upon whose knowledge, leadership and technical expertise we rely, would harm our ability to execute our business plan.

Our success depends heavily upon the continued consulting contributions of various outside consultants, whose knowledge and technical expertise would be difficult to operate.  As of this date, we have no formal agreements in place with any specific consultants.  There is no assurance that we will be able to retain outside consultants and if so, under what specific terms and conditions.  If we are able to retain outside consultants, of which there is no assurance our ability to retain technical and professional personnel cannot be

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assumed at this time.  If we were to lose their services, our ability to execute our business plan would be harmed and we may be forced to curtail or cease operations until such time as we could hire suitable replacement consultants.  

Our management team does not have extensive experience in public company matters, which could impair our ability to comply with legal and regulatory requirements.

Our management team has some very limited public company management experience, which could impair our ability to comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable federal securities laws, including filing required reports and other information required on a timely basis.  It may be expensive to implement and effect programs and policies in an effective and timely manner that adequately respond to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations, and we may not have the resources to do so.  Our failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of our business.

As a result of our limited operating history, we may not be able to correctly estimate our future operating expenses, which could lead to cash shortfalls.

We have only a limited operating history from which to evaluate our business.  We have generated minimal revenue to date.  Accordingly, our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in an early stage of development.  We may not be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business, operating results and financial condition.

The size of any future revenues depends on the choices and demands of potential clients, which are difficult to forecast accurately.  We may be unable to adjust our operations in a timely manner to compensate for any unexpected shortfall in revenues.  Accordingly, a significant shortfall in demand for our products could have an immediate and material adverse effect on our business, results of operations, and financial condition.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control, primarily because our core business is seasonal in nature and different seasons require different services and products and quantities of quantities thereof.  For these reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as any indication of our future performance.  Our quarterly and annual expenses are likely to increase substantially over the next several years, and revenues from the sale of the services and product in the market may not meet our expectations. Our operating results in future quarters may fall below expectations.  Any of these events could adversely impact our business prospects and make it more difficult to raise additional equity capital at an acceptable price per share.  Each of the risk factors listed in this “Risk Factors” section may affect our operating results.

We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing when such funding is required.  Obtaining additional financing would be subject to a number of factors, including investor acceptance of our services and our business model.  Furthermore, there is no assurance that we will not incur further debt in the future, that we will have sufficient funds to repay our future indebtedness, or that we will not default on our future debts, thereby jeopardizing our business viability.  Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to maintain our operations, which might result in the loss of some or all of your investment in our common stock.

Our company anticipates that the funds that were raised from our previous private placement will not be sufficient to satisfy our cash requirements for the next twelve month period.  Also, there is no assurance that actual cash requirements will not exceed our estimates.  In particular, additional capital may be required in the event that:

The occurrence of any of the aforementioned events could prevent us from pursuing our business plan, expanding our business operations and ultimately achieving a profitable level of operations.

We depend almost exclusively on outside capital to pay for the continued development of our business and the marketing of our services and products.  Such outside capital may include the sale of additional stock, shareholder and director advances, and/or

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commercial borrowing.  There can be no assurance that capital will continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us will result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to expand to our planned franchising phase and may be forced to scale back or cease operations or discontinue business.

If we do launch planned marketing initiatives, our target client market may not be receptive to the services and products provided, the cost of the services and products may be prohibitive and we may not attract new clients.

No assurance can be given that our services and products will be accepted by potential clients.  In the event there is no general market acceptance in the services and products by potential clients in the territories where we are entering, it is unlikely that we will be able to sustain commercial operations.  If there is no demand or only a limited demand for our services and products, we could financially fail and our shareholders could potentially lose their entire investment.

We may find it very difficult or impossible to find suitable employees in the future or to find independent contractors to assist us.

We currently rely heavily upon the services and expertise of the executive officers and our General Manager, James Jefferson.  In order to implement our business plan, we recognize that additional employees and/or independent contractors will be required at some point in the future.  The group of two directors, which includes both officers, and the two employees, are the only personnel at the outset of operations.  The two officers can manage the office functions until we can generate enough revenues to hire additional employees.

RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL

If we are unable to obtain additional capital, we may have to curtail or cease operations.

We expect that we will need to raise funds by March 2015 in order to meet our working capital requirements.  At present, we believe that we can continue operations for a period of approximately one month based upon our present monthly use of funds that were raised from shareholders in a private placement or funds that could be provided as loans by the officers, directors and shareholders.  We may not be able to obtain additional financing on terms favorable to us, if at all.  If adequate funds are not available to us, we may have to curtail or cease operations after the end of the first quarter, which would materially harm our business and financial results.  To the extent we raise additional funds through further issuances of equity or convertible debt or equity securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock.  Furthermore, any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

We have a new and unproven business model, a new business approach, and may not generate sufficient revenues for our business to survive or be successful.

Our business model is based on the viability of our services that will be sold in a few limited geographic areas.  We have begun marketing some of our services in the State of Washington.  In order for our business to be successful, we must not only develop viable marketing channels that directly generate revenues, but also cultivate relationships to maintain clients.  Our business model assumes that potential clients will see the appeal in the value of our services.  

Because of our limited resources and the speculative nature of our business, there is substantial doubt as to our ability to operate as a going concern.

Our continued operations are dependent on our ability to obtain financing and upon our ability to achieve future profitable operations from the development of our business model.  Our independent registered public accounting firm (our auditors) issued its audit report including an explanatory paragraph as to an uncertainty with respect to our ability to continue as a going concern.  If we are not able to continue as a going concern, it is likely investors will lose their investment.

We have a limited operating history and expect to incur losses in the future.

We have a limited operating history and have not generated significant revenues.  We have not achieved profitability and expect to incur losses for the foreseeable future.  We expect those losses to increase as we continue to incur expenses to develop our services and increase our product sales.  We believe that our business depends on our ability to significantly increase revenues and to limit our

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operating expenses.  If our revenues fail to grow at anticipated rates or our operating expenses increase without a commensurate increase in our revenues, or we fail to adjust operating expense levels appropriately, we may never be able to achieve profitability.

Our future operating results are likely to be volatile and may cause our equity value to fluctuate.

Our future revenues and operating results, if any, are likely to vary from quarter to quarter due to a number of factors, many of which are outside of our control.  Factors, which may cause our revenues and operating results to fluctuate, include the following:

If we fail to attract additional clients and purchasers of our products, it will have an adverse impact on our business.

Our success depends upon our ability to attract additional clients to enter into service agreements with us and to sell our products to clients.  If we do not continually augment and improve our marketing channels, we will not be able to sustain a sales level that will support our operations without the infusion of additional capital.

Risks Related To the Cannabis Industry

Competition in consulting and ancillary businesses associated with the cannabis industry.

The cannabis industry is an emerging industry and highly regulated.  The State of Washington, as well as the federal government, have regulations that prohibit a public company to grow, operate, process or sell cannabis directly.  However, as a result of the emergence of this new industry several ancillary and related businesses are developing.  Other cannabis related companies may have greater financial resources than GreenPlex.  This competition may be increasingly intense as this new industry evolves.  The size of the consumer market is not known specifically and no independent study has been conducted.  

Supply and Demand

As with any crop, cannabis grown in Washington State is subject to current market supply, demand and prices.  In some markets, there may be a seasonality effect on the business with increased supply of similar crops from growing locations inside of Washington State in warmer months, resulting in the potential for a seasonal downward pressure on prices.  At such time recreational cannabis reaches it full production capacity in Washington State, the supply could be substantial and result in prices lower than normally charged by cannabis growers, which in turn could financially impact growers whom become testing clients.

Competition

Competition for cannabis testing will include other laboratories focused on testing of cannabis and cannabis related products.  Under the regulatory system now in place in the State of Washington, every five pounds of marijuana is required to be tested for microbes and THC concentration levels.  

RISKS RELATED TO OUR STOCK

There is not now, and there may not ever be, an active market for our common stock.

There currently is no market for our common stock.  Our common stock is listed on the OTC Bulletin Board and is quoted at $0.20 per share with little active trading.  We cannot assure you that our common stock will be able to maintain that quotation.  Further, although the common stock of GreenPlex Services is quoted on the OTC Bulletin Board, minimal trading of its common stock has taken place and future trading, if it occurs, may be extremely sporadic.  For example, weeks or months may pass before any shares are traded.  There can be no assurance that a more active market for such common stock will develop.  Accordingly, investors must therefore bear the economic risk of an investment in our shares for an indefinite period of time.

The price at which our securities are sold to private investors may not be indicative of future market prices.

