Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - GREENWORLD DEVELOPMENT, INC. | Financial_Report.xls |
| EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - GREENWORLD DEVELOPMENT, INC. | f10q0911ex32i_greenworld.htm |
| EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - GREENWORLD DEVELOPMENT, INC. | f10q0911ex31i_greenworld.htm |
| EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - GREENWORLD DEVELOPMENT, INC. | f10q0911ex32ii_greenworld.htm |
| EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - GREENWORLD DEVELOPMENT, INC. | f10q0911ex31ii_greenworld.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 10-Q
(Mark one)
x Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
For the quarterly period ended September 30, 2011
o Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
For the transition period from ______________ to _____________
Commission file number 000-26703
GREENWORLD DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-26703 | 98-0206030 | ||
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) | ||
2101 Vista Parkway, Suite 4011
West Palm Beach FL 33411
___________________________________________
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (561) 939-4890
N/A
_______________________________________________________
(Former name or former address, if changes since last report)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.
Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.
|
Large accelerated filer o
|
Accelerated filer o
|
|
Non-accelerated filer o
|
Smaller reporting company x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
|
o Yes
|
x No
|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
As of November 4, 2011, there were approximately 46,617,120 shares of the Issuer's common stock, par value $0.001 per share outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors including the risk factors set forth in our Form 10-K. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
INDEX
|
PART I. - FINANCIAL INFORMATION
|
||
|
Financial Statements
|
F-1 | |
|
Item 2
|
Management's Discussion and Analysis or Plan of Operations
|
1 |
|
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
6 |
|
Item 4T.
|
Controls and Procedures
|
6 |
|
PART II. - OTHER INFORMATION
|
||
|
Item 1
|
Legal Proceedings
|
7 |
|
Item 1A.
|
Risk Factors
|
7 |
|
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
7 |
|
Item 3
|
Defaults Upon Senior Securities
|
7 |
|
Item 4
|
Submission of Matters to a Vote of Security Holders
|
7 |
|
Other Information
|
7 | |
|
Item 6
|
Exhibits
|
7 |
|
SIGNATURES
|
8 | |
|
EXHIBITS
|
||
INDEX TO FINANCIAL STATEMENTS
|
Consolidated Balance Sheet
|
F-2
|
|
Consolidated Statements of Operations
|
F-3
|
|
Consolidated Statements of Stockholders’ Equity
|
F-4
|
|
Consolidated Statements of Cash Flows
|
F-5
|
|
Notes to Consolidated Financial Statement
|
F-6
|
F-1
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
Consolidated Balance Sheet
|
September 30, 2011
|
December 31, 2010
|
|||||||
|
ASSETS
|
(Unaudited)
|
|||||||
|
CURRENT ASSETS
|
||||||||
|
Cash
|
$ | 7,819 | $ | 13,001 | ||||
|
Accounts receivable
|
136 | 0 | ||||||
|
Total current assets
|
7,955 | 13,001 | ||||||
|
OTHER ASSETS
|
||||||||
|
Property lease holding
|
1,156,513 | 1,134,757 | ||||||
|
Deferred expenses
|
749,354 | 735,257 | ||||||
|
Other assets
|
2,296 | 1,642 | ||||||
|
Total other assets
|
1,908,163 | 1,871,656 | ||||||
|
Total Assets
|
$ | 1,916,118 | $ | 1,884,657 | ||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable
|
$ | 312,359 | $ | 241,848 | ||||
|
Accrued interest
|
94,393 | 77,235 | ||||||
|
Note payable
|
329,173 | 302,000 | ||||||
|
Total current liabilities
|
735,925 | 621,083 | ||||||
|
Total Liabilities
|
735,925 | 621,083 | ||||||
|
STOCKHOLDERS’ EQUITY
|
||||||||
|
Preferred stock, $0.001 par value, 50,000,000 shares authorized, 0 issued and outstanding
|
0 | 0 | ||||||
|
Common stock, $0.001 par value, authorized 300,000,000 shares; 46,617,120 issued and outstanding
|
46,617 | 46,617 | ||||||
|
Additional paid-in capital
|
1,532,759 | 1,532,759 | ||||||
|
