UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


GREEN & QUALITY HOME LIFE, INC. (Exact name of registrant as specified in its charter)


NEVADA

(State or other jurisdiction of incorporation or organization)


3822

(Primary Standard Industrial Classification Code Number)


27-2841739

(I.R.S. Employer Identification Number)


112 North Curry Street, Carson City, Nevada 89703

(775) 321-8289

(Address, including zip code, and telephone number,

including area code, of registrant s principal executive offices)


FABIO ALEXANDRE NARITA

President

GREEN & QUALITY HOME LIFE, INC.

112 North Curry Street

Carson City, Nevada 89703

(775) 321-8289

 (Address, including zip code, and telephone number,

including area code, of agent for service)



As soon as practicable after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)



If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [  ]


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of large accelerated filer, accelerated filer and smaller reporting Company in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ]

Smaller reporting Company [X]

(Do not check if a smaller reporting Company)






Calculation of Registration Fee


Title of Each Class of Securities to be Registered

Amount to be Registered

Proposed Maximum Offering Price Per Unit 1

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee 2






Common Stock by Company

4,500,000


$0.02

$90,000

$6.42



(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

(2) Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o).


The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.




















GREEN & QUALITY HOME LIFE, INC.


4,500,000 SHARES OF COMMON STOCK



Prior to this registration, there has been no public trading market for the common stock of GREEN & QUALITY HOME LIFE, INC.  ( GREEN & QUALITY HOME LIFE ) and it is not presently traded on any market or securities exchange. 4,500,000 shares of common stock are being offered for sale by the Company to the public.


The price per share will be $0.02 for the duration of the offering. The offering will be open for 90 days after this registration statement becomes effective unless extended for an additional period of 90 days by the Company. Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardless of the amount will be available to the Company.  GREEN & QUALITY HOME LIFE will be selling all the shares and will receive all proceeds from the sale. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.


Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 9 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.


This offering is self-underwritten. No underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering. There are no underwriting commissions involved in this offering.


The Company is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered.



The date of this prospectus is August 4, 2010.



The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


















Table of Contents


PART I

7

SUMMARY INFORMATION

7

Summary of the Offering by the Company

7

Summary of Financial Information

8

RISK FACTORS

9

Risks Associated with Our Financial Condition

9

Risks Related to Investing in Our Company

12

Risks Associated with Management and Control Persons

13

Risks Related to Our Securities

14

Risks Related to the Company s Market and Strategy

15

Risks Associated with Our Business Model

16

USE OF PROCEEDS

17

DETERMINATION OF OFFERING PRICE

17

DILUTION

17

PLAN OF DISTRIBUTION

18

DESCRIPTION OF SECURITIES

19

Common Stock

19

Non-cumulative Voting

19

Cash Dividends

20

Anti-Takeover Provisions

20

Stock Transfer Agent

20

INTERESTS OF NAMED EXPERTS AND COUNSEL

20

DESCRIPTION OF BUSINESS

20

Summary

20

Market Opportunity

22

Description of our Products and Services Portfolio

24

Competitive Advantages

25

Marketing

26

Intellectual Property

27

Regulatory Matters

27

Employees and Employment Agreements

27

Environmental Laws

27

AVAILABLE INFORMATION

28

Reports to security holders

28

LEGAL PROCEEDINGS

28

FINANCIAL STATEMENTS

28

MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39

Plan of Operation

39





Results of Operations

41

Capital Resources and Liquidity

41

Off-balance sheet arrangements

42

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL DISCLOSURE 43

DIRECTORS AND EXECUTIVE OFFICERS

43

Identification of directors and executive officers

43

Business Experience

43

Conflicts of Interest

44

EXECUTIVE COMPENSATION

44

Outstanding Equity Awards at Fiscal Year-End

44

Stock Awards Plan

45

Director Compensation

45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

45

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

46

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

47

PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

47

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

47

INDEMNIFICATION OF DIRECTORS AND OFFICERS

47

RECENT SALES OF UNREGISTERED SECURITIES

48

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

48

UNDERTAKINGS

49

SIGNATURES

50









DEALER PROSPECTUS DELIVERY OBLIGATION

Until                          , (90 days after the effective date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.











































PART I

SUMMARY INFORMATION


This summary provides an overview of selected information contained elsewhere in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements contained herein.




Summary Information about GREEN & QUALITY HOME LIFE, INC.



GREEN & QUALITY HOME LIFE, INC. ( GREEN & QUALITY HOME LIFE, we , the Company ) was incorporated in the State of Nevada as a for-profit Company on June 1, 2010 and established a fiscal year end of June 30. We are a development-stage Company that intends to offer a portfolio of products and services, as per example controlling heating, ventilation and air conditioning, to provide solution for every family to automate domestic activities, making them less time consuming, easy to manage and leveraging the quality of life of every member of a family. Moreover, our products and services will contribute to preserve the nature, using the technology to better manage energy, water, wastes, heating, ventilation and air conditioning (HVAC) and our knowledge to design a green project to our customer s house.  


Our business office is located at 112 North Curry Street, Carson City, Nevada, 89703, our telephone number is (775) 321-8289 and our fax number is (775) 345-3250. Our United States and registered statutory office is located at 112 North Curry Street, Carson City, Nevada, 89703, telephone number (775) 882-1013.

As of June 30, 2010, the end of the most recent fiscal year, GREEN & QUALITY HOME LIFE had raised $12,000 through the sale of its common stock. There is $12,000 of cash on hand in the corporate bank account. The Company currently has liabilities of $5,438, represented by expenses accrued during its start-up. In addition, the Company anticipates incurring costs associated with this offering totaling approximately $500. As of the date of this prospectus, we have generated no revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of the Company filed with this prospectus .


Summary of the Offering by the Company


GREEN & QUALITY HOME LIFE has 12,000,000 shares of common stock issued and outstanding and is registering an additional 4,500,000 shares of common stock for offering to the public. The Company may endeavor to sell all 4,500,000 shares of common stock after this registration becomes effective. The price at which the Company offers these shares is fixed at $0.02 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. GREEN & QUALITY HOME LIFE will receive all proceeds from the sale of the common stock.



Securities being offered by the Company, common stock, par value $0.001

4,500,000 shares of common stock are offered by the Company.

Offering price per share by the Company.

A price, if and when the Company sells the shares of common stock, is set at $0.02

Number of shares outstandingbefore the offering of common shares.

12,000,000 common shares are currently issued and outstanding.

Number of shares outstandingafter the offering of common shares.

16,500,000 common shares will be issued and outstanding after this offering is completed.

Minimum number of shares to be sold in this offering

None.

Market for the common shares

There is no public market for the common shares. The price per share is $0.02.


GREEN & QUALITY HOME LIFE may not be able to meet the requirement for a public listing or quotation of its common stock. Further, even if GREEN & QUALITY HOME LIFE s common stock is quoted or granted listing, a market for the common shares may not develop.

Use of proceeds

GREEN & QUALITY HOME LIFE will receive all proceeds from the sale of the common stock. If all 4,500,000 common shares being offered are sold, the total gross proceeds to the Company would be $90,000. The Company intends to use the proceeds from this offering (i) Legal and accounting expenses estimated to cost $3,600, (ii) Transfer Agent & Printing estimated to cost $1,500, (iii) Market analysis for home automation estimated to be $7,000, (iv) Legal and Regulation Research estimated in $3,000; (v) Development of the Marketing Plan estimated to be $3,500; (vi) Development of  the Sales Plan estimated to be $3,000 (vii) Development of the product portfolio concept estimated to cost $4,500; (viii) Development of the services portfolio concept estimated to be $3,000; (ix) Development of prototypes and tests of products and services estimated to be $ 7,000; (x) Development of the Implementation Plan estimated to be $5,000; (xi) Developing the Green and Quality of Life Series Software/ Website pilot estimated to cost $45,000; (xii) Stationery & copy estimated in $ 3,900. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $500 are being paid for by GREEN & QUALITY HOME LIFE.

Termination of the offering

The offering will conclude when all 4,500,000 shares of common stock have been sold, or 90 days after this registration statement becomes effective with the Securities and Exchange Commission. GREEN & QUALITY HOME LIFE may at its discretion extend the offering for an additional 90 days.

Terms of the offering

The Company s president and sole director will sell the common stock upon effectiveness of this registration statement.



You should rely only upon the information contained in this prospectus. GREEN & QUALITY HOME LIFE has not authorized anyone to provide you with information different from that which is contained in this prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted. The information contained in here is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock.


Summary of Financial Information  


The following summary financial information for the periods stated summarizes certain information from our financial statements included elsewhere in this prospectus. You should read this information in conjunction with Management's Plan of Operations, the financial statements and the related notes thereto included elsewhere in this prospectus.