The public market may not agree with or accept our determination of stock price, in which case investors may not be able to sell their shares at or above the common stock sale prices, thereby resulting in losses on sale.  The market price of the common stock will likely fluctuate significantly in response to factors, some of which are beyond our control, such as: the announcement of new products or product enhancements by us or our competitors; developments concerning intellectual property rights and regulatory approvals;

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quarterly variations in results of operations; changes in earnings estimates or recommendations by securities analysts; developments in our industry; and general market conditions and other factors, including factors unrelated to our own operating performance.

Further, the stock market in general, and securities of small-cap companies in particular, has recently experienced extreme price and volume fluctuations.  Continued market fluctuations could result in extreme volatility in the price of our common stock, which could cause a decline in the value of our common stock.  You should also be aware that price volatility might be worse if the trading volume of our common shares is low.

We are a reporting company and we are subject to  periodic reporting requirements of federal securities laws, which costs are expensive.

We are subject to limited periodic reporting obligations under the Securities Exchange Act of 1934 and other federal securities laws.  We are obligated to file annual reports on Form 10-K containing audited financial statements certified by independent public accountants following the end of each fiscal year, quarterly reports on Form 10-Q containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter, and current reports on Form 8-K shortly after the occurance of certain material events.  The costs of preparing and filing annual, quarterly and current reports, with the SEC would cause our expenses to be higher than they would be if we remained a privately-held company.  We will have to incur considerable legal and accounting fees in order to comply with our reporting obligations.  In addition, we will incur substantial expenses in connection with the preparation of this registration statement.

If the shareholders all elect to sell their shares of our common stock at the same time, the market price of our shares will decrease.

It is possible that the selling shareholders will offer all of the shares for sale at the same time. Further, because it is possible that a significant number of shares could be sold at the same time, the sales are likely to have a depressive effect on the future market price of our common stock.  Even the perception that there is a possibility of such heavy selling pressure could depress the price at which our shares trade.

If our stock trades at a relatively small volume, shareholders may not be able to sell their shares without depressing the market price of the shares.

If a market for our common stock is established, it may be possible that a relatively small volume of shares will trade on a daily basis.  A small volume is indicative of an illiquid market. In the event there is a relatively small volume of shares being traded on a daily basis, shareholders may be unable to sell their shares without causing a depressive effect on the price of our common stock.

Potential Issuance of Additional Common and Preferred Stock

GreenPlex is authorized to issue up to 75,000,000 shares of Common Stock as of the date of this Private Placement. However, the number of authorized common shares will be increased to 150,000,000 at the next annual meeting of shareholders.  To the extent of such authorization, the Board of Directors of GreenPlex will have the ability, without seeking stockholder approval, to issue additional shares of Common Stock in the future for such consideration as the Board of Directors may consider sufficient.  The issuance of additional Common Stock in the future will reduce the proportionate ownership and voting power of the Common Stock offered hereby.  GreenPlex will also be authorized to issue up to 5,000,000 shares of preferred stock, the rights and preferences of which may be designated in series by the Board of Directors.  To the extent of such authorization, such designations may be made without stockholder approval.  The designation and issuance of series of preferred stock in the future would create additional securities which would have dividend and liquidation preferences over the Common Stock offered hereby. In addition, the ability to issue any future class or series of preferred stock could impede a non-negotiated change in control and thereby prevent stockholders from obtaining a premium for their Common Stock.

Our common stock is be subject to “penny stock” rules which may be detrimental to investors.

Our shares of common stock are currently listed on a registered national securities exchange, the OTC Bulletin Board, but they are not quoted as of this time.  If our company should become quoted on the OTC Bulletin Board, of which there is no assurance, our common stock may become subject to the regulations promulgated by the Securities and Exchange Commission for “penny stock.”, the level of trading activity in our stock may be reduced which may make it difficult for investors to sell their shares.  Our common stock is penny stock as defined by the Exchange Act.  Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is

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the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  The reluctance of institutional investors to trade penny stocks and the additional burdens imposed upon stockbrokers by these requirements discourages stockbrokers from effecting transactions in our common stock, which may limit the market liquidity and the ability of investors to trade our common stock.  The lack of volume and transactions, if and when it becomes listed on an exchange, in our stock may reduce the overall market value of the common stock.

If you purchase shares you may experience substantial dilution in the future.

If GreenPlex Services sells additional shares of common stock or issues warrants in the future and the holders of outstanding options and warrants exercise those options and warrants, you will incur dilution.  In the event we obtain any additional funding, such financings are likely to have a dilutive effect on the holders of our securities. In addition, we have adopted an employee stock option plan under which officers, directors, consultants, and employees will be eligible to receive stock options exercisable for our securities at exercise prices that may be lower than the market price.  Such stock option grants, if any, may dilute the value of the securities.

ITEM 1B.   UNRESOLVED STAFF COMMENTS

None

ITEM 2.   PROPERTIES

We have no owned or leased property and pay no rent for office space.

ITEM 3.   LEGAL PROCEEDINGS

ITEM 4.   MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock has been listed on the OTC Bulletin Board since December 30, 2010.  Since its listing on the OTCBB, there has only been very minimal trading and although the stock is currently quoted at $0.20 there is no active market for it.

As of November 30, 2014, we had 6,749,999 stock purchase warrants outstanding, and no outstanding stock options or other derivative securities.  36,955,883 of the 37,155,883 shares outstanding could currently be sold pursuant to Rule 144.

As of November 30, 2014, there were approximately 74 holders of record of the 37,155,883 shares of common stock issued and outstanding.  Our transfer agent is Nevada Agency & Transfer Company, 50 West Liberty Street, Ste. 880, Reno, Nevada 89501.  Phone: (775) 332-0626.

Dividend Policy

We have not declared or paid any cash dividends since inception.  We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.  Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for use in our operations and the expansion of our business.

Recent Sales of Unregistered Securities; Use of Proceeds from Unregistered Securities

On March 11, 2014, the Company entered into a definitive agreement relating to the private placement of $7,500 of its securities through the sale of 1,100,000 shares of its common stock at $0.0068 per share to an investor.  We relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 for sales to sophisticated investors given full disclosure and the funds were used for operating costs.

On April 15, 2014, the Board of Directors of the Company approved a 11:1 stock split of the Company's issued and outstanding shares of common stock.

All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the 11:1 Stock Split.

In August 2014, the Company entered into a four definitive agreement relating to the private placement of $110,000 of its securities through the sale of 733,333 shares of its common stock at $0.15 per share to an investor.  Also issued as consideration for the investment were 366,666 three year callable warrants exercisable at $0.60 per share.  If at any time after a year the common stock of the Company trades and closes at a price of more than $0.75 per share (as adjusted for share splits, recapitalizations or other similar adjustments) for more than 20 consecutive trading days and the resale of the Warrant Stock is covered by a then-current registration statement, then any outstanding Warrants shall become callable, in whole or in part, at $0.01 at the discretion of the Company, upon ten (10) days prior written notice (the “Notice Period”) given to the Holder within five business days immediately following the end of such twenty (20) trading day period.  We relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 for sales to sophisticated investors given full disclosure and the funds were used for operating costs.

Per a six month consulting agreement with Uptick Capital, LLC, entered into on September 2, 2014, 100,000 common shares for services was issued to them on September 16, 2014, and twenty five thousand dollars worth of restricted shares will be issued to them per month based on the average closing price of the last three days of the prior month.  The agreement was terminated and it was agreed by both parties that 200,000 additional shares would be issued to Uptick in November 2014 with no further consideration, for an aggregate of 300,000 shares issued to Uptick.  Greenplex recorded a $45,000 consulting fee for the period ended November 30, 2014 as a result of the termination.

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ITEM 6.   SELECTED FINANCIAL DATA

Not applicable.

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

CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Report on Form 10-K and the documents incorporated by reference include  “forward-looking statements”.  To the extent that the information presented in this Report on Form 10-K discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking.  Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”.  Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.  These include, among others, the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis or Plan of Operation” sections of this Report on Form 10-K.  These cautionary statements identify important factors that could cause actual results to differ materially from those described in the forward-looking statements.  When considering forward-looking statements in this prospectus, you should keep in mind the cautionary statements in the “Risk Factors” and “Management’s Discussion and Analysis or Plan of Operation” sections below, and other sections of this Report on Form 10-K.

The statements contained in this Report on Form 10-K that are not purely historical are forward-looking statements, including, without limitation, statements regarding our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future.  All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.  It is important to note that our actual results could differ materially from those included in such forward-looking statements.  There are many factors that could cause actual results to differ materially from the forward looking statements.  For a detailed explanation of such risks, please see the section entitled “Risk Factors” of this Report on Form 10-K.  Such risks, as well as such other risks and uncertainties as are detailed in our SEC reports and filings for a discussion of the factors that could cause actual results to differ materially from the forward- looking statements.  Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements.