Accumulated comprehensive income (loss)
|
45,405 | (78,810 | ) | |||||
|
Deficit accumulated during the development stage
|
(444,588 | ) | (236,992 | ) | ||||
|
Total stockholders’ equity
|
1,180,193 | 1,263,574 | ||||||
|
Total Liabilities and Stockholders’ Equity
|
$ | 1,916,118 | $ | 1,884,657 | ||||
The accompanying notes are an integral part of the financial statements
F-2
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
Consolidated Statements of Operations
Nine and Three Months Ended September 30,
(unaudited)
|
Three Months
|
Nine Months
|
|||||||||||||||
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||
|
REVENUES
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
|
OPERATING EXPENSES
|
||||||||||||||||
|
General and administrative
|
(5,124 | ) | 19,455 | 51,802 | 96,016 | |||||||||||
|
Professional fees
|
27,298 | 4,500 | 66,463 | 17,350 | ||||||||||||
|
Net operating loss
|
22,174 | 23,955 | 118,265 | 113,366 | ||||||||||||
|
Interest expense
|
22,977 | 26,848 | 44,331 | 60,465 | ||||||||||||
|
Net loss
|
(45,151 | ) | (50,803 | ) | (162,596 | ) | (173,831 | ) | ||||||||
|
Other comprehensive income (loss)
|
||||||||||||||||
|
Foreign currency translation gain (loss)
|
40,313 | 172,695 | 124,215 | (46,616 | ) | |||||||||||
|
Comprehensive income
|
$ | (4,838 | ) | $ | 121,892 | $ | (38,381 | ) | $ | (220,447 | ) | |||||
|
Basic net loss per share
|
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||
|
Weighted average shares outstanding
|
46,617,120 | 26,617,120 | 46,617,120 | 22,221,516 | ||||||||||||
The accompanying notes are an integral part of the financial statements
F-3
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
Consolidated Statement of Stockholders’ Equity (Deficit)
|
Number of
Shares
|
Common
Stock
|
Additional
Paid-in Capital
|
Deficit
Accumulated
During the
Development
Stage
|
Accum
Comp
Income/
(Loss)
|
Total
Stockholders’
Equity
|
|||||||||||||||||||
|
BEGINNING BALANCE, January 1, 2005
|
16,617,120 | $ | 831 | $ | 415,256 | $ | (292,280 | ) | $ | 0 | $ | 124,361 | ||||||||||||
|
Net loss
|
0 | 0 | 0 | (187,537 | ) | 0 | (187,537 | ) | ||||||||||||||||
|
BALANCE, December 31, 2005
|
16,617,120 | 831 | 415,256 | (479,817 | ) | 0 | (63,176 | ) | ||||||||||||||||
|
Beneficial Conversion Feature Discount
|
0 | 0 | 0 | 15,000 | 0 | 15,000 | ||||||||||||||||||
|
Net loss
|
0 | 0 | 0 | (79,450 | ) | 0 | (79,450 | ) | ||||||||||||||||
|
BALANCE, December 31, 2006
|
16,617,120 | 831 | 415,256 | (544,267 | ) | 0 | (127,626 | ) | ||||||||||||||||
|
Beneficial Conversion Feature Discount
|
0 | 0 | 0 | 47,000 | 0 | 47,000 | ||||||||||||||||||
|
Net loss
|
0 | 0 | 0 | (78,730 | ) | 0 | (78,730 | ) | ||||||||||||||||
|
BALANCE, December 31, 2007
|
16,617,120 | 831 | 415,810 | (563,388 | ) | 0 | (148,986 | ) | ||||||||||||||||
|
Beneficial Conversion Feature Discount
|
0 | 0 | 0 | 35,001 | 0 | 35,001 | ||||||||||||||||||
|
Net loss
|
0 | 0 | 0 | (91,093 | ) | 0 | (91,093 | ) | ||||||||||||||||
|
BALANCE, December 31, 2008
|
16,617,120 | 831 | 415,810 | (619,480 | ) | 0 | (205,078 | ) | ||||||||||||||||
|
Beneficial Conversion Feature Discount
|
0 | 0 | 0 | 50,000 | 0 | 50,000 | ||||||||||||||||||
|
Net loss
|
0 | 0 | 0 | (117,331 | ) | 0 | (117,331 | ) | ||||||||||||||||
|
BALANCE, December 31, 2009
|
16,617,120 | 831 | 415,810 | (686,811 | ) | 0 | (272,409 | ) | ||||||||||||||||
|
Beneficial Conversion Feature Discount
|
0 | 0 | 0 | 35,000 | 0 | 35,000 | ||||||||||||||||||
|
Reverse acquisition
|
30,000,000 | 1,500 | 1,161,235 | 634,391 | 0 | 1,797,126 | ||||||||||||||||||
|
Reincorporation effects
|
0 | 44,286 | (44,286 | ) | 0 | 0 | 0 | |||||||||||||||||
|
Comprehensive income (loss)
|
(78,810 | ) | (78,810 | ) | ||||||||||||||||||||
|
Net loss
|
0 | 0 | 0 | (219,572 | ) | 0 | (219,572 | ) | ||||||||||||||||
|
BALANCE, December 31, 2010
|
46,617,120 | 46,617 | 1,532,759 | (236,992 | ) | (78,810 | ) | 1,263,574 | ||||||||||||||||
|
Beneficial Conversion Feature Discount
|
0 | 0 | 0 | 45,000 | 0 | 45,000 | ||||||||||||||||||
|
Comprehensive income (loss)
|
0 | 0 | 0 | 0 | 124,215 | 124,215 | ||||||||||||||||||
|
Net loss