Balance Sheet

As of June 30, 2010

Total Assets

$12,000

Total Liabilities

$5,438

Shareholder s Equity

$6,562

*See balance sheets in the financial statement


Operating Data


June 1, 2010 (inception) through June 30, 2010

Revenue

$0.00

Net Loss

(5,438)

Net Loss Per Share

$0.00


As shown in the financial statements accompanying this prospectus, GREEN & QUALITY HOME LIFE has had no revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a going concern opinion from their accountants, based upon the Company s reliance upon the sale of our common stock as the sole source of funds for our future operations.

RISK FACTORS

Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock.

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

The Company considers the following to be the most significant material risks to an investor regarding this offering. GREEN & QUALITY HOME LIFE should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.



Risks Associated with Our Financial Condition

IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT

Because our officers may be unwilling or unable to loan or advance any additional capital to GREEN & QUALITY HOME LIFE, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plans. Due to the fact that there is no minimum and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment.


Besides, if we are not successful in earning revenues once we have started our sales activities, we may require additional financing to sustain business operations. Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the Company s ability to attract customers. These factors may have an effect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us.


No assurance can be given that the Company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and upon its financial conditions.


SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY

The Company anticipates increases in its operating expenses, without realizing any revenues from its business activities. Within the next 18 months, the Company will have estimated costs related to:

[GREENQUALITYHOMELIFE_S1V9002.GIF]

There is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our products will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.

Risks Related To This Offering

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES

A market for our common stock may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the bulletin board, or, if traded, a public market may not materialize. If our common stock is not traded on the bulletin board or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.


INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT

A purchase of the offered shares is highly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of their entire investment. The business objectives of the company are also speculative, and it is possible that we could be unable to satisfy them. The company s shareholders may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.


BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS

The offering price and other terms and conditions regarding the company s shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

The arbitrary offering price of $0.02 per common share as determined herein is substantially higher than the net tangible book value per share of our common stock. GREEN & QUALITY HOME LIFE s assets do not substantiate a share price of $0.02. This premium in share price applies to the terms of this offering and does not attempt to reflect any forward looking share price subsequent to the company obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin Board.


THE COMPANY S MANAGEMENT COULD ISSUE ADDITIONAL SHARES, SINCE THE COMPANY HAS 75,000,000 AUTHORIZED SHARES, DILLUTING THE CURRENT SHARE HOLDERS EQUITY

The company has 75,000,000 authorized shares, of which only 12,000,000 are currently issued and outstanding and only 16,500,000 will be issued and outstanding after this offering terminates. The company s management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the company s current shareholders. Additionally, large share issuances would generally have a negative impact on the company s share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.


AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTORS' SUBSCRIPTIONS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT

Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection, or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors.


WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE

We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business.



BECAUSE WE WILL BE SUBJECT TO THE PENNY STOCK RULES ONCE OUR SHARES ARE QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD, THE LEVEL OF TRADING ACTIVITIY IN OUR STOCK MAY BE REDUCED

Broker-dealer practices in connection with transactions in penny stocks are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some 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 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. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.


SINCE OUR COMPANY S SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HER DECISIONS ARE CONTRARY TO THEIR INTERESTS

The Company s sole officer and director, Mr. Narita, owns 100% of the outstanding shares and will own 72.7% after this offering is completed. Accordingly, he will have an overwhelming influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of Mr. Narita may still differ from the interests of the other stockholders.

Factors that could cause his interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to the Company.

All decisions regarding the management of the Company s affairs will be made exclusively by our sole officer and director. Purchasers of the offered shares may not participate in the management of the Company and therefore, are dependent upon his management abilities. The only assurance that the shareholders of the Company, including purchasers of the offered shares, have that the Company s sole officer and director will not abuse his discretion in executing the Company s business affairs, is his fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the sole officer and director, or his successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business abilities of the Company s management.


Risks Related to Investing in Our Company

THIS OFFERING IS AIMING TO RAISE $90,000 WITH WHICH WE BELIEVE IS THE AMOUNT TO START OUR OPERATION UNTIL THE COMPANY BEGINS TO GENERATE REVENUE OR ACQUIRE FINANCING RESOURCES. EVEN IF WE SUCCEED TO RAISE THIS ENTIRE AMOUNT, FAILING TO MANAGE IT PROPERLY OR IF IT IS NOT ENOUGH UNTIL THE COMPANY CAN OPERATE BY ITSELF MAY RESULT IN PERIODIC INTERRUPTIONS OR BUSINESS FAILURE

The amount of $90,000 was estimate (see section Plan of Operation on page 38) using our best efforts and information available in order to create the condition to start the operation of the Company. In the case of our estimation fails, we will need to look for more financial resources. If we cannot raise more investments to fund the start of our operation, we may be forced to periodically interrupt our activities or even stop it at all.

Even if all the $90,000 is raised, the success to start our operation will depend on our ability to manage and perform all the planned actions within this budget and the planned time. Considering that Company s sole officer and director does not have enough experience in the home automation market and in managing a company like Green & Quality Home Life, there is a great chance that what was planned cannot be fully accomplished. Consequently, it may lead to the need to acquire more investments or even better qualified personnel to perform the actions. If we cannot raise more funds or hire the required professionals, we may be forced to periodically interrupt our activities or even stop it at all.

For this reason, each prospective purchaser of the offered shares could lose a substantial amount, or all, of his or her investment.


IN THE CASE IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS

In the event of the dissolution of the company, the proceeds realized from the liquidation of its assets, if any, will be distributed to the shareholders only after the claims of the company s creditors are satisfied. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.


WE LACK AN OPERATING HISTORY AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN SUSPENSION OR END OF OUR OPERATIONS

We were incorporated on June 1, 2010 and we have not realized any revenues. We have very little operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering, our ability to attract customers and to generate revenues through our sales.

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.


OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our products; fluctuations in demand; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, infrastructure and general economic conditions.

If realized, any of these risks could have a material adverse effect on our business, financial condition and operating results.


BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN AND SALES STRATEGY MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS AND PARTNERS TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS

Due to the fact we are small and do not have much capital, we must limit our marketing and sales activities and may not be able to make our portfolio of products and services known to potential customers and partners. Because we will be limiting our marketing and sales activities, we may not be able to attract enough customers and partners to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.


Risks Associated with Management and Control Persons

AS THE COMPANY S SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES, HE MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR BUSINESS FAILURE

Mr. Narita, our sole officer and director, has other business interests and currently devotes approximately 15-20 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Mr. Narita, which may result in periodic interruptions or suspensions of our business plan. If the demands of the Company s business require the full business time of our sole officer and director, he is prepared to adjust his timetable to devote more time to the Company s business. However, he may not be able to devote sufficient time to the management of the Company s business, which may result in periodic interruptions in implementing the Company s plans in a timely manner. Such delays could have a significant negative effect on the success of the business.

 

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS

The Company is entirely dependent on the efforts of its sole officer and director. His departure or the loss of any other key personnel in the future could have a material adverse effect on the business. The Company believes that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service. However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. The Company does not maintain key person life insurance on its sole officer and director.


IT MAY BE IMPOSSIBLE TO HIRE ADDITIONAL EXPERIENCED PROFESSIONALS, IF NECESSARY, AND WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS

Since our management does not have prior experience in the home automation market, we may need to hire additional experienced personnel to assist us with the operations. If we need the additional experienced personnel and we cannot hire them, we could fail in our plan of operations and have to suspend operations or cease them entirely.


BECAUSE OUR MANAGEMENT IS INEXPERIENCED IN OPERATING GREEN & QUALITY HOME LIFE s BUSINESS, OUR BUSINESS PLAN MAY FAIL

Our management does not have any specific training in running a home automation business. With no direct training or experience in this area, our management may not be fully aware of many of the specific requirements related to working within this industry. As a result, our management may lack certain skills that are advantageous in managing our company. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management s lack of experience in this industry.


Risks Related to Our Securities

IF OUR STOCK IS QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD OR TRADED AND A PUBLIC MARKET FOR OUR COMMON STOCK DEVELOPS, SHORT SELLING COULD INCREASE THE VOLATILITY OF OUR STOCK PRICE.

Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at a lower price, to cover the sale.

Significant amounts of short selling, or the perception that a significant amount of short sales could occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on over-the-counter bulletin board or any other available markets or exchanges. Such short selling if it were to occur could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.



Risks Related to the Company s Market and Strategy

THE COMBINATION OF HOME AUTOMATION AND GREEN INDUSTRY MAY NOT COMPOSE A MARKET BIG AND ATTRACTIVE ENOUGH TO SUSTAIN A PROFITABLE BUSINESS

The Company s target market is composed by the combination of Home Automation and Green industry, which is a recent and a new approach to sell products and services related to heating, ventilation, air conditioning and energy management.

Although home automation industry is not a recent market and green awareness is growing in importance in nowadays lives, more research is needed to clarify if this new segment would have the size and would generate enough revenue to sustain a profitable business.

Moreover, a deeper analysis it is also needed to verify the power of the entry of new competitors, the intensity of competitive rivalry and the threat of substitute products or services. The ability of GREEN & QUALITY HOME LIFE to manage and compete in such environment is vital to establish a health and profitable business.