The following discussion should be read in conjunction with the audited consolidated financial statements and the notes included in this Report on Form 10-K and the section entitled “Management’s Discussion and Analysis or Plan of Operation” included in this Report on Form 10-K.

General

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.  

Greenplex is looking at options to move into the laboratory testing of Cannabis industry and has entered into an agreement with CSA which is based in Temecula, California and is an ISO/IEC 17925-2005 accredited cannabinoid profiling laboratory in the United States.  CSA is accredited in accordance with the recognized International Standard ISO/IEC 17025-2005 and this accreditation demonstrates technical competence for a defined scope and operation of a laboratory quality management system.

Agreement with C.S. Analytics, LLC

On March 25, 2014, GreenPlex entered into an Option to Joint Venture agreement with C.S. Analytics LLC, ("CSA") pursuant to which GreenPlex agreed to contribute a total of One Million Five Hundred Thousand Dollars as its capital contribution to a fifty-fifty joint venture to be organized and referred to as the CSA-Greenplex LLC.  Greenplex' director, Roy Matthew Haskin, is the Managing Member of CSA,  The purpose of the Joint Venture is to operate a cannabis testing facility in Pullman, Washington, and to expand to other states.  CSA is based in Temecula, California.  CSA is accredited in accordance with the recognized International Standard ISO/IEC 17025-2005 and this accreditation demonstrates technical competence for a defined scope and operation of a laboratory quality management system.  The option agreement called for the contributions to be made in two $750,000 increments by Greenplex prior to August 24, 2014.  The first contribution was to be made on or before July 31, 2014.  Upon formation of CSA-Greenplex LLC,

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CSA will contribute certain business assets, know-how, diagnostic testing know-how and proprietary intellectual property to the CSA-Greenplex LLC joint venture.  GreenPlex paid a $50,000 option fee with regard to the original option agreement.  As a consideration for extending the Option to Joint Venture first contribution deadline to October 1, 2014, Greenplex agreed to pay CSA Analytics LLC an additional $160,000 as a non-refundable deposit which was paid from May through September of 2014.  On November 6, 2014, Greenplex paid CS Analytics, LLC an additional $95,000 payment with regard to the original Option to Joint Venture agreement dated March 23, 2014.  An aggregate of $305,000 in option fees were paid by Greenplex, plus a loan in the amount of $20,000, for a total of $325,000 which is creditable towards the first tranche of capital contribution due from Greenplex at the closing of the Option to Joint Venture Agreement.  These funds would be non-refundable if the joint venture is not formalized.  This option was not formalized, but a new agreement was entered into.

On January 16, 2015 GreenPlex Services, Inc. executed an Agreement with C.S. Analytics LLC ("CSA").  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.

On May 21, 2014, Greenplex Services, Inc. entered into a preliminary Product Research and Development Agreement with Botanical Extractor Research Group LLC, (“BERG”), a Limited Liability Company organized in the state of Washington.  A botanical extractor is a device that utilizes one or more techniques to extract cannabinoids and other active ingredients from by-products, waste and trim derived from a marijuana plants after they have been harvested.  The agreement is subject to Greenplex securing additional funding of at least $1.8 million.  The objectives of the Agreement are to undertake research on a variety of potentially new extractor designs, different extraction methodologies and investigating the possible utilization of different organic or inorganic media as solvents.  Greenplex will provide funding for the research program on an hourly basis and any new technology, scientific advancement, innovative equipment designs, or new products resulting from work by BERG will become the property of Greenplex.  Any product developed by Botanical Extractor Research Group LLC pursuant to the contract with Greenplex is subject to a royalty equal to three percent (3%) of the net selling price.

Results of Operations

Since GreenPlex Services, Inc. was formed on September 2, 2009, we have earned minimal revenues of approximately $237,000 from sales of landscaping services since inception.  Landscaping revenues of $38,100 were earned for the year ended November 30, 2014 as compared to $42,905 for the 11 months ended November 30, 2013.  We saw this decrease in revenue due to fewer clients serviced than the previous year.  We expect the revenue to increase though the period ending November 30, 2015 based on revenue from our agreement with C.S. Analytics, LLC.  We have not been able to offer services for snow and ice removal in the years ended December 31, 2014 and 2013 because of lack of funds to purchase equipment.

For the 12 months ended November 30, 2014, we incurred $53,302 in general and administrative expenses, $60,968 in professional fees, $174,905 consulting fees, and $64,112 in compensation and payroll expenses, compared to the 11 months ended November 30, 2013 where we incurred $10,879 in general and administrative expenses, $15,927 in professional fees, and $36,076 in payroll expenses.  The large increase in professional fees was due to changing business direction and additional professional consultation in connection with capital structure, joint ventures, and other potential business segments.  The large increase in general and administrative fees was due to changing business direction.  Salaries and compensation increased substantially in the latter period due to changing business direction.  We expect the 2015 fiscal year compensation to remain constant in future periods.  We expect our general and administrative expenses to remain constant in the future periods.  We expect the 2015 year end professional fees to remain constant in future periods

Material Changes to Financial Condition - Liquidity and Capital Resources

We have financed our operations primarily from the proceeds from private placements of our common stock, the issuance of promissory notes, and revenue from our operations.  We do not have any available lines of credit.  

As of November 30, 2014, we had $14,984 in cash and $10,674 in accounts receivable.  Our recent cash burn rate in our operations over the year ended November 30, 2014 has been approximately $24,000 per month.  We expect that that cash burn rate will stay somewhat constant.  Given this recent rate of use of cash in our operations, we do not have sufficient capital to carry on operations past March 2015.  Our long term capital requirements and the adequacy of our available funds will depend on many factors, including the reporting company costs, public relations fees, and operating expenses, among others.  If we are unable to raise additional capital, generate sufficient revenue, or receive loans from the officers on an as needed basis, we will have to curtail or cease our operations.

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Net cash used in operating activities for the year ended November 30, 2014 was $226,737.  Seasonal monthly financial commitments of the company included salary to the General Manager of $3,000 per month, and $200 to the General Manager for use of his truck for company business.

Net cash provided from financing activities for the year ended November 30, 2014, was $563,950.  Included in this figure were:

- $285,000 in proceeds from short term convertible notes

- $64,300 in proceeds from short term notes from related party

- $2,850 in payments on short term notes from related party

- $217,500 in proceeds from sale of common stock

We plan to finance our needs principally from the following:

We do not have sufficient capital to carry on operations past March 2014, but we plan to raise at least $300,000 in additional capital in a private placement offering to secure the funds needed to finance our plan of operation for at least the next twelve months.  However, this is a forward-looking statement, and there may be changes that could consume available resources before such time.

We are pursuing potential equity financing and also other collaborative arrangements that may generate additional capital for us.  We cannot assure you that we will generate sufficient additional capital or revenues, if any, to fund our operations beyond March 2015, that any future equity financings will be successful, or that other potential financings through bank borrowings, debt or equity offerings, or otherwise, will be available on acceptable terms or at all.

Our continued operations are dependent on our ability to obtain financing and upon our ability to achieve future profitable operations from the development of our business model.  Our independent registered public accounting firm (our auditors) issued its audit report for the fiscal years ended November 30, 2014 and 2013, including an explanatory paragraph as to an uncertainty with respect to our ability to continue as a going concern.  If we are not able to continue as a going concern, it is likely investors will lose their investment.

Subsequent Events

New Agreement with C.S. Analytics LLC

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.

Due to Related Party - 5% Holders

On February 25, 2015, a note payable was signed with IWJ Consulting Group, LLC for the principal amount of $100 with no interest thereon and a maturity date of February 11, 2016.  This was repaid on March 11, 2015.

On March 5, 2015, a note payable was signed with IWJ Consulting Group, LLC for the principal amount of $3,200 with no interest thereon and a maturity date of March 4, 2016.  This was repaid on March 10, 2015.

Notes Payable

On March 6, 2015, a note payable was signed with a third-party for the principal amount of $3,545 with 8% annual interest thereon and a maturity date of September 5, 2015.

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Consulting Agreement

Per a six month consulting agreement with Uptick Capital, LLC, entered into on September 2, 2014, 100,000 common shares for services was issued to them on September 16, 2014, and twenty five thousand dollars worth of restricted shares will be issued to them per month based on the average closing price of the last three days of the prior month.  The agreement was terminated soon. March of 2015, it was agreed by both parties that 200,000 additional shares will be issued with no further consideration. The total expenses amounted to $45,000 for the 300,000 common shares.