|
0 | 0 | 0 | (162,596 | ) | 0 | (162,596 | ) | ||||||||||||||||
|
ENDING BALANCE, September 30, 2011 (unaudited)
|
46,617,120 | $ | 46,617 | $ | 1,532,759 | $ | (354,588 | ) | $ | 45,405 | $ | 1,270,193 |
The accompanying notes are an integral part of the financial statements
F-4
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
Consolidated Statements of Cash Flows
Nine Months Ended September 30,
(Unaudited)
|
2011
|
2010
|
|||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
|
Net loss
|
$ | (162,596 | ) | $ | (173,831 | ) | ||
|
Adjustments to reconcile net loss to net cash used by operating activities:
|
||||||||
|
Amortization of beneficial conversion feature discount
|
27,173 | 46,483 | ||||||
|
Changes in operating assets and liabilities
|
||||||||
|
(Increase) decrease in deferred expenses
|
0 | (14,682 | ) | |||||
|
Increase (decrease) in accounts payable - trade
|
68,964 | 87,217 | ||||||
|
Increase (decrease) in accrued interest expense
|
17,158 | 13,982 | ||||||
|
Net cash provided (used) by operating activities
|
(49,301 | ) | (40,831 | ) | ||||
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
|
Deposit on options
|
0 | 0 | ||||||
|
Net cash provided (used) by investing activities
|
0 | 0 | ||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
|
Proceeds from stockholder loan payable
|
0 | 0 | ||||||
|
Proceeds from note payable
|
46,250 | 35,000 | ||||||
|
Net cash provided by financing activities
|
46,250 | 35,000 | ||||||
|
Effect of exchange rates on cash
|
(2,131 | ) | 45,804 | |||||
|
Net increase (decrease) in cash
|
(5,182 | ) | 39,973 | |||||
|
CASH, beginning of period
|
13,001 | 2,159 | ||||||
|
CASH, end of period
|
$ | 7,819 | $ | 42,132 | ||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
|
Non-Cash Financing Activities:
|
||||||||
|
Shares issued to effect reverse acquisition
|
$ | 0 | $ | 1,797,126 | ||||
The accompanying notes are an integral part of the financial statements
F-5
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information with regard to the 9 months ended September 30, 2011 and 2010 is unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) The Company Greenworld Development, Inc., (f/k/a Fortress Exploration, Inc.), is a Nevada chartered development stage corporation which conducts business from its headquarters in West Palm Beach, Florida. The Company reincorporated from Delaware in June 2010.
The following summarize the more significant accounting and reporting policies and practices of the Company:
(b) Use of estimates The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.
(c) Start-up costs Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.
(d) Stock compensation for services rendered The Company may issue shares of common stock in exchange for services rendered. The costs of the services are valued according to generally accepted accounting principles and have been charged to operations.
(e) Net income (loss) per share Basic loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period.
|
|
(f) Property and equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.
(g) Interim financial information The financial statements for the nine months ended September 30, 2011 and 2010 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the nine months are not indicative of a full year results.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net loss of $444,588 accumulated through September 30, 2011. The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is currently seeking additional capital to allow it to begin its planned operations
NOTE 3 - NOTES PAYABLE
In September 2004, Greenworld issued a convertible promissory note to allow advances up to $100,000. As of September 30, 2005, $100,000 had been advanced to the company. The note bears seven percent interest, is convertible at the lender's option at $2 per share, and is payable in one year. The lender has agreed to a third extension of the maturity date for an additional year, to September 2008. The note has been discounted for its beneficial conversion feature, which was amortized over the life of the note.