Even investing in market research, we only may be able to determine if the target market is sustainable for a business long before reasonable resources and funds had already been spent. If the target market does not prove to be big, attractive and profitable enough to sustain a business and the Company does not have the ability to establish itself considering the competitive environment, we may not be able to initiate our business. This may result in the loss of your entire investment.


SINCE WE ARE A NEW COMPANY AND LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT

GREEN & QUALITY HOME LIFE is a development stage company formed recently to carry out the activities described in this prospectus and thus has only a limited operating history upon which an evaluation of its prospects can be made. We were incorporated on June 1, 2010 and to date we have been involved primarily in the creation of our business plan and we have transacted no business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate the company s planned operating expenses.


The company expects that its results of operations may also fluctuate significantly in the future as a result of a variety of market factors, including, among others, the dominance of other companies offering similar services and products, the entry of new competitors into the home automation industry, our ability to attract, retain and motivate qualified personnel, the initiation, renewal or expiration of our customer base, pricing changes by the company or its competitors, specific economic conditions in the home automation industry and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.


WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS AND SERVICES OR ESTABLISH A SIGNIFICANT MARKET PRESENCE

The company s growth strategy is substantially dependent upon its ability to market its services and products successfully to prospective clients. However, its services and products may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of the company s services and products to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations.


IF WE ARE UNABLE TO CONTINUALLY DEVELOP OUR PRODUCTS AND SERVICES, OUR BUSINESS WILL FAIL

If we are unable to continually develop our services and products in order to keep up with the possible changes within our industry and fulfill what is required by our target market, we will not be able to be competitive and our business will fail. There can be no assurance that we will be successful in these possible changes, in capturing the customer s needs and maintain a competitive position in the market.


Risks Associated with Our Business Model

OUR BUSINESS MODEL CONSIDERS THE OFFERING OF MANAGED SERVICES AS THE MAIN SOURCE OF OUR REVENUE. IF THIS APPROACH IS NOT WIDELY ACCEPTED BY OUR MARKET, IT MAY RESULT IN A HIGH LOSS OF REVENUE AND PROFIT SOURCE.

Our strategy to differentiate from the competition and get higher margin in our products and services is to focus on the offering of managed services. Bearing this in mind, our software development and our portfolio structure is being planned to be prepared to support the offering as a managed services model.

If this strategy proves to be wrong, having low acceptance by our target market, reasonable resources and funds would be already spent and an important revenue source would not be created, resulting in a loss of reasonable profit source to our business. This may result in a significant impact in the GREEN & QUALITY HOME LIFE s health and ability to proceed in business, ultimately causing the end of the company and the entire loss of your investment.


OUR LENGHTHY SALES CYCLE MAY VARY FROM SIX TO EIGHTEEN MONTHS OR MORE, MAKING IT HARD TO PREDICT. THEREFORE, IT MAY BE DIFFICULT TO FORECAST REVENUE AND MAY INCREASE THE VARIABILITY OF QUARTERLY REPORTS WHICH COULD RESULT IN THE FLUCTUATION OF STOCK PRICE.

The shortest sales cycle, estimate in six months, can occur when a customer has already a home and has already set his mind that home automation brings quality, comfort and high value to his life, levering also the environment protection. However, this kind of situation may happen rarely once we do not have enough information of how many people have already a mindset for home automation and green awareness.

The longest sales cycle, higher than six months, occurs when a customer is planning to build an automated home and starts to choose and design the system which he will need. Therefore, the sale will only occur after the construction of the house, when the products can be installed.

The difficulty in forecast revenue due to the variability of our sales cycle may reflect in the numbers in our reports, which may vary from quarter to quarter. This can lead to stock price fluctuation.


BECAUSE WE ARE NOT ESTABLISHED, OUR PRODUCTS,  SERVICES AND NAME HAVE LITTLE, IF ANY, NAME RECOGNITION, WE MAY BE PREVENTED FROM GENERATING REVENUES, WHICH WILL REDUCE THE VALUE OF YOUR INVESTMENT  

Because we are a new company with new services and products and we have not conducted advertising, there is little or no recognition of our name. As a result, consumers may search services and products other than ours that have brand recognition in the market and we may be unable to generate sufficient revenues to meet our expenses or meet our business plan objectives, which will reduce the value of your investment.


THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COST

Because we are a small business, with limited assets, we are not able to assume significant additional costs to operate. If we are unable to make any necessary change in the company structure, do the proper negotiations with the suppliers or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease them entirely which could result in a total loss of your investment.








USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company.

[GREENQUALITYHOMELIFE_S1V9004.GIF]

The above figures represent only estimated costs.


DETERMINATION OF OFFERING PRICE


As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by GREEN & QUALITY HOME LIFE and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.


DILUTION


The price of the current offering is fixed at $0.02 per share. This price is significantly greater than the price paid by the Company s sole officer and director for common equity since the Company s inception on June 1, 2010. The Company s sole officer and director paid $0.001 per share, a difference of $0.019 per share lower than the share price in this offering.


Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.



Existing Stockholders if all of the Shares are Sold

Price per share

$

0.02

Net tangible book value per share before offering

$

-0.001

Potential gain to existing shareholders

$

90,000

Net tangible book value per share after offering

$

0.0043

Increase to present stockholders in net tangible book value per share after offering

$

0.0053

Capital contributions

$

90,000

Number of shares outstanding before the offering


12,000,000

Number of shares after offering held by existing stockholders


12,000,000

Percentage of ownership after offering


72.7%


Purchasers of Shares in this Offering if all Shares Sold

Price per share

$

0.02

Dilution per share

$

0.016

Capital contributions

$

90,000

Percentage of capital contributions


88.2%

Number of shares after offering held by public investors


4,500,000

Percentage of ownership after offering


27.3%


Purchasers of Shares in this Offering if 75% of Shares Sold

Price per share

$

0.02

Dilution per share

$

0.017

Capital contributions

$

67,500

Percentage of capital contributions


84.9%

Number of shares after offering held by public investors


3,375,000

Percentage of ownership after offering


22.0%


Purchasers of Shares in this Offering if 50% of Shares Sold

Price per share

$

0.02

Dilution per share

$

0.018

Capital contributions

$

45,000

Percentage of capital contributions


 78.9%

Number of shares after offering held by public investors


2,250,000

Percentage of ownership after offering


15.8%


Purchasers of Shares in this Offering if 25% of Shares Sold

Price per share

$

0.02

Dilution per share

$

0.020

Capital contributions

$

22,500

Percentage of capital contributions


65.2%

Number of shares after offering held by public investors


1,125,000

Percentage of ownership after offering


8.6%


PLAN OF DISTRIBUTION


12,000,000 common shares are issued and outstanding as of the date of this prospectus. The Company is registering an additional of 4,500,000 shares of its common stock for possible resale at the price of $0.02 per share. There is no arrangement to address the possible effect of the offerings on the price of the stock.  


In connection with the Company s selling efforts in the offering, Mr. Narita will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the safe harbor provisions of Rule 3a4-1 under the Exchange Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer s securities. Mr. Narita is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Narita will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Narita is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Narita will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Narita will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

 

GREEN & QUALITY HOME LIFE will receive all proceeds from the sale of those shares. The price per share is fixed at $0.02 for the duration of this offering. Although our common stock is not listed on a public exchange, we intend to seek quotation on the Over The Counter Bulletin Board (OTCBB). In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.02 until a market develops for the stock.


The Company's shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.02 per share.


In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which GREEN & QUALITY HOME LIFE has complied.


In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.


GREEN & QUALITY HOME LIFE will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).


DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

·

have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;

·

are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·

do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights;

·

and are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.


We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.


Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 72.7% of our outstanding shares.


Cash Dividends

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings in our business operations.


Anti-Takeover Provisions

Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.


Stock Transfer Agent

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, GREEN & QUALITY HOME LIFE will act as its own transfer agent.


INTERESTS OF NAMED EXPERTS AND COUNSEL


No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee. 


The financial statements included in this prospectus and the registration statement have been audited by De Joya Griffith & Company, LLC, 2580 Anthem Village Drive, Henderson, Nevada 89052, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. The financial statements are included in reliance on such report given upon the authority of said firm as experts in auditing and accounting. 


Law Offices of Thomas E. Puzzo, PLLC, 4216 NE 70TH Street, Seattle, Washington 98115, our independent legal counsel, has provided an opinion on the validity of our common stock.



DESCRIPTION OF BUSINESS

Summary


On June 1, 2010, Mr. Fabio Alexandre Narita, president and sole director, incorporated the Company in the State of Nevada and established a fiscal year end of June 30. The objective of this corporation is to enter into the home automation industry.


We are living in a time when environmental awareness is more widespread than ever, touching individuals, companies and governments all over the planet. It brings to everyone the responsibility and also the power to help to preserve natural resources and ultimately all kind of lives.


One way individuals can contribute to the environment is managing how their houses interact with it. The concept of a green home helps to bring some answers and solutions to handle with this matter. According to the website greenhomeguide.com, part of U.S. Green Building Council, a green home is designed to have a positive impact on energy efficiency, environmental performance and human well being.