Critical Accounting Policies and Estimates

See Notes to the Financial Statements.

Recently Issued Accounting Pronouncements

Refer to Note 2 in the accompanying financial statements.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

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ITEM  8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GreenPlex Services, Inc.

November 30, 2014 and 2013

Index to the Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

GreenPlex Services, Inc.

We have audited the accompanying balance sheets of GreenPlex Services, Inc. (the “Company”) as of November 30, 2014 and 2013, and the related statements of operations, stockholders’ deficit and cash flows for the year ended November 30, 2014 and the 11 months ended November 30, 2013.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of November 30, 2014 and 2013, and the results of its operations and its cash flows for the year ended November 30, 2014and the 11 months ended November 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company had an accumulated deficit at November 30, 2014 and had a net loss and net cash used in operating activities for the reporting period then ended.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regards to these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li and Company, PC

Li and Company, PC

Skillman, New Jersey

March 17, 2015

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GreenPlex Services, Inc.

November 30, 2014 and 2013

Notes to the Financial Statements

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.

Note 2 - Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application.  Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.  The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation

The Company’s financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Fiscal Year End

On December 21, 2012, the Board of Directors of the Company passed a resolution to change the Company's fiscal year end date from December 31 to November 30, effective upon approval of the majority stockholders, which was ratified by the majority of the stockholders of the Company as part of the proxy vote related to the Company's 2012 Annual meeting, held on December 21, 2012.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

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 disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material.  The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i)

Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business;

(ii)

Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.  The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes.  The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

(iii)

Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.  Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

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These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions.  After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts receivable, prepaid expenses, accounts payable, accrued expenses, sales tax payable, and accrued payroll liabilities approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist.  Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets.  The Company’s long-lived assets, which include landscaping equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.  If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

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The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes.  The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The impairment charges, if any, are included in operating expenses in the accompanying statements of operations.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts.  The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any.

Outstanding account balances are reviewed individually for collectability.  Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.  There was $1,546 and $0 allowance for doubtful accounts at November 30, 2014 or November 30, 2013, respectively.

The Company does not have any off-balance-sheet credit exposure to its customers.

Landscaping Equipment

Landscaping equipment is recorded at cost. Expenditures for major additions and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred. Depreciation of landscaping equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of either three (3) or five (5) years.  Upon sale or retirement of landscaping equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in statements of operations.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the Related parties include a. affiliates of the Company; b.  Entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g.  Other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business.  However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements.  The disclosures shall include: a. the nature of the relationship(s) involved; b.  description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. mounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company derives its revenues from sales contracts with customers with revenues being generated when services are rendered.  Persuasive evidence of an arrangement is demonstrated via invoice and service agreement, service rendering is evidenced by a signed service application form by the service technician; the sales price to the customer is fixed upon signing of the service agreement and there is no separate sales rebate, discount, or volume incentive.

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.  If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum ("PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:

·

Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding.  Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments.  Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term.  The

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Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

·

Expected volatility of the entity’s shares and the method used to estimate it.  Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.  The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.  If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

·

Expected annual rate of quarterly dividends.  An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends.  The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

·

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Income Tax Provision

The Company accounts for income taxes under paragraph 710-10-30-2 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”).  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards.  The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability.  In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years.  If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the year ended November 30, 2014 or 11 months ended November 30, 2013.

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Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive.

Cash Flows Reporting

The Company has adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-24 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events.  The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update change the requirements for reporting discontinued operations in Subtopic 205-20.

Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The ASU states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Although “major” is not defined, the standard provides examples of when a disposal qualifies as a discontinued operation.

The ASU also requires additional disclosures about discontinued operations that will provide more information about the assets, liabilities, income and expenses of discontinued operations. In addition, the ASU requires disclosure of the pre-tax profit or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements.

The ASU is effective for public business entities for annual periods beginning on or after December 15, 2014, and interim periods within those years.

In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”)

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This guidance amends the existing FASB Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve that core principle, an entity should apply the following steps:

1.

Identify the contract(s) with the customer

2.

Identify the performance obligations in the contract

3.

Determine the transaction price

4.

Allocate the transaction price to the performance obligations in the contract

5.

Recognize revenue when (or as) the entity satisfies a performance obligations

The ASU also provides guidance on disclosures that should be provided to enable financial statement users to understand the nature, amount, timing, and uncertainty of revenue recognition and cash flows arising from contracts with customers.  Qualitative and quantitative information is required about the following:

1.

Contracts with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations)

2.

Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations

3.

Assets recognized from the costs to obtain or fulfill a contract.

ASU 2014-09 is effective for periods beginning after December 15, 2016, including interim reporting periods within that reporting period for all public entities.  Early application is not permitted.

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.

The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations.

Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.

The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

The company has limited operations and is considered to be in the development stage. The Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting

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Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-12 “Compensation—Stock Compensation (Topic 718) : Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”).

The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period.  The Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.

The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015.  Earlier adoption is permitted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Note 3 – Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit at November 30, 2014, 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 – Landscaping Equipment

(i)

Impairment Test

The Company completed its annual impairment testing of landscaping equipment and determined that there was no impairment as the fair value of its landscaping equipment, substantially exceeded their carrying values at November 30, 2014.

(ii)

Depreciation Expense

Depreciation expense was $4,078 and $4,232 for the year ended November 30, 2014 and 11 months ended November 30, 2013, respectively.

Note 5 - Other Assets - Joint Venture Investment

On March 25, 2014, GreenPlex entered into an Option to Joint Venture agreement with C.S. Analytics LLC, ("CSA") pursuant to which GreenPlex agreed to contribute a total of One Million Five Hundred Thousand Dollars as its capital contribution to a fifty-fifty joint venture to be organized and referred to as the CSA-Greenplex LLC.  Greenplex' director, Roy Matthew Haskin, is the Managing Member of CSA,  The purpose of the Joint Venture is to operate a cannabis testing facility in Pullman, Washington, and to expand to other states.  CSA is based in Temecula, California.  CSA is accredited in accordance with the recognized International Standard ISO/IEC 17025-2005 and this accreditation demonstrates technical competence for a defined scope and operation of a laboratory quality management system.  The option agreement called for the contributions to be made in two $750,000 increments by Greenplex prior to August 24, 2014.  The first contribution was to be made on or before July 31, 2014.  Upon formation of CSA-Greenplex LLC, CSA will contribute certain business assets, know-how, diagnostic testing know-how and proprietary intellectual property to the CSA-Greenplex LLC joint venture.  GreenPlex paid a $50,000 option fee with regard to the original option agreement.  As a consideration for extending the Option to Joint Venture first contribution deadline to October 1, 2014, Greenplex agreed to pay CSA Analytics LLC

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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 no valuation for impairment is necessary at this time.

Note 6 - 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.

On June 17, 2014, the Company entered into a definitive agreement with an unaffiliated accredited investor and executed a one year 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.

On November 4, 2014, the Company entered into a definitive agreement with three unaffiliated accredited investors and executed three one-year convertible promissory notes relating to loans in the aggregate amount of $130,000 at 8% interest per annum.  The three notes' principal and interest are convertible at any time for common stock at the price of $0.15 per share.

Notes payable with related parties were disclosed in Note 7.

Note 7 – Related Party Transactions

Shares issued to Related Party - Affiliate

On December 31, 2012, a related party note holder, Director and over 5% shareholder Mr. Manuel Graiwer, converted all of the principal balance of their outstanding notes and related accrued interest, totaling $5,412, into common shares of the Company at $0.0036 per share for an aggregate of 1,488,234 shares.

Shares issued to Related Party - 5% Holder

On December 31, 2012, a related party note holder, former Officer and over 5% shareholder Kyle Carlson, converted all of the principal balance of their outstanding notes and related accrued interest, totaling $3,800, into common shares of the Company at $0.0036 per share for an aggregate of 1,045,000 shares.

On December 31, 2012, related party over note holder Sherry Edington converted all of the principal balance of their outstanding notes and related accrued interest, totaling $8,652, into common shares of the Company at $0.0036 per share for an aggregate of 2,379,300 shares.

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On December 31, 2012, related party note holder IWJ Consulting Group, LLC, controlled by Jerod Edington, converted all of the principal balance of their outstanding notes and related accrued interest, totaling $9,000, into common shares of the Company at $0.0036 per share for an aggregate of 2,475,000 shares.

On December 31, 2012, related party note holder Triax Capital Management, Inc. controlled by Joseph Edington converted all of the principal balance of their outstanding notes and related accrued interest, totaling $2,000, into common shares of the Company at $0.0036 per share for an aggregate of 550,000 shares.