F-6
Greenworld Development, Inc.
(f/k/a Fortress Exploration, Inc.)
(a development stage enterprise)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - NOTES PAYABLE, continued
In September 2005, the Company issued another convertible promissory note with exactly the same terms as the first note, principal up to $100,000, interest at 7%, maturity in one year and convertible at the lenders option at $2 per share. At December 31, 2006, $65,000 had been advanced under this note. $22,000 was advanced under this note through the first half of 2007. The Company sold its mining claim interest to this creditor for a reduction of the promissory note balance in the amount of $50,000 in the third quarter of 2007. $25,000 was advanced under this loan at the end of the third quarter of 2007. The note was due September 30, 2006 and a one year extension of the due date to September 30, 2008, has been received. The second note has been discounted for its beneficial conversion feature, which will be amortized over the life of the note.
On December 29, 2008, the Company and the lender entered into an extension and modification of the two notes, into 1 note with a new maturity of December 31, 2011 and an increase of the principal balance from a combined $200,000 to a total of $400,000.
| Notes Payable | ||||
| Gross proceeds from notes | $ | 397,000 | ||
| Less: Loan set-off | (50,000 | ) | ||
| Less: Beneficial conversion feature | (397,000 | ) | ||
| Add: Amortization of discount | 379,173 | |||
| Value of note on September 30, 2011 | $ | 329,173 | ||
NOTE 4 – CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents
NOTE 5 – USE OF ESTIMATES
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.
NOTE 6 - STOCKHOLDERS’ EQUITY
At September 30, 2011, the Company has 300,000,000 shares of par value $0.001 common stock authorized and 46,617,120 issued and outstanding. In April 2010, the Company issued 10,000,000 shares to effect the reverse acquisition. In June 2010, the Company reincorporated in Nevada from Delaware; changed the authorized shares from 49,990,000 to 300,000,000; and changed the par value from $0.00005 to $0.001 per share. In June 2010, the Company announced a forward split of the then issued and outstanding shares on a 3 for 1 basis.
F-7
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.
Overview
The Company is a development stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy changed in the third quarter 2007 to seeking potential merger candidates. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended December 31, 2010. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are currently anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. We do not plan to use any capital raised for the purchase or sale of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."
Since the May 2010, reverse acquisition of Greenworld International Resources, Ltd., (GIR), the Company has been actively developing its activities in green and health technologies. GIR owns 35% of NEC Healthworld (Uganda), Ltd., (NHU), which owns a fully furnished, but not yet producing pharmaceutical manufacturing facility. GIR is actively seeking funding in conjunction with NHU to allow the facility to begin operations. In April 2011, the Company entered into an agreement to acquire 50% of Getting Green Solutions, LLC, (GGS), an entity located in Georgia. The Company is to issue 11,000,000 shares in exchange for the member ship interests in GGS, which owns a patented waste tire to energy technology. GGS is developing a demonstrator plant in Ohio, through a sister company. The 11,000,000 shares were never issued and subsequently, we and GGS determined that the Agreement needed to be modified. As a result, on or about October 1, the Company entered into an Amended and Restated Agreement for the share exchange pursuant to which the Company issued 4,000,000 of its restricted common stock in exchange for a 100% interest in GGS.
GDI is acting as intermediary and negotiator for an Irish-American consortium on a construction project in Nairobi, Kenya. If this consortium is successful, GDI will earn a fee of approximately $1.6 million. The Company is also in negotiations with several Indian and European generic pharmaciticul manufacturers to license production at the Uganda facility.
GDI is also acting as intermediary for an Irish company to assist in the implementation and constuction of a solar power plant in Bulgaria, funding for wich GDI is currently negotiating with UAE/Chinese/Italian suppliers. If successful, GDI will earn a fee of approximately $360,000 and 10% of the equity of the project. GDI is involved with another company in the United Kingdom to develop a waste tire to energy facility.
GRI has been licensed as a carbon emission trader by the German “Umwelt Bundes Amt”and “Gruener Markt” and expect to begin trading in the fourth quarter of 2011.
GDI is working to repositioning its efforts to concentrate on the waste to energy industry.
Comparison of Operating Results for the Quarter Ended September 30, 2011 to the Quarter Ended September 30, 2010
1
Revenues
The Company did not generate any revenues from operations for the three months ended September 30, 2011 or 2010. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.