Home automation technology can be a solution to individuals contribute with the planet and, at the same time, increase their quality of life and safety in their homes. The declining cost and complexity of the technology involved in home automation make it more viable and affordable than before to more people.


Therefore, Green & Quality Home Life believes this is a profitable market with great opportunities to sell home automation products and services, as can be seen below in the section Market Opportunity .


Green & Quality Home Life s vision: Quality of life is all about balance between human beings and nature and it is achieved via applying technology and environment knowledge.


Green & Quality Home Life s mission: to contribute to make a world a better place to live by developing solutions to increase the human beings quality of life and at the same time which lead to nature s preservation and development.

 

Green & Quality Home Life will offer a portfolio of products and services to provide solutionS for every family to automate domestic activities, making them less time consuming, easy to manage and leveraging the quality of life of every member of a family. Moreover, our products and services will contribute to preserve the nature, using the technology to better manage energy, water, wastes, heating, ventilation and air conditioning (HVAC) and our knowledge to design a green project to our customer s house. Some examples of what can be done via our solutions:


·

HVAC Management: controlling heating, ventilation and air conditioning in order to have the temperature desired at minimum energy consumption.

·

Security Management: via audio and visual monitoring, access control.

·

Domestic task automation: automatic pet food feeder, electric timer candles, ceiling fan, towel warmer in the bathroom, heater on the roof against snow accumulation are some solutions to help automating nowadays domestic tasks. Other examples: in the yard it can be installed sprinklers for irrigation that turn on only when it is not raining; vacuum cleaner and grass cutter domestic robots will be an option too; with a remote control (voice operated remote control) it will be able to adjust temperatures, prepare the bath from the bed or by cell phone even away from home.

·

Energy saving management: monitoring all the other systems consumptions, including lighting and domestic task systems.


There are both environmental and financial benefits of our solutions:

·

Lowering maintaining costs and increasing asset value.

·

Reducing of the consumption of energy and water.

·

Protecting natural resources by using recycled material and lowering the usage of no renewable resources.

·

Reducing harmful greenhouse gas emissions.

·

Qualifying for tax rebates, zoning allowances, and other incentives in hundreds of cities.

·

Demonstrating a person's commitment to environmental stewardship and social responsibility.


Our business office is located at 112 North Curry Street, Carson City, Nevada, 89703; our telephone number is (775) 321-8289 and our fax number is (775) 345-3250. Our United States and registered statutory office is located at 112 North Curry Street, Carson City, Nevada, 89703, telephone number (775) 882-1013.


The Company has not yet implemented its business model and to date has generated no revenues.


GREEN & QUALITY HOME LIFE has no plans to change its business activities or to combine with another business and is not aware of any circumstances or events that might cause this plan to change.


Market Opportunity


Based on various articles, news and researches, we concluded the Home Automation Market will grow up in the following 5 years.


We believe that the conditions of the market are favorable to home automation, mainly if added with environmental approach, once:

·

Home automation market has a great potential and it is a growing business, as can be seen in the initial studies below in this section.

·

Technology cost related to home automation is lowering.

·

Environmental awareness is growing and it is an important matter to the society in general.

·

Quality of life concerning the individual, family, society and the whole environment is becoming one of the top priorities.


Taking into account information from a research of U.S. Market for Automation Security and Technology, Home Automation Industry is projected to be a $8.1 billion in 2014, with a compound annual growth rate ( CAGR) of 26.5%, which is a high rate even if it is compared with other segments in the technology industry (such as US games consoles market which has a CAGR of 20.5%).


According to a new market research report Home Automation Security and Technologies, Products and Markets, the U.S. market for home automation and security technologies generated $2.3 billion in 2008 and an estimated $2.5 billion in 2009. This will increase to $8.1 billion in 2014, for a compound annual growth rate (CAGR) of 26.5%.


The market is broken down into segments of lighting, home entertainment and security, and heating, ventilation and air conditioning (HVAC) and energy management. The lighting, home entertainment and security segment has the largest share of the market, worth an estimated $1.3 billion in 2009. This is expected to reach $2.6 billion in 2014, for a CAGR of 14.1%.

 

The HVAC and energy management segment currently has the second largest share of the market currently, worth $998.3 million in 2008 and an estimated $1.1 billion in 2009. This should increase at a CAGR of 36.6% to reach $5.5 billion in 2014.

Source: http://www.electronics.ca - U.S. Market for Home Automation Security and Technologies worth $8.1 Billion in 2014


[GREENQUALITYHOMELIFE_S1V9006.GIF]


Still considering this same research, the Home Automation Industry can be divided in two segments: A) Lighting, home entertainment and security and B) Heating, ventilation, air conditioning ( HVAC ) and energy management.

[GREENQUALITYHOMELIFE_S1V9008.GIF]


[GREENQUALITYHOMELIFE_S1V9010.GIF]


Considering theses two pie charts, the segment B is the one which represents the higher potential in this market, with a CAGR of 36.6% until 2014.


Therefore, the segment of HVAC & Energy Management will be the focus which Green & Quality Home Life will center his portfolio. Our strategy is to enter via this segment which has room to develop new products and services and it appears to not have big companies, showing a minor barrier for entrance of new ones. Besides, it is linked directly to our mission, once solutions for this segment help to improve quality of life and environmental preservation.


The target market consists in:

·

Families with earnings starting from $80,000.00/year they represent 21.29% of the population, shown in the graphic below once this type of products and services is meant mainly to middle and upper classes;

·

Geographical segmentation: starting from the northeast region, which has the highest income per family member, according to the U.S. Census Bureau, Current Population Survey, 2009 Annual Social and Economic Supplement, shown in the table below;

·

Profile: further research is needed to define the characteristics of this market. Families that stay most of time out of home may consider automation a great investment and elderly people also can find in our products and services a way to improve quality and security in their lives. A possible high potential market for our products and services is new residential buildings and condominiums, where they can be integrated to them and shown as a differentiator from other regular ones.  



[GREENQUALITYHOMELIFE_S1V9011.JPG]


This graph shows the percentage of the population per income groups $10,000 increments apart, except for the furthest two right columns which are separated by increments of $50,000

Source: http://en.wikipedia.org/wiki/Household_income_in_the_United_States


[GREENQUALITYHOMELIFE_S1V9013.GIF]

Source: http://www.census.gov/hhes/www/cpstables/032009/faminc/new01_001.htm


According to the article Number of Home Automation Systems to Hit 4 Million in 2013 ( http://www.cepro.com/article/number_of_home_automation_systems_to_hit_4_million_in_2013/ ) home automation market is expected to grow more than 50 times its current size, reaching more than 4 million of home automation systems in 2013.


The growth is attributed to new approaches:

·

"Mainstream" systems based on standardized technologies and packaged components

·

Home automation as a managed service offered through a broadband or wireless service provider


Also, the study says significant growth will be driven by broadband and telecom service providers that start to offer managed services, which provide functionality and remote monitoring via a computer or smartphone, as part of "quintuple play" bundles.


Description of our Products and Services Portfolio


According to our initial studies and analysis, we are planning to develop our portfolio based on software, once there are a great set of gadgets, sensors, systems and hardware already in the market. The objective is to take advantage of the best products in the market to integrate them to our system, so our company can differ from the other competitors. Only if through our market analysis we detect a need which is not yet fulfilled, we will consider the development of line of products based on hardware.


Product portfolio: will be based on the development of systems to manage different products, ours and from third-parties, integrating them to deliver a green and quality environment to a home.


·

Green Series (GS):

o

Efficiency Management (EM@GS): manages and controls the home environment to minimize energy and gas wasting by promoting a rational and reduced consumption, at the same time taking care of the house s comfort. By a setting of light sensors and behavior analysis, EM@GS provides light at the right spot and at the right intensity. Temperature and load control modules are also managed by EM@GS in order to a home have the heating, air conditioning and water heaters functions only when they are needed.

o

Water Management (WM@GS): for one of the most important nature resources, we will develop a system focused in managing the water consumption, aiming to rationalize and minimize the waste of it in a house. By using intelligent faucets and flushes, it is possible to minimize water consumption. The system will manage also the reutilization of the water from many sources within a house, from the rain so it is possible to reuse it in the sprinklers in the gardens for example.


·

Quality of Life Series (QoL)

o

House Management (HM@QoL): makes easier tasks like prepare a hot bath at a tub, turns lights on or off, or even create different environment (with dimmers). By voice commands, it is possible to make a call, hear message from an answering machine and set a program in the software. HM@QoL can also connect to a fridge or a tablet PC to keep a shop list up to date and, by programming, can send the list to a determined website to order it. If there is a robot to sweep the floor or to cut the grass, HM@QoL can manage it to do its job at a certain periodicity.

o

Security Management (SM@QoL): controls all the sensor and equipments related to home security: fire systems, intrusion detection, smoke and fire, carbon monoxide and other hazards. Video surveillance and recording are also features of the system which can be viewed via PC, PDA or cell phone. Biometric control access can be also integrated in the system, managing the time of closing doors, people permission to the house and remote management via internet or cell phone. This system will be developed as a second step, once the initial focus and market will be the HVAC and Energy Management, but Security segment is also planned as a natural evolution of the product portfolio.