In August 2014, related party Triax Capital Management, Inc. controlled by Joseph Edington purchased 550,000 shares from the Company at $0.0036 per share for an aggregate of $2,000.

On March 19, 2014, a creditor of Greenplex Services, Inc., related party Triax Capital Management, Inc. controlled by Joseph Edington, had outstanding loans due to them from Greenplex agreed to convert their loans due plus any accrued interest into common shares of stock at a conversion rate of $0.0068 per share.  The total outstanding loans in aggregate were $5,000 and the aggregate interest accrued up to March 19, 2014 was $0.  A total of 733,337 shares in aggregate were issued in exchange for the loans due.

Due to Related Party - Director

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.

Due to Related Party - 5% Holders

On January 31, 2014, a note payable was signed with related-party IWJ Consulting Group, LLC, controlled by Jerod Edington, for the principal amount of $1,600 with no interest thereon and a maturity date of January 31, 2015. $1,200 was repaid in cash on February 20, 2014. $400 was repaid on April 10, 2014.  No balance was due at November 30, 2014.

On February 7, 2014, a note payable was signed with related-party Triax Capital Management, Inc., controlled by Joseph Edington, for the principal amount of $4,000 with no interest thereon and a maturity date of February 7, 2015.  No balance was due at November 30, 2014.

On March 7, 2014, a note payable was signed with related-party Triax Capital Management, Inc., controlled by Joseph Edington, for the principal amount of $1,000 with no interest thereon and a maturity date of March 7, 2015.  No balance was due at November 30, 2014.

On March 19, 2014, related party creditor Triax Capital Management, Inc., controlled by Joseph Edington, that had outstanding loans due to them agreed to convert their loans due plus any accrued interest into common shares of stock at a conversion rate of $0.0068 per share.  The total outstanding loans in aggregate were $5,000 and the aggregate interest accrued was $0.  A total of 733,337 shares in aggregate were issued in exchange for the loans due.    No balance was due at November 30, 2014.

On June 10, 2014, a note payable was signed with related-party Jerod Edington, for the principal amount of $1,200 with no interest thereon and a maturity date of December 31, 2014. It was extended to June 30, 2015.  On March 13, 2015, notes payable due in the amounts of $1,200 that was loaned on June 10, 2014 was returned.

On July 14, 2014, a note payable was signed with related-party IWJ Consulting Group, LLC, controlled by Jerod Edington, for the principal amount of $1,500 with no interest thereon and a maturity date of December 31, 2014.  It was extended to June 30, 2015. $1,250 was paid back on August 21, 2014 and the balance remaining at November 30, 2014 was $250.  This remaining $250 was repaid on March 11, 2015.

On March 11, 2015, notes payable due in the amounts of $100 from the February 25, 2015 note, $3,200 from the March 5, 2015 note, and $250 from the July 14, 2014 note, in an aggregate amount of $3,550 was returned to a related party lender, IWJ Consulting Group, LLC.

Accounting and Tax Services

Certain accounting and tax services are performed by accounting firm Murray & Josephson, CPAs, LLC, that is owned by Marty Murray, an officer and director of the Company.  As of November 30, 2014 the Company owes this accounting firm $16,934, which is included with accounts payable and accrued expenses, and $26,934 was included in the Company’s expenses for the year then ended.

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Consulting Services

Key Financial Services, Inc., an entity that is owned by a 5% shareholder of the Company provides consulting services to the Company.  As of November 30, 2014 there are no amounts due to this entity, and $99,325 was included in the expenses for year then ended.  This shareholder was also a customer of the Company and received landscaping services totaling $4,690 and $2,850 for year ended November 30, 2014 and 11 months ended November 30, 2013, respectively.

Triax Capital Management, Inc., an entity that is owned by a 5% shareholder of the Company provides consulting services to the Company.  In the year ended November 30, 2014, the amount of consulting services invoiced was $5,440.  As of November 30, 2014 and 2013 there were no amounts due to this entity.

Luminarix Consulting Group, LLC, an entity that is owned by a 5% shareholder of the Company provides consulting services to the Company.  In the year ended November 30, 2014, the amount of consulting services invoiced was $2,500.  As of November 30, 2014 and 2013, there were no amounts due to this entity.

Compensation of officers

The officers of the company did not receive compensation during the year ended November 30, 2014. Included in the financial statements, accounts payable and accrued expenses is $33,000 for the unpaid salaries.

Warrants Issued for Consulting Services

On March 3, 2014, the Company entered into a definitive consulting agreement relating to the use of services from IWJ Consulting Group, LLC ("Consultant") a 5% shareholder, that was compensated by the issuance of a two-year option to purchase up to 5,500,000 shares of restricted common stock at $.0036 per share The Company valued these warrants issued at $24,870 on the date of grant using the Black-Scholes Option Pricing Model, and recorded the fair value of warrants of $24,870 as additional paid-in capital on March 25, 2014 when the option to joint Venture agreement with C.S. Analytics LLC was executed.  Further disclosure is found in Note 9.

On March 25, 2014, the Company entered into a definitive agreement with affiliate Manuel Graiwer and executed a ninety day promissory note relating to a loan in the amount of $60,000 at 6% interest per annum.  This individual became a director of the company and an affiliate on April 30, 2014.  As a consideration of the loan, the Company has issued a three years stock purchase warrant to purchase 550,000 shares of restricted common stock at $0.0091 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.

Option to Joint Venture agreement with C.S. Analytics LLC

Greenplex' director, Roy Matthew Haskin, is the Managing Member of C.S. Analytics LLC that executed an Option to Enter Into a Joint Venture with Greenplex on March 25, 2014, as described in Note 5.  A second agreement between these parties was executed on January 16, 2015, which is also described in Note 5

Sales and Accounts Receivable - Related Parties

For the year ended November 30, 2014 and the eleven months ended November 30, 2013, Greenplex had sales to 5% related parties in aggregate of $6,770 and $3,990, respectively.

At November 30, 2014 and November 30, 2013, Greenplex had accounts receivable for services to 5% related parties in aggregate of $3,601 and $502, respectively.

Note 8 – Stockholders’ Deficit

Shares Authorized

Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares of Common Stock, par value $0.001 per share.

Issuance of Common Stock

On April 5, 2012, the Company sold 2,200,000 shares of its restricted common stock, to one non-affiliated investor at $0.0045 per share for $10,000 in cash.

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On December 31, 2012, four (4) note holders converted all of the principal balance of their outstanding notes and related accrued interest, totaling $20,491, into common shares of the Company at $0.0036 per share for an aggregate of 5,635,047 shares.

On December 31, 2012, the Chief Executive Officer converted the entire balances of his advances to the Company of $3,800 into common shares of the Company at $0.0036 per share for an aggregate of 1,045,000 shares.

On August 16, 2013, the Company entered into a definitive agreement relating to the private placement of $1,000 of its securities through the sale of 275,000 shares of its common stock at $0.0036 per share to an investor.

On August 30, 2013, the Company entered into a definitive agreement relating to the private placement of $1,000 of its securities through the sale of 275,000 shares of its common stock at $0.0036 per share to an investor.

On August 30, 2013, note holders converted their notes, in the aggregate amount of $11,000 into common shares of stock at $0.0036 per share.  A total of 3,025,000 shares in aggregate were issued in exchange for the notes.

On September 30, 2013, the Company entered into a definitive agreement relating to the private placement of $5,000 of its securities through the sale of 1,375,000 shares of its common stock at $0.0036 per share to an investor.

On March 11, 2014, the Company entered into a definitive agreement relating to the private placement of $7,500 of its securities through the sale of 1,100,000 shares of its common stock at $0.0068 per share to an investor.

On April 15, 2014, the Board of Directors of the Company approved a 11:1 stock split of the Company's issued and outstanding shares of common stock.

All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the April 15, 2014 11:1 forward Stock Split.

In August 2014, the Company entered into a four definitive agreement relating to the private placement of $110,000 of its securities through the sale of 733,333 shares of its common stock at $0.15 per share to an investor.  Also issued as consideration for the investment were 366,666 three year callable warrants exercisable at $.60 per share.  If at any time after a year the common stock of the Company trades and closes at a price of more than $.75 per share (as adjusted for share splits, recapitalizations or other similar adjustments) for more than 20 consecutive trading days and the resale of the Warrant Stock is covered by a then-current registration statement, then any outstanding Warrants shall become callable, in whole or in part, at $.01 at the discretion of the Company, upon ten (10) days prior written notice (the “Notice Period”) given to the Holder within five business days immediately following the end of such twenty (20) trading day period.