Service Portfolio: the aim is to supply a complete portfolio of services in order to install, maintain, operate and customize according to what is desired and what suits best to our customers.


·

Lifecycle Services: installation and maintaining of all the products of GREEN & QUALITY HOME LIFE, performed by a certified technical team from Green & Quality Home Life or a partner.

·

Professional Services: a high qualified technical team is ready to help a customer to perform a detailed and tailored program of all our systems, resulting in an environment just suitable to his needs.

·

Managed Services: all the systems can be monitored and managed by our operation team, 24x7, leaving all the programming and handling of the systems to an experienced and well trained team. Analysis and pro-active actions will be performed whenever is needed to aim comfort, security and efficiency, resulting in the right operation of all system in a house. Monthly reports will be sent concerning consumptions and efficiency management, the actions taken, results obtained and historical performance, allowing the customers to follow the development of their automated home.


Green & Quality Home Life is currently in the process of developing the concepts of their products and services. More research in market analysis to determine the right target to focus on is required to better understand the needs and determine the features and solutions to fulfill them.

Competitive Advantages


Green & Quality Home Life has a strong and appealing foundation: green and quality of life awareness, other than only technology which most of the companies lay their strategy.


One important action which will help us to differ from our competitors is to be aligned with organizations which promote green technology use in homes, such as the U.S. Green Building Council (USGBC), which is a non-profit organization committed to a prosperous and sustainable future for U.S. through cost-efficient and energy-saving green buildings. ( http://www.usgbc.org/ )


Bearing this in mind, all projects related to the use of our portfolio will be compliant with the certification from USGBC called LEED for Homes.


LEED for Homes is a voluntary rating system that promotes the design and construction of high-performance green homes, including affordable housing, mass-production homes, custom designs, stand-alone single-family homes, duplexes and townhouses, suburban and urban apartments and condominiums and lofts in historic buildings.

Source: http://greenhomeguide.com/program/leed-for-homes


Being compliant with LEED for Homes will help to assure to our customers that Green & Quality Home Life solutions deliver a real benefit to the environment and, moreover, that the company is aligned with the best practices in the market concerning green and quality of life awareness.


Besides, Green & Quality Home Life will base the development of our whole portfolio of products and services on:

·

Best cost-benefit ratio: affordable price aligned with best in class technology, not forgetting to be accessible also to middle-class families.

·

Fulfillment of real green and quality of life needs: customized systems according to what is needed and expected from our customers.

·

Creative to bring the best solutions to the environment.

·

User friendly interface: systems easy to install, handle, program, operate and maintain.

·

Open source: easy to integrate with other third-parties solutions.



Marketing

The marketing strategy aims for:

·

Getting our target market to know what differ Green & Quality Home Life from the other home automation companies, via emphasizing that we are a company which deliver not only technology but helps our customers to get a better quality of life and preserve the resources of our planet.

·

Spreading our concept of green and quality of life usage of the home automation technology.


The major focus in marketing will be specialized magazines and websites in home automation and green buildings, such as:

·

http://www.electronichouse.com/

·

Wired Magazine: http://www.wired.com

·

PC Magazine: http://www.pcmag.com/

·

Home Energy Magazine: http://www.homeenergy.org/

·

Green Builder Magazine: http://www.greenbuildermag.com/

·

Green Home Builder Magazine: http://www.greenhomebuildermag.com/

·

Natural Home Magazine: http://www.naturalhomemagazine.com/

·

Eco Home Magazine: http://www.ecohomemagazine.com/


Through these Medias, we will advertise our solutions and participate via specialized publications and articles written by our engineers and experts. We expect they will bring not only attention to our company but also to the concept of using technology to improve quality of life at the time it helps to preserve the nature.


Showrooms will be used in order to the customers get a real experience of what is a green automated house. The idea is to have showrooms in our own branches but also make partnership with home improvement specialty retailer, such as Home Depot or Ikea for instance.


It is also in our plan to sponsor events, workshops and forums related to green awareness, home automation and quality of life, for the purpose to create awareness and expose of Green & Quality Home Life s company, solutions and concepts.


Green & Quality Home Life plans to register the www.greenqualiyhomelife.com website on as many Internet search engines as is practical. Green & Quality Home Life will focus on Google and Yahoo search engine once many other search engines use them as a primary source for their search results.


Green & Quality Home Life is currently in the process of developing the concepts of their products and services. More research in market analysis to determine the right target to focus on is needed to better understand the needs and determine the features to fulfill them.


It is important to note that Green & Quality Home Life has not yet fully developed their portfolio of products and services and there can be no assurance that Green & Quality Home Life will be able to implement any marketing campaigns and strategies successfully.

 

Intellectual Property


We intend, in due course, subject to legal advice, to apply for trademark protection and/or copyright protection in the United States, Canada, and other jurisdictions.


We intend to aggressively assert our rights trademark and copyright laws to protect our intellectual property, including product design, product research and concepts and recognized trademarks. These rights are protected through the acquisition of trademark registrations, the maintenance of copyrights, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.


While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our Company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

 

Regulatory Matters


We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the home automation industry. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product and services, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.


Employees and Employment Agreements


As the date of this prospectus, GREEN & QUALITY HOME LIFE has no permanent staff other than its sole officer and director, Mr. Fabio Alexandre Narita, who is the President and Chairman of the Company. Mr. Narita is employed elsewhere and has the flexibility to work on GREEN & QUALITY HOME LIFE up to 15 to 20 hours per week. He is prepared to devote more time to our operations as may be required. He is not being paid at present.


There are no employment agreements in existence. The Company presently does not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt plans in the future. Management does not plan to hire additional employees at this time. Our sole officer and director will be responsible for the initial servicing. Once the Company begins to develop its software and internet website, it will hire an independent consultant to build them. The Company also intends to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.


Environmental Laws


We have not incurred and do not anticipate incurring any expenses associated with environmental laws.


AVAILABLE INFORMATION

 

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our Company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

 

We are also subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC s Internet website at http://www.sec.gov.

 

Reports to security holders


After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 13 (a) or 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC s Public Reference Room or visiting the SEC s Internet website (see Available Information above).

LEGAL PROCEEDINGS


There are no legal proceedings pending or threatened against us.


FINANCIAL STATEMENTS


Our fiscal year end is June 30. We will provide audited financial statements to our stockholders on an annual basis; as prepared by an Independent Certified Public Accountant.



GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)


FINANCIAL STATEMENTS


JUNE 30, 2010



















REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM


BALANCE SHEET


STATEMENT OF OPERATIONS


STATEMENT OF STOCKHOLDER S EQUITY


STATEMENT OF CASH FLOWS


NOTES TO FINANCIAL STATEMENTS

















De Joya Griffith & Company, LLC


CERTIFIED PUBLIC ACCO UNTANTS & CONSULTANTS





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Green & Quality Home Life, Inc.

Las Vegas, Nevada


We have audited the accompanying balance sheet of Green & Quality Home Life Inc. (A Development Stage Company) as of June 30, 2010 and the related statements of operations, stockholder s equity and cash flows from inception (June 1, 2010) through June 30, 2010. 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 audit.


We conducted our audit 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Green & Quality Home Life, Inc. (A Development Stage Company) as of June 30, 2010 and the results of its operations and cash flows from inception (June 1, 2010) through June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




/s/ De Joya Griffith & Company, LLC

Henderson, Nevada

July 15, 2010




2580 Anthem Village Dr., Henderson, NV  89052

Telephone (702) 563-1600  Facsimile (702) 920-8049


GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)


BALANCE SHEET


(Audited)




June 30, 2010

(Audited)



ASSETS




CURRENT ASSETS


Cash

$ 12,000

TOTAL CURRENT ASSETS

 12,000



TOTAL ASSETS

$              12,000



LIABILITIES AND STOCKHOLDER S EQUITY




CURRENT LIABILITIES


Accounts payable and accrued liabilities

$ 4,000

Due to related party

 1,438

Total current liabilities

 5,438



TOTAL LIABILITIES

                  5,438



STOCKHOLDER S EQUITY


Capital stock (Note 3)


Authorized


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


Issued and outstanding


12,000,000 shares of common stock

 12,000

Deficit accumulated during the development stage

 (5,438)

Total stockholder s equity

 6,562

TOTAL LIABILITIES AND STOCKHOLDER S EQUITY

$ 12,000








The accompanying notes are an integral part of these financial statements







GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)


STATEMENT OF OPERATIONS


(Audited)



For the Period From

Inception (June 1, 2010) to

June 30, 2010





EXPENSES




Office and general

$ (1,438)

Professional fees

 (4,000)



NET LOSS

$ (5,438)



BASIC LOSS PER COMMON SHARE


$ 0.00



WEIGHTED AVERAGE NUMBER OF BASIC COMMON SHARES OUTSTANDING



       3,724,138























The accompanying notes are an integral part of these financial statements

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)


STATEMENT OF STOCKHOLDER S EQUITY


From inception (June 1, 2010) to June 30, 2010    





Common Stock


Deficit Accumulated During the Exploration Stage

Total


Number of shares

Amount



Balance, Inception (June 1, 2010)

-

$        -

$        -

$         -

Common stock issued for cash

12,000,000

 12,000

           -

          12,000







Net loss


-


         -


   (5,438)


     (5,438)






Balance, June 30, 2010 (audited)

 12,000,000

$ 12,000

 $      (5,438)

 $       6,562












































The accompanying notes are an integral part of these financial statements

GREEN & QUALITY HOME LIFE, INC.

(A Development Stage Company)


STATEMENT OF CASH FLOWS

(Audited)





From inception

(June 1, 2010)  to

June 30, 2010



 



 

CASH FLOWS FROM OPERATING ACTIVITIES


 

Net loss

$  (5,438)

 

Adjustment to reconcile net loss to net cash used in

operating activities


 

Increase in accounts payable and accrued liabilities

4,000

 



 

NET CASH PROVIDED BY USED IN OPERATING ACTIVITIES

(1,438)

 



 

CASH FLOWS FROM FINANCING ACTIVITIES


 

Proceeds from sale of common stock

12,000

 

Due to a related party

1,438

 



 

NET CASH PROVIDED BY FINANCING ACTIVITIES

13,438

 



 

NET INCREASE IN CASH

12,000

 



 

CASH, BEGINNING OF PERIOD

-

 



 

CASH, END OF PERIOD

$  12,000

 



 





Supplemental cash flow information and noncash financing activities:

Cash paid for:

Interest

$  -


Income taxes

$  -




GREEN & QUALITY HOME, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS


June 30, 2010



NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION


Green & Quality Home Life, Inc. ( Company ) is in the initial development stage and has incurred losses since inception totalling ($5,438).  The Company was incorporated on June 1, 2010 in the State of Nevada and established a fiscal year end at June 30.  The Company is a development stage company as defined in FASB ASC 915 organized to offer a portfolio of products and services to provide solutions for every family to automate domestic activities, making them less time consuming, easy to manage and leveraging the quality of life of every member of a family.


Going concern

The Company s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern.  The Company has a deficit accumulated since inception (June 1, 2010) through June 30, 2010 of ($5,438).  The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.


The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations.  Accordingly, these factors raise substantial doubt as to the Company s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might cause results from this uncertainty.  The Company is funding its initial operations by way of issuing Founder s shares.   As of June 30, 2010, the Company had issued 12,000,000 Founder s shares at $0.001 per share for net funds to the Company of $12,000.


NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Development stage

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include implementation of the business plan, and obtaining additional debt and/or equity related financing.


Basis of Presentation

The financial statements present the balance sheet and statements of operations, stockholder s equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.


Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.


Use of Estimates and Assumptions

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


GREEN & QUALITY HOME, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS


June 30, 2010

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.


Accounting guidance now codified as FASB ASC Topic 740-20, Income Taxes Intraperiod Tax Allocation, clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets.


Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.


Stock-based Compensation

The Company has not adopted a stock option plan and has not granted any stock options.  Accordingly no stock-based compensation has been recorded to date.


Recent Accounting Pronouncements

In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605): Milestone Method of Revenue Recognition" (codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not expected to have any material impact on our financial position, results of operations or cash flows.


In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures originally required under SFAS No. 161. ASU 2010-11 is effective for interim and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11 is not expected to have any material impact on our financial position, results of operations or cash flows.


In February 2010, the FASB issued Accounting Standards Update 2010-09 (ASU 2010-09), Subsequent Events (Topic 855), amending guidance on subsequent events to alleviate potential conflicts between FASB guidance and SEC requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. This guidance was effective immediately and we adopted these new requirements for the period ended June 30, 2010. The adoption of this guidance did not have a material impact on our financial statements.


GREEN & QUALITY HOME, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS


June 30, 2010


NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements.  This update changed the accounting model for revenue arrangements that include both tangible products and software elements.   Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  Early adoption is permitted.  The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.


In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements.  This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances under existing US GAAP.  This amendment has eliminated that residual method of allocation. This update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.


In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance ( EITF 09-1 ).  The provisions of EITF 09-1 clarify the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender.  An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors.  EITF 09-1 is effective for fiscal years that begin on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009.   Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope.  Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009.  The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.


NOTE 3 CAPITAL STOCK


The Company s capitalization is 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.


On June 21, 2010, a director of the Company purchased 12,000,000 shares of the common stock in the Company at $0.001 per share for $12,000.


As of June 30, 2010, the Company has not granted any stock options and has not recorded any stock-based compensation.







GREEN & QUALITY HOME, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS


June 30, 2010



NOTE 4 RELATED PARTY TRANSACTIONS


As of June 30, 2010, total advances from a director of the Company were $1,438. The amount is unsecured, non interest bearing and is due on demand.


NOTE 5 INCOME TAXES


The Company has losses carried forward for income tax purposes for June 30, 2010.  There are no current or deferred tax expenses for the period ended June 30, 2010 due to the Company s loss position.  The Company has fully reserved for any benefits of these losses.  The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate.  Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company s ability to generate taxable income within the net operating loss carryforward period.  


Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.  


The provision for refundable federal income tax consists of the following:




 2010






Deferred tax asset attributable to:




Current operations


$        (1,903)


Less: Change in valuation allowance


          1,903






Net refundable amount


$                    --




The composition of the Company s deferred tax assets as at June 30, 2010 is as follows:




2009










Net operating loss carry forward


$      (5,438)






Statutory federal income tax rate


35%


Effective income tax rate


0%






Deferred tax asset


(1,903)


Less: Valuation allowance


1,903






Net deferred tax asset


$                  --



The potential income tax benefit of these losses has been offset by a full valuation allowance.


As at June 30, 2010, the Company has an unused operating loss carry-forward balance of approximately $5,438, which begins to expire in 2030.


MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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


Plan of Operation


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


[GREENQUALITYHOMELIFE_S1V9015.GIF]



Below follows what is being considered in each activity:


1.

Market Analysis for Home Automation

a.

Analysis of Home Automation industry and the market for it

b.

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

c.

Analysis of what is needed and expected by our target market

d.

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

e.

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

f.

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

g.

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

2.

Legal and regulation research

a.

Verify legal and regulation requirements applicable to home automation industry.

b.

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

c.

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

3.

Development of the product portfolio concept

a.

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

b.

Define the products features and requirements for future development.

4.

Development of the services portfolio concept

a.

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

b.

Define the services characteristics and requirements for future development.

5.

Development of prototypes and tests of products and services

a.

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

b.

Data analysis from the tests to determine either further research or green light to moving forward.

6.

Development of the Implementation Plan

a.

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

b.

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

c.

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

d.

Define the budget needed to do the implementation.

7.

Development of the Marketing Plan

a.

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

b.

Define the budget required for it.

8.

Development of  the Sales Plan

a.

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

9.

Developing the Green and Quality of Life Series Software/ Website pilot

a.

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

b.

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


Green & Quality Home Life plans to offer two modalities of business:

·

Product oriented: installing our products in our customers home and all the management is done by themselves;

·

Service oriented: installing and managing all the products are the responsibilities of Green & Quality Home Life team, as the customer pays a monthly fee for this service.


No guarantees or assurances can be made by Green & Quality Home Life that it will accomplish its goals within the dates specified or within the costs estimated by the Company. Moreover, management has no current plan to substitute any additional products or services except those described herein (home automation products and services). No guarantee or assurance can be made that GREEN & QUALITY HOME LIFE's proposed business model will be effective in distributing these products and services.


Potential investors should realize that as of the date of this Prospectus, Green & Quality Home Life is currently in the process of developing the concepts of their products and services and at this time it is not fully operational.


Even if Green & Quality Home Life is successful in developing and ultimately launching its proposed products and services, it's future success will be dependent on several critical factors including, but not limited to, successfully raising capital, market acceptance, and management's continued focus on the development of the business. Furthermore, Green & Quality Home Life cannot assure investors that it will be able to overcome the risks described within this Registration Statement to meet the goal of its strategic business plan. (See Risk Factors, beginning on page 9.)


Results of Operations 


For the period from inception through June 30, 2010, we had no revenue. Expenses for the period totaled $5,438 resulting in a Net loss of $5,438.

 

Capital Resources and Liquidity 


As of June 30, 2010 we had $12,000 in cash.


Our auditors have issued a going concern opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.


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


We are highly dependent upon the success of the anticipated private placement offering described herein. Therefore, the failure thereof would result in need to seek capital from other resources such as debt financing, which may not even be available to the Company. However, if such financing were available, because we are a development stage Company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing.  If the Company cannot raise additional proceeds via a private placement of its common stock or secure debt financing, it would be required to cease business operations. As a result, investors would lose all of their investment.