In September through November 2014, the Company entered into a five definitive agreements relating to the private placement of an aggregate of $100,000 of its securities through the sale of 666,666 shares of its common stock at $0.15 per share to an investor.  Also issued as consideration for the investment were 333,333 three year warrants exercisable at $.60 per share.  If at any time after a year, the common stock of the Company trades and closes at a price of more than $.75 per share (as adjusted for share splits, recapitalizations or other similar adjustments) for more than 20 consecutive trading days and the resale of the Warrant Stock is covered by a then-current registration statement, then any outstanding Warrants shall become callable, in whole or in part, at $.01 at the discretion of the Company, upon ten (10) days prior written notice (the “Notice Period”) given to the Holder within five business days immediately following the end of such twenty (20) trading day period.

Per a six month consulting agreement with Uptick Capital, LLC, entered into on September 2, 2014, 100,000 common shares for services was issued to them on September 16, 2014, and twenty five thousand dollars worth of restricted shares will be issued to them per month based on the average closing price of the last three days of the prior month.  The agreement was terminated and it was agreed by both parties that 200,000 additional shares would be issued to Uptick with no further consideration, for an aggregate of 300,000 shares issued to Uptick.  Greenplex recorded $45,000 consulting fee for the period ended November 30, 2014 as a result of the termination.

Stock Options

The Company’s board of directors approved the adoption of the “Non-Qualified Stock Option and Stock Appreciation Rights Plan” by unanimous consent on September 4, 2009 (“2009 Stock Option Plan”).  This plan was initiated to encourage and enable officers, directors, consultants, advisors and other key employees of the Company to acquire and retain a proprietary interest in the Company by ownership of its common stock.  1,000,000 shares of the Company’s common stock were authorized under the 2009 Stock Option Plan.

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The Board of Directors did not grant the issuance of any non-statutory stock options from the Company’s Non-Qualified Stock Option Plan for the years ended November 30, 2014 or 11 months ended November 30, 2013.

Warrants

Warrants Issued for Consulting Services

On March 3, 2014, the Company entered into a definitive consulting agreement relating to the use of services from IWJ Consulting Group, LLC ("Consultant").  Due to the Company’s lack of operating success since its inception, the Board of Directors authorized retaining a consultant to assist in identifying and screening possible private companies: 1) to be acquired by the Company for stock; 2) to be merged with the Company by an exchange of stock; or 3) to be willing to sell operating assets to the company for stock.  The Company has entered into a 90 day agreement with the Consultant whereby the Consultant has agreed to cover their own out-of-pocket expenses in regards to this objective and they will be compensated by the issuance of a two-year option to purchase up to 5,500,000 shares of restricted common stock at $.0036 per share, the current market value, predicated on the Consultant being successful and the Company completing a transaction.  The Company valued these warrants issued at $24,870 on March 25, 2014, the date of grant using the Black-Scholes Option Pricing Model, and recorded the fair value of warrants of $24,870 as additional paid-in capital.

The fair value of each warrant grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following assumptions:

Warrants Issued in connection with Note

On March 25, 2014, the Company entered into a definitive agreement with affiliate Manuel Graiwer and executed a ninety day promissory note relating to a loan in the amount of $60,000 at 6% interest per annum.  This individual became a director of the company and an affiliate on April 30, 2014.  As a consideration of the loan, the Company has issued a three years stock purchase warrant to purchase 550,000 shares of restricted common stock at $0.0091 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.

The fair value of each warrant grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following assumptions:

Warrants Issued with Common Shares

In August 2014, the Company entered into definitive stock purchase agreements with four individuals totaling $110,000.  As a consideration of the stock purchases, the Company has issued three years callable stock purchase warrants to purchase 366,666 shares

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of restricted common stock at $0.60 per share.  The Company valued these warrants issued at $47 on the date of grant using the Black-Scholes Option Pricing Model, and recorded the fair value of warrants of $47 as additional paid-in capital.

In September 2014, the Company entered into definitive stock purchase agreements with four individuals totaling $70,000.  As a consideration of the stock purchases, the Company has issued three years callable stock purchase warrants to purchase 233,333 shares of restricted common stock at $0.60 per share.  The Company valued these warrants issued at $0.01 on the date of grant using the Black-Scholes Option Pricing Model, and recorded the fair value of warrants of $1,535 as additional paid-in capital.

In November 2014, the Company entered into definitive stock purchase agreements with one individuals totaling $30,000.  As a consideration of the stock purchases, the Company has issued three years callable stock purchase warrants to purchase 100,000 shares of restricted common stock at $0.60 per share.  The Company valued these warrants issued at $0.01 on the date of grant using the Black-Scholes Option Pricing Model, and recorded the fair value of warrants of $655 as additional paid-in capital.

The fair value of each warrant grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following assumptions:

Summary of the Company’s Warrant Activities

The table below summarizes the Company’s warrant activities:

The following table summarizes information concerning outstanding and exercisable warrants as of November 30, 2014:

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Note 9 – Income Tax Provision

Deferred Tax Assets

At November 30, 2014, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of approximately $473,000 that may be offset against future taxable income through 2034.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $170,000 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $111,346 and $8,461 for the year ended November 30, 2014 and 11 months ended November 30, 2013, respectively.

Components of deferred tax assets are as follows:

Income Tax Provision in the Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

Note 10 – Concentrations

Customer and Credit Concentrations

Customer concentrations for the year ended November 30, 2014 and 11 months ended November 30, 2013 are as follows:

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Note 11 – Subsequent Events

The Company has evaluated all events that occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:

New Agreement with C.S. Analytics LLC

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.

Due to Related Party - 5% Holders

On February 25, 2015, a note payable was signed with IWJ Consulting Group, LLC controlled by Jerod Edington for the principal amount of $100 with no interest thereon and a maturity date of February 11, 2016.  This was repaid on March 11, 2015.

On March 5, 2015, a note payable was signed with IWJ Consulting Group, LLC controlled by Jerod Edington for the principal amount of $3,200 with no interest thereon and a maturity date of March 4, 2016.  This was repaid on March 11, 2015.

Notes Payable

On March 6, 2015, a note payable was signed with a third-party for the principal amount of $3,545 with 8% annual interest thereon and a maturity date of September 5, 2015.

Consulting Agreement

Per a six month consulting agreement with Uptick Capital, LLC, entered into on September 2, 2014, 100,000 common shares for services was issued to them on September 16, 2014, and twenty five thousand dollars worth of restricted shares will be issued to them per month based on the average closing price of the last three days of the prior month.  The agreement was terminated and in March of 2015, it was agreed by both parties that only 200,000 additional shares will be issued with no further consideration.  The total expenses amounted to $45,000 for the 300,000 common shares.

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

None.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of November 30, 2014.

We identified a material weakness in our internal control over financial reporting as of November 30, 2014 because fundamental elements of an effective control environment were not present as of November 30, 2014, including independent oversight and review of financial reporting, the financial reporting processes and procedures, and internal control procedures by our board of directors as we have not established an audit committee and our full board has not been adequately performing those functions.  There exists a complete overlap between management and our board of directors, with three directors being members of management.  Specifically, we do not currently have the ability to objectively monitor the processes and procedures of financial reporting as the individuals responsible for financial reporting also comprise all but one of the members of our board of directors.  Additionally, due to insufficient staffing and lack of full-time personnel, it has not been possible to ensure appropriate segregation of duties between incompatible functions and formalized monitoring procedures have not, to date, been established or implemented.  In the course of our assessment, we also identified that there were control deficiencies which were the result of our not maintaining a sufficient complement of personnel to ensure that financial information (both routine and non-routine) is adequately analyzed and reviewed on a timely basis to detect misstatements.  Essentially, the material weaknesses we have identified in our assessment are the same as those identified in our assessment as of December 31, 2013.  Due to a lack of sufficient capital resources and our lack of independent outside directors, we have been unable to remedy the material weaknesses which existed last year.

Based on this assessment and the material weaknesses described above, management has concluded that internal control over financial reporting was not effective as of November 30, 2014.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

We intend to take the following steps once the company has raised sufficient capital resources to remediate the material weakness we identified as follows:

-

We will segregate incompatible functions using existing personnel where possible or, given sufficient capital resources, we will hire additional personnel to perform those functions.

-

To the extent we can attract outside directors, we will increase the oversight and review procedures of our board of directors with regard to financial reporting, financial reporting processes and procedures and internal control procedures.

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-

To the extent we can attract outside directors, we will nominate an audit committee to review and assist the board with its oversight responsibilities.

Changes In Internal Control Over Financial Reporting

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended November 30, 2014, that materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

ITEM 9B.   OTHER INFORMATION

None.