We do not anticipate researching any further products or services nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.


As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The Company s sole officer and director, Mr. Narita has indicated that he may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.


Off-balance sheet arrangements


The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term off-balance sheet arrangement generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.




CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

DIRECTORS AND EXECUTIVE OFFICERS

Identification of directors and executive officers


Our sole director serves until his successor is elected and qualified. Our sole officer is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The Company s current Audit Committee consists of our sole officer and director.


The name, address, age and position of our present sole officer and director is set forth below:


Name

Age


Position(s)


FABIO ALEXANDRE NARITA


31



President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors.


The person named above has held his offices/positions since inception of our Company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.


Business Experience


Fabio Alexandre Narita s brief curriculum:

·

Business experience: 9 years working at Siemens an electric and electronic company playing important roles within the Information Technology and Communications Division of Siemens:

o

2010 Pre Sales Manager at Siemens Enterprise Communications

o

2007 Services Portfolio Manager at Siemens AG

o

2004 Project Manager in the Project Support Office at Siemens AG

o

2001 Project Manager at Siemens AG

·

Languages:

o

English: fluent

o

Spanish: advanced level

·

Background:

o

2009 Post-graduation in Business Administration Fundação Getúlio Vargas Sao Paulo

o

2002 Graduated in Mechatronic Engineer Escola Politecnica da Universidade de Sao Paulo

·

Certifications:

o

ITIL Foundation Certification

o

PMP Project Management Professional from PMI (Project Management Institute)

o

Service Marketing

Certified Security Expert (Level 3) Security Analysis and Consulting

o

Certified Security Expert (Level 3) CRAMM


Conflicts of Interest


At the present time, the Company does not foresee any direct conflict between Mr. Narita other business interests and his involvement in GREEN & QUALITY HOME LIFE.

EXECUTIVE COMPENSATION


GREEN & QUALITY HOME LIFE has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.


The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception (June 1, 2010) through June 30, 2010.


SUMMARY COMPENSATION TABLE

Name and

Principal position

Year

Salary

($)

Bonus

($)



Stock Awards ($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)


FABIO ALEXANDRE NARITA

President


2010


0


0


0


0


0


0


0


0



We did not pay any salaries in 2010. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as described herein.   

Outstanding Equity Awards at Fiscal Year-End  


The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of June 30, 2010.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS


Name


Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable


Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable


Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)


Option

Exercise

Price

($)


Option

Expiration

Date


Number

of

Shares

or Units

of

Stock That

Have

Not

Vested

(#)


Market

Value

of

Shares

or

Units

of

Stock

That

Have

Not

Vested

($)

Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

(#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested

(#)


FABIO ALEXANDRE NARITA

-

-

-

-

-

-

-

-


-


There were no grants of stock options since inception to the date of this Prospectus.


We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.


The Board of Directors of GREEN & QUALITY HOME LIFE has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the Committee ). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. GREEN & QUALITY HOME LIFE may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.


Stock Awards Plan


The Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.



Director Compensation


The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (June 1, 2010) through June 30, 2010.


DIRECTOR COMPENSATION






Name

Fees Earned or

Paid in

Cash

($)




Stock Awards

($)




Option Awards

($)


Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)


All

Other

Compensation

($)





Total

($)


FABIO ALEXANDRE NARITA


0


0


0


0


0


0


0


At this time, GREEN & QUALITY HOME LIFE has not entered into any employment agreements with its sole officer and director. If there is sufficient cash flow available from our future operations, the Company may enter into employment agreements with our sole officer and director or future key staff members.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what this ownership will be assuming completion of the sale of all or partial shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.


Title of Class

Name and Address of Beneficial Owner [1]

Amount and Nature of Beneficial Ownership

Percent of Class

Percentage of Ownership Assuming all of the Shares are Sold

Percentage of Ownership Assuming 75% of the Shares are Sold

Percentage of Ownership Assuming 50% of the Shares are Sold

Percentage of Ownership Assuming 25% of the Shares are Sold









Common Stock

FABIO ALEXANDRE NARITA,

RUA RONDINHA, 92 - APTO 134 - SÃO PAULO - SP - BRAZIL

12,000,000

100%

72.7%

79.5%

86.4%

93.2%










All Officers and Directors as a Group (1 person)

12,000,000

100%

72.7%

79.5%

86.4%

93.2%











[1] The person named above may be deemed to be a parent and promoter of our Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Narita is the only promoter of our Company.


Our sole officer and director will continue to own the majority of our common stock after the offering, regardless of the number of shares sold. Since he will continue control the Company after the offering, investors will be unable to change the course of the operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options, warrants, or securities convertible into common stock.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


On June 21, 2010, we issued a total of 12,000,000 shares of common stock to Mr. Fabio Alexandre Narita, our sole officer and director, for total cash consideration of 12,000.00. This was accounted for as a purchase of common stock, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Under Rule 144, a shareholder can sell up to 1% of total outstanding shares every three months in brokers transactions. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.


DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES


Our director and officer is indemnified as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court s decision.


PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS


OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


Independently of whether or not all shares are sold, the estimated expenses of the offering, all of which are to be paid by the Company, are as follows:


Legal and Accounting

$

5,500.00

SEC Filing Fee

$

6.42

Transfer Agent and Printing

$

1,500.00

TOTAL

$

7,006.42



All amounts are estimates other than the Commission s registration fee. We are paying all expenses of the offering listed above.


INDEMNIFICATION OF DIRECTORS AND OFFICERS


Our articles of incorporation and Bylaws provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.


RECENT SALES OF UNREGISTERED SECURITIES


GREEN & QUALITY HOME LIFE is authorized to issue up to 75,000,000 shares of common stock with a par value of $0.001. The Company is not listed for trading on any securities exchange in the United States and there has been no active market in the United States or elsewhere for the common shares.

During the current year, the Company has sold the following securities which were not registered under the Securities Act of 1933, as amended:


JUNE 21, 2010


We have issued 12,000,000 common shares to our sole officer and director for total consideration of $12,000.00, or $0.001 per share.


We have spent a portion of the above proceeds to pay for costs associated with this prospectus and expect the balance of the proceeds to be mainly applied to further costs of this prospectus and administrative costs.


We shall report the use of proceeds on our first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective date of this Registration Statement and thereafter on each of our subsequent periodic reports through the later of disclosure of the application of all the offering proceeds, or disclosure of the termination of this offering.


EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit No.

Document Description

3(i)

Articles of Incorporation

3(ii)

Certificate of Correction

3(iii)

By-laws

5

Opinion re legality

23.1

Consent of De Joya Griffith & Company, LLC

23.2

Consent of Law Offices of Thomas E. Puzzo, PLLC (included in Opinion filed as Exhibit 5 hereto)

 

Description of Exhibits


Exhibit 3(i)


Articles of Incorporation of GREEN & QUALITY HOME LIFE, INC., dated June 1, 2010.


Exhibit 3(ii)


Certificate of Correction of GREEN & QUALITY HOME LIFE, INC., dated August 3, 2010.


Exhibit 3(iii)


Bylaws of GREEN & QUALITY HOME LIFE, INC. approved and adopted on June 1, 2010.


Exhibit 5


Opinion of Law Offices of Thomas E. Puzzo, PLLC, 4216 NE 70TH Street, Seattle, Washington 98115, dated July 27, 2010, regarding the legality of the securities being registered.


Exhibit 23.1


Consent of De Joya Griffith & Company, LLC, 2580 Anthem Village Drive, Henderson, Nevada 89052, dated July 27, 2010, regarding the use in this Registration Statement of their report of the auditors and financial statements of GREEN & QUALITY HOME LIFE, INC. for the period ending June 30, 2010.


Exhibit 23.2


Opinion of Law Offices of Thomas E. Puzzo, PLLC, 4216 NE 70TH Street, Seattle, Washington 98115, dated July 27, 2010, included in Opinion filed as Exhibit 5 hereto.





UNDERTAKINGS


The undersigned Registrant hereby undertakes:


(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

          (i)  Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the Securities Act );

          (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and


          (iii)

Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)  For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.


(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


(4)

For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;


(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of  Sao Paulo, State of Sao Paulo, on this 4th day of August, 2010.

GREEN & QUALITY HOME LIFE, INC.

/s/ FABIO ALEXANDRE NARITA  

FABIO ALEXANDRE NARITA  

President and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ FABIO ALEXANDRE NARITA  

FABIO ALEXANDRE NARITA  

President and Director

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer


August 4, 2010






Exhibit 3.1


ROSS MILLER

Secretary of State

204 North Carson Street, Suite 4

Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov



Filed in the office of

/s/ Ross Miller

Document Number

20100405675-60


Ross Miller

Secretary of State

Date and Time

06/01/2010  7:10AM


State of Nevada

Entity Number

E0283 19201 0-8


 


ARTICLES OF INCORPORATION

(PURSUANT TO NRS CHAPTER 78)



1.

Name of

Corporation:


GREEN & QUALITY HOME LIFE

2.

Resident Agent for Service of Process:


STATE AGENT AND TRANSFER SYNDICATE, INC.

112 NORTH CURRY STREET

CARSON CITY, NEVADA 89703

3.

Authorized Stock:


Number of shares with par value: 75,000,000

Par Value: $.001

Number of shares without par value:


4.

Names & Addresses

of the Board of Directors/Trustees:


FABIO NARITA

112 NORTH CURRY STREET

CARSON CITY, NEVADA 89703

5.

Purpose:


The purpose of the Corporation shall be:

6.

Name, Address

and Signature of Incorporator:


Kris Osborn for Agent and Transfer Syndicate, Inc.

112 North Curry Street

Carson City NV 89703

/s/Kris Osborn

Signature

7.

Certificate of

Acceptance of Appointment of

 Registered Agent:


I hereby accept appointment as Resident Agent for the above named corporation.

8.


/s/Kris Osborn

Authorized Signature of R.A. or On Behalf of R.A. Company


6/01/2010

Date




NUMBER OF PAGES ATTACHED 1




Addendum to the


ARTICLES OF INCORPORATION


OF


GREEN & QUALITY HOME LIFE


PARAGRAPH THREE

SHARES


The amount of the total authorized capital of this corporation is $75,000 as 75,000,000 shares each with a par value of one mill ($.001).  Such shares are non-assessable.


In any election participated in by the shareholders, each shareholder shall have one vote for each share of stock he owns, either in person or by proxy as proved by law.  Cumulative voting shall not prevail in any election by the shareholders of this corporation.  



PARAGRAPH EIGHT

ELIMINATING PERSONAL LIABILITY


Officers and directors shall have no personal liability to the corporation of its stock holders for damages for breach of fiduciary duty as an officer or director.  This provision does not eliminate or limit the liability of an officer or director for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or the payment of distributions in violation of the NRS 78.300.



PARAGRAPH NINE

AMENDMENT OF ARTICLES OF INCORPORATION


The articles of incorporation of the corporation may be amended from time to time by a majority vote of all shareholders voting by written ballot in person or by proxy held at any general or special meeting of shareholders upon lawful notice.





STAT E OF NEVADA

ROSS MILLER

Secretary of State

Commercial Recordings Division

202 N. Carson Street

Carson City, NV 89701-4069

SCOTT W. ANDERSON

Telephone (775) 684-5708

Deputy Secretary

Fax (775) 684-7138

for Commercial Recordings

[CERTIFICATEOFCORRECTION001.JPG]

OFFICE OF THE

SECRETARY OF STATE

THOMAS PUZZO

Job:C20100803-1124

August 3, 2010

Special Handling Instructions:

EMAILED 08/03/10 - RSS

Charges

Description

Document Number

Filing Date/Time

Qty

Price

Amount

Correction

20100578406-63

8/3/2010 10:00:47 AM

1

$175.00

$175.00

24 Hour   Expedite

20100578406-63

8/3/2010 10:00:47 AM

1

$125.00

$125.00

Total

$300.00

Payments

Type

Description

Amount

Credit

543003|10080350665176

$300.00

Total

$300.00

Credit Balance:  $0.00

Job Contents :

File Stamped Copy(s):

1

THOMAS PUZZO




[CERTIFICATEOFCORRECTION003.GIF]



BYLAWS


OF


GREEN & QUALITY HOME LIFE, INC.


A Nevada Corporation


ARTICLE I


SHAREHOLDERS


1.  Annual Meeting


A meeting of the shareholders shall be held annually for the elections of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.



2.  Special Meetings


Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.



3.  Place of Meetings


Meetings of the shareholders shall be held at such place within or outside of the State of Nevada as may be fixed by the Board of Directors. If no place is fixed, such meetings shall be held at the principal office of the Corporation.



4.  Notice of Meetings


Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.


If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.  


A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled




to vote at such meeting. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon paid, directed to the shareholder at his address as it appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.


When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 4.



5.  Waiver of Notice


Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.



6.  Inspectors of Election


The Board of Directors, in advance of any shareholders meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.


The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge; question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.



7.  List of Shareholders at Meetings


A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is




challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.



8.  Qualification of Voters


Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.


Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.


Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares into the name of such fiduciary. Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.


Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.


No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.



9.  Quorum of Shareholders


The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.


When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.


The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.



10.  Proxies


Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.





Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.


The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.



11.  Vote or Consent of Shareholders


Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.


Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.


Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of shareholders.



12.  Fixing the Record Date


For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten or more than sixty days before the date of such meeting, nor more than sixty days prior to any other action.


When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.



ARTICLE II


BOARD OF DIRECTORS


1.  Power of Board and Qualifications of Directors


The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.




2.  Number of Directors


The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. Unless otherwise fixed by the directors, the number of directors constituting the entire Board shall be four.



3.  Election and Term of Directors


At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.



4.  Quorum of Directors and Action by the Board


A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.


Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.



5.  Meetings of the Board


An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board.  Special meetings of the Board may be held at any time upon the call of the President or any two directors.


Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of conference telephone or similar communications equipment.


No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Nevada time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Nevada time, on the day prior to the meeting. Notices are deemed to have been properly given if given:  by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or




messenger shall be sent to each director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.


Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.


A notice, or waive of notice, need not specify the purpose of any meeting of the Board of Directors.


A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.



6.  Resignations


Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.



7.  Removal of Directors


Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.



8.  Newly Created Directorships and Vacancies


Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.



9.  Executive and Other Committees of Directors


The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment




or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or  can not be repealed; or (f) the removal or indemnification of directors.


The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.


Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.


Each such committee shall serve at the pleasure of the Board of Directors.



10.  Compensation of Directors


The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.



11.  Interest of Directors in a Transaction


Unless shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such  shareholders.


Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.











ARTICLE III


OFFICERS


1.  Election of Officers


The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.



2.  Other Officers


The Board of Directors may appoint such other officers and agents as it shall deem necessary that shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.



3.  Compensation


The salaries of all officers and agents of the Corporations shall be fixed by the Board of Directors.



4.  Term of Office and Removal


Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.



5.  President


The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meeting of the shareholders and the Board of Directors.


The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.







6.  Vice Presidents


The Vice Presidents, in the order designated by the Board of Directors, or in absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.



7.  Secretary and Assistant Secretaries


The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be described by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary s signature or by signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.


The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary s inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.



8.  Treasurer and Assistant Treasurers


The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.


The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.


If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.


The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the




order of their election, in the absence of the Treasurer or in the event the Treasurer s inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.



9.  Books and Records


The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Nevada or at the office of its transfer agent or registrar in the State of Nevada, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.


The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.



10.  Checks, Notes, etc.


All checks and drafts on, and withdrawals from the Corporation s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.



ARTICLE IV


CERTIFICATES AND TRANSFER OF SHARES


1.  Forms of Share Certificates


The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.


Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences




and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.


Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Nevada; (b) the name of the person or persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any, which certificate represents.



2.  Transfers of Shares


No share or other security may be sold, transferred or otherwise disposed of without the consent of the directors or until the Company is a reporting issuer, as defined under the Securities Exchange Act of 1934. The directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.


Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.



3.  Lost, Stolen or Destroyed Share Certificates


No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.



ARTICLE V


OTHER MATTERS


1.  Corporate Seal


The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.









2.  Fiscal Year


The fiscal year of the Corporation shall be the twelve months ending June 30, or such other period as may be fixed by the Board of Directors.



3.  Amendments


Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.


If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.



APPROVED AND ADOPTED this June 1st 2010.



                     

       s/ Fabio Alexandre Narita       

         Fabio Alexandre Narita

                      President



Law Offices of Thomas E. Puzzo, PLLC

4216 NE 70 th St.

Seattle, Washington 98115

Tel:  (206) 522-2256 / Fax:  (206) 260-0111 / E-mail: tpuzzo@msn.com

 

July 27, 2010


VIA ELECTRONIC TRANSMISSION


Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549


Re: Green & Quality Home Life, a Nevada corporation;

       Registration Statement on Form S-1


Ladies and Gentlemen:


We have acted as counsel to Green & Quality Home Life, a Nevada corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement.”), filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration, offer and sale of up to 4,500,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company.  


We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.  In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.


Based on our examination mentioned above, we are of the opinion that the Shares being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the related Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.


Very truly yours,


/s/ Thomas E. Puzzo









7.27.10



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



U.S. Securities and Exchange Commission

Washington, DC 20549



Ladies and Gentlemen:


We hereby consent to the incorporation and use in this Registration Statement of Green & Quality Home Life, Inc. on Form S-1 of our audit report, dated July 15, 2010 relating to the accompanying balance sheet as of June 30, 2010 and the related statements of operations, stockholder’s equity, and cash flows from inception (June 1, 2010) through June 30, 2010, which appears in such Registration Statement.


We also consent to the reference to our Firm under the title “Interests of Named Experts and Counsel” in the Registration Statement S-1 and this Prospectus.





De Joya Griffith & Company, LLC


/s/ De Joya Griffith & Company, LLC

Henderson, NV

7.27.2010