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A. Directors, Executive Officers, Promoters and Control Persons

The current executive officers, directors, and significant employees of GreenPlex Services are as follows:

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Family Relationships

There are no family relationships among our directors or officers

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s business experience, principal occupation during the period, and the name and principal business of the organization by which they were employed.

Victor T. Foia - CEO, President & Director.  Mr. Foia earned a Bachelor’s Degree in Engineering and Computer Science from the University of Illinois in 1973 and a Master’s Degree in International Management from the University of Dallas in 1994.  He brings to Greenplex over thirty years of diverse international managerial experience primarily in the telecommunications and computers industry.  The companies he worked for in the USA, France, and Finland include GTE, ITT International, Rockwell International, Aeronautical Radio, and NEC.  It was at NEC, where Mr. Foia spent the last twenty-five years of his career before coming out of retirement to become the CEO of Greenplex.  From 2001 to 2010 he served as the CEO of Active Voice, LLC , a NEC subsidiary.

Mr. Foia's senior management responsibilities spanned over organizations with hundreds of high-tech industry professionals deployed over three continents, North America, Europe, and Australia.  Under his leadership, these personnel provided telecommunications equipment and engineering services to tens of thousands of corporate clients, affecting directly and indirectly nearly one billion dollars in annual sales.  In 2000, Mr. Foia led the expansion of NEC’s SW development capabilities by the creation of the first outsource development operation, the Romanian Development Center (RDC).  RDC employed more than one hundred software designers and operated very successfully for a decade, serving as the model for subsequent NEC SW outsourcing initiatives in India, China, and Australia.  From 2002 – 2005, he was instrumental in spearheading NEC’s acquisition of the Netherland Philips Corporation

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telecommunication division.  This enabled NEC to penetrate the European telecommunication market and ultimately develop new business generating sales in the range of 500 million Euro.

Mark C. Hutchison - Director, Vice President of Operations, Secretary, and Director.  Since 2002, Mr. Hutchison has owned his own consulting firm that specialized in the design, integration, engineering, project management and construction of several indoor medical marijuana growing operations and multiple outdoor farms in Mendicino County, California.  Mark is a master grower and has vast experience with every aspect of marijuana growing industry.  Mark will supervise all infrastructure build out contracts for Greenplex.

Martin F. Murray CPA, MBA -- CFO, Treasurer & Director.  Mr. Murray is a founder and managing partner of Murray and Josephson, CPAs, LLC.  Previously, he was an audit manager with Eisner LLP, one of the northeast’s leading regional accounting firms.  His clients have included Michael Bloomberg, Christy Turlington and Academy Award-winning director George Roy Hill.  He is a member of the tax section of the American Institute of Certified Public Accountants and The New York State Society of Certified Public Accountants, where he served on the health care committee.  Mr. Murray earned his MBA in taxation from Baruch College, where he also earned his BBA in Accountancy.

Manuel F. Graiwer, Esq. - Director.  Mr. Graiwer is a managing director of Graiwer & Kaplan, a professional law corporation in Los Angeles, California.  Mr. Graiwer received his B.Sc. degree from the University of California in Los Angeles and J.D. degree from the University of California Davis School of law.  In 1975, Mr. Graiwer was admitted to the Supreme Court of the USA.  He was former Pro Tempore Judge for the Workers Compensation Appeals Board and an Arbitrator, American Arbitration Association.  Mr. Graiwer is a member of the California Bar Association, California Trial Lawyers and California Applicant Attorney Association.  Since 1994, Mr. Graiwer has managed a private venture capital group focusing on small cap biopharmaceutical and resources companies.

Bruce Gillis MD - Director.  Dr. Gillis received his B.A. degree in Chemistry from the University of Illinois in 1969; his Doctor of Medicine degree from the University of Illinois in 1974; and a Master of Public Health degree from Harvard University in 1974.  Dr. Gillis has been a practicing physician since 1977.  From 1981 to 1983 he served as the CEO of Med-Tox Associates, Ecologics and Quanteq Laboratories.  He also served that the CEO of The Cytokine Institute from 2005 to 2010.  From 2010 to present Dr. Gillis has been the CEO and principal shareholder of EpicGenetics, Inc., which operates a CLIC certified and CAP accredited laboratory.  

Roy Matthew Haskins - Director.  From 2010 – Present, Mr. Haskins has been the cofounder and President of C.S. Analytics, LLC (CannaSafe Analytics).  CannaSafe Analytics established the nation’s first ISO/IEC  17025:2005 accredited cannabis laboratory.  His duties at CannaSafe include scientific development and coordination (methodologies, SOP’s, R&D), brand development, marketing, quality systems management, compliance and technical analyst.  From 2009 – to the present he has been a Partner and Senior Vice President for Coldwell Banker Commercial Sudweeks Group, specializing in commercial investments and land entitlements.  From 2007 – 2009 he was a director at KSI Capital, where his duties included underwriting development, investment analytics, site analysis and due diligence.  From 2001 – 2007 he was the General partner of Terra Nostra Consultants, a private company whose business focused on real estate development and investing in real estate.  

Kurt Boehl – Director.  Mr. Boehl received his B.A. degree in 1996 from Metropolitan State University located in Denver, Colorado and his J.D. degree from Seattle University School of Law in 2005. Mr. Boehl is founder and managing partner of the KB Law Group PLLC, a professional law corporation in Seattle, WA. Mr. Boehl is a member of the National Trial Lawyers. For the past five years, he has been selected as a Rising Star by Washington Law and Politics Magazine. The KB Law Group has received the prestigious Martindale Hubbell AV rating and is ranked Superb by the AVVO attorney rating service. Mr. Boehl is one of the original drafters of Initiative I502, Washington's legal marijuana law. He is frequent speaker on cannabis law, and consults with a number of canna-businesses in Washington State.

Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:

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Audit Committee and Financial Expert

We do not have an Audit Committee; our directors perform some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management’s administration of the system of internal accounting controls. GreenPlex does currently have a written audit committee charter.

We have no financial expert.  We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations and financial experience of our officers, we believe the services of a financial expert are not warranted.

Code of Business Conduct and Ethics

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

We have adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Nominating Committee

We do not have a Nominating Committee or Nominating Committee Charter.  Our board of directors perform some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we have only one current director and have never received a stockholder nomination for additional directors.

Identification of Certain Significant Employees

James Jefferson, 48 years in age, is our General Manager and full-time seasonal employee.  His duties include managing the day-to-day service call scheduling of the company, performing services, and soliciting new customers.  Mr. Jefferson was employed by Haase Landscaping, LLC from 1994 to 2009 as a commercial and residential landscaping specialist.  He is skilled in arborist techniques, He is a Certified Commercial Spray Applicator and is registered with the Washington State Department of Agriculture and has passed a comprehensive four part test through the Spokane County Extension which includes; 1) Laws and Safety; 2) Insect and Disease Control; 3) Turf and Ornamental Weed Control; and 4) GPCO ( General Pest Control Operator).

Section 16(a) Beneficial Ownership Reporting Compliance.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock.  Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.  We have no knowledge that, as of the date of this filing, our directors, executive officers, and persons who own more than ten percent of our common stock, have not filed an initial Form 3 or a timely Form 4.

ITEM 11.   EXECUTIVE COMPENSATION.

Summary Compensation Table

The table below sets forth the aggregate annual and long-term compensation paid by us for the last two fiscal years to our Chief Executive Officer who is also our Chief Financial Officer (the “Named Executive Officer”).  Other than as set forth below, no executive officer’s salary and bonus exceeded $100,000 for the fiscal years ended November 30, 2014 or November 30, 2013.  The disclosure covers all compensation awarded to, earned by, or paid to the named executive officer.

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Narrative Disclosure to Summary Compensation Table

Victor Foia and Martin Murray have not entered into formal written employment agreement with GreenPlex.

Outstanding Equity Awards at Fiscal Year End

Our named executive officer has not been granted any equity compensation, including option grants, as of November 30, 2014.

Compensation of Directors

The officers of the company did not receive compensation during the year ended November 30, 2014 or 2013.  Included in the financial statements, accounts payable and accrued expenses is $33,000 for the unpaid salaries.

Compensation Committee Interlocks and Insider Participation

We do not currently have a compensation committee and there has been no executive officer compensation during the fiscal years ended November 30, 2014 or 2013.

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

The following table sets forth, as of March 16, 2015, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers.  The percentage of shares beneficially owned is based on 37,355,883 shares of common stock outstanding as of March 16, 2015.  Shares of common stock subject to stock options and warrants that are currently exercisable or exercisable within 60 days of March 16, 2014, are deemed to be outstanding for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.  Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.  Except as otherwise listed below, the address of each person is: 2525 E. 29th Ave. Ste. 10-B Spokane, WA 99223.

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Change in Control

We are unaware of any contract, or other arrangement or provision of our Articles or By-laws, the operation of which may at a subsequent date result in a change of control of our company.

Equity Compensation Plan Information

The following table sets forth information about the common stock available for issuance under compensatory plans and arrangements as of November 30, 2014.

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ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Shares issued to Related Party - Affiliate

On December 31, 2012, a related party note holder, Director and over 5% shareholder Mr. Manuel Graiwer, converted all of the principal balance of their outstanding notes and related accrued interest, totaling $5,412, into common shares of the Company at $0.0036 per share for an aggregate of 1,488,234 shares.

Shares issued to Related Party - 5% Holder

On December 31, 2012, a related party note holder, former Officer and over 5% shareholder Kyle Carlson, converted all of the principal balance of their outstanding notes and related accrued interest, totaling $3,800, into common shares of the Company at $0.0036 per share for an aggregate of 1,045,000 shares.

On December 31, 2012, related party over note holder Sherry Edington converted all of the principal balance of their outstanding notes and related accrued interest, totaling $8,652, into common shares of the Company at $0.0036 per share for an aggregate of 2,379,300 shares.

On December 31, 2012, related party note holder IWJ Consulting Group, LLC, controlled by Jerod Edington, converted all of the principal balance of their outstanding notes and related accrued interest, totaling $9,000, into common shares of the Company at $0.0036 per share for an aggregate of 2,475,000 shares.

On December 31, 2012, related party note holder Triax Capital Management, Inc. controlled by Joseph Edington converted all of the principal balance of their outstanding notes and related accrued interest, totaling $2,000, into common shares of the Company at $0.0036 per share for an aggregate of 550,000 shares.

In August 2014, related party Triax Capital Management, Inc. controlled by Joseph Edington purchased 550,000 shares from the Company at $0.0036 per share for an aggregate of $2,000.

On March 19, 2014, a creditor of Greenplex Services, Inc., related party Triax Capital Management, Inc. controlled by Joseph Edington, had outstanding loans due to them from Greenplex agreed to convert their loans due plus any accrued interest into common shares of stock at a conversion rate of $0.0068 per share.  The total outstanding loans in aggregate were $5,000 and the aggregate interest accrued up to March 19, 2014 was $0.  A total of 733,337 shares in aggregate were issued in exchange for the loans due.

Due to Related Party - Director

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.

Due to Related Party - 5% Holders

On January 31, 2014, a note payable was signed with related-party IWJ Consulting Group, LLC, controlled by Jerod Edington, for the principal amount of $1,600 with no interest thereon and a maturity date of January 31, 2015. $1,200 was repaid in cash on February 20, 2014. $400 was repaid on April 10, 2014.  No balance was due at November 30, 2014.

On February 7, 2014, a note payable was signed with related-party Triax Capital Management, Inc., controlled by Joseph Edington, for the principal amount of $4,000 with no interest thereon and a maturity date of February 7, 2015.  No balance was due at November 30, 2014.

On March 7, 2014, a note payable was signed with related-party Triax Capital Management, Inc., controlled by Joseph Edington, for the principal amount of $1,000 with no interest thereon and a maturity date of March 7, 2015.  No balance was due at November 30, 2014.

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On March 19, 2014, related party creditor Triax Capital Management, Inc., controlled by Joseph Edington, that had outstanding loans due to them agreed to convert their loans due plus any accrued interest into common shares of stock at a conversion rate of $0.0068 per share.  The total outstanding loans in aggregate were $5,000 and the aggregate interest accrued was $0.  A total of 733,337 shares in aggregate were issued in exchange for the loans due.    No balance was due at November 30, 2014.

On June 10, 2014, a note payable was signed with related-party Jerod Edington, for the principal amount of $1,200 with no interest thereon and a maturity date of December 31, 2014. It was extended to June 30, 2015.  On March 13, 2015, notes payable due in the amounts of $1,200 that was loaned on June 10, 2014 was returned.

On July 14, 2014, a note payable was signed with related-party IWJ Consulting Group, LLC, controlled by Jerod Edington, for the principal amount of $1,500 with no interest thereon and a maturity date of December 31, 2014.  It was extended to June 30, 2015. $1,250 was paid back on August 21, 2014 and the balance remaining at November 30, 2014 was $250.  This remaining $250 was repaid on March 11, 2015.

On March 11, 2015, notes payable due in the amounts of $100 from the February 25, 2015 note, $3,200 from the March 5, 2015 note, and $250 from the July 14, 2014 note, in an aggregate amount of $3,550 was returned to a related party lender, IWJ Consulting Group, LLC.

Accounting and Tax Services

Certain accounting and tax services are performed by accounting firm Murray & Josephson, CPAs, LLC, that is owned by Marty Murray, an officer and director of the Company.  As of November 30, 2014 the Company owes this accounting firm $16,934, which is included with accounts payable and accrued expenses, and $26,934 was included in the Company’s expenses for the year then ended.

Consulting Services

Key Financial Services, Inc., an entity that is owned by a 5% shareholder of the Company provides consulting services to the Company.  As of November 30, 2014 there are no amounts due to this entity, and $99,325 was included in the expenses for year then ended.  This shareholder was also a customer of the Company and received landscaping services totaling $4,690 and $2,850 for year ended November 30, 2014 and 11 months ended November 30, 2013, respectively.

Triax Capital Management, Inc., an entity that is owned by a 5% shareholder of the Company provides consulting services to the Company.  In the year ended November 30, 2014, the amount of consulting services invoiced was $5,440.  As of November 30, 2014 and 2013 there were no amounts due to this entity.

Luminarix Consulting Group, LLC, an entity that is owned by a 5% shareholder of the Company provides consulting services to the Company.  In the year ended November 30, 2014, the amount of consulting services invoiced was $2,500.  As of November 30, 2014 and 2013, there were no amounts due to this entity.

Compensation of officers

The officers of the company did not receive compensation during the year ended November 30, 2014. Included in the financial statements, accounts payable and accrued expenses is $33,000 for the unpaid salaries.

Warrants Issued for Consulting Services

On March 3, 2014, the Company entered into a definitive consulting agreement relating to the use of services from IWJ Consulting Group, LLC ("Consultant") a 5% shareholder, that was compensated by the issuance of a two-year option to purchase up to 5,500,000 shares of restricted common stock at $.0036 per share The Company valued these warrants issued at $24,870 on the date of grant using the Black-Scholes Option Pricing Model, and recorded the fair value of warrants of $24,870 as additional paid-in capital on March 25, 2014 when the option to joint Venture agreement with C.S. Analytics LLC was executed.  Further disclosure is found in Note 9.

On March 25, 2014, the Company entered into a definitive agreement with affiliate Manuel Graiwer and executed a ninety day promissory note relating to a loan in the amount of $60,000 at 6% interest per annum.  This individual became a director of the company and an affiliate on April 30, 2014.  As a consideration of the loan, the Company has issued a three years stock purchase warrant to purchase 550,000 shares of restricted common stock at $0.0091 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.

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Option to Joint Venture agreement with C.S. Analytics LLC

Greenplex' director, Roy Matthew Haskin, is the Managing Member of C.S. Analytics LLC that executed an Option to Enter Into a Joint Venture with Greenplex on March 25, 2014, as described in Note 5.  A second agreement between these parties was executed on January 16, 2015, which is also described in Note 5

Sales and Accounts Receivable - Related Parties

For the year ended November 30, 2014 and the eleven months ended November 30, 2013, Greenplex had sales to 5% related parties in aggregate of $6,770 and $3,990, respectively.

At November 30, 2014 and November 30, 2013, Greenplex had accounts receivable for services to 5% related parties in aggregate of $3,601 and $502, respectively.

Director Independence

Our Board of Directors has determined that neither of our two directors are currently “independent directors” as that term is defined in Rule 4200(a)(15 ) of the Marketplace Rules of the National Association of Securities Dealers.  We are not presently required to have independent directors.  If we ever become a listed issuer whose securities are listed on a national securities exchange or on an automated inter-dealer quotation system of a national securities association, which has independent director requirements, we intend to comply with all applicable requirements relating to director independence.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed by our principal accountant, Li and Company, PC, for audit services rendered during the fiscal years ended November 30, 2014 and 2013, are set forth in the row described as "Audit Fees" in the table below:

Audit Committee’s Pre-Approval Policies and Procedures

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PART IV

ITEM 15.   EXHIBITS