Operating Expenses
Operating expenses decreased by $1,781 from $23,955 for the three months ended September 30, 2010 to $22,174 for the three months ended September 30, 2011. The decrease in our net operating expenses is due to the operating expenses decrease of our subsidiary in the quarter.
Interest Expense
Interest expense for the three months ended September 30, 2011 and 2010 was $22,977 and $26,848, respectively. The decrease is due to beneficial conversion discount amortization.
Net Income/Loss
Net loss decreased by $5,652 from net loss of $50,803 for the three months ended September 30, 2010 to a net loss of $45,151 for the three months ended September 30, 2011. The decrease in net operating loss is due to the operating expenses decrease of our subsidiary in the second quarter.
At September 30, 2011, our accumulated deficit was $444,588.
Assets and Liabilities
Our total assets were $1,916,118 at September 30, 2011.
Total Current Liabilities are $735,925 at September 30, 2011. Our notes payable are for $347,000. The notes were discounted by $347,000 for their beneficial conversion features. At September 30, 2011, $329,173 of the discount has been amortized.
2
Financial Condition, Liquidity and Capital Resources
At September 30, 2011, we had cash and cash equivalents of $7,819. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations. Consequently, we have been dependent upon a third party non-affiliate, Confederated Finance Corp. ("Confederated"), to fund our cash requirements. Specifically, we have entered into two Convertible Promissory Notes ("Notes") with Confederated for the principal sum or so much of the principal sum of Two Hundred Thousand Dollars ($200,000) as may from time to time have been advanced and be outstanding, together with accrued interest at the rate of 7% per annum. The entire unpaid balance of principal(subject to conversion of such principal as provided in the Note) and all accrued and unpaid interest shall be due and payable on the day prior to the first anniversary of the Effective Date of the Note.
As of September 30, 2011, we had a working capital deficit of $727,970. At September 30, 2011, we had no outstanding debt other than convertible notes payable to Confederated and accrued interest payable on the Notes. The Company will seek funds from possible strategic and joint venture partners and financing to cover any short term operating deficits and provide for long term working capital. No assurances can be given that the Company will successfully engage strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.
No trends have been identified which would materially increase or decrease our results of operations or liquidity.
We have short-term liquidity problems that will be addressed by the Convertible Note, which we have a balance of $63,000 to draw for working capital. For long-term liquidity, we believe that we will need to raise additional capital to remain an ongoing concern; however, as stated above no commitments have been made as of this date.
Comparison of Operating Results for the Nine Months Ended September 30, 2011 to the Nine Months Ended September 30, 2010
Revenues
The Company did not generate any revenues from operations for the six months ended September 30, 2011 or 2010. Accordingly, comparisons with prior periods are not meaningful. The Company is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and cost increases in services.
Operating Expenses
Operating expenses increased by $4,899 from $113,366 for the nine months ended September 30, 2010 to $118,265 for the nine months ended September 30, 2011. The increase in our net operating expenses is due to the operating expenses increase of our subsidiary in the quarter.
3
Interest Expense
Interest expense for the nine months ended September 30, 2011, and 2010 was $44,331 and $60,465 respectively. The decrease in our interest expense is due to the amortization of the beneficial conversion feature of the convertible promissory note entered into with Confederated Finance Corp. ("Convertible Note").
Net Income/Loss
Net loss decreased by $11,235 from net loss of $173,831 for the nine months ended September 30, 2010 to a net loss of $162,596 for the nine months ended September 30, 2011. The decrease in net operating loss is due to lower beneficial conversion feature discount amortization.
At September 30, 2011, our accumulated deficit was $444,588.
Assets and Liabilities
Our total assets were $1,916,118 at September 30, 2011.
Total Current Liabilities are $735,925 at September 30, 2011. Our notes payable are for $347,000. The notes were discounted by $347,000 for their beneficial conversion features. At September 30, 2011, $329,173 of the discount has been amortized.
Financial Condition, Liquidity and Capital Resources
At September 30, 2011, we had cash and cash equivalents of $7,819. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations. Consequently, we have been dependent upon a third party non-affiliate, Confederated Finance Corp. ("Confederated"), to fund our cash requirements. Specifically, we have entered into two Convertible Promissory Notes ("Notes") with Confederated for the principal sum or so much of the principal sum of Two Hundred Thousand Dollars ($200,000) as may from time to time have been advanced and be outstanding, together with accrued interest at the rate of 7% per annum. The entire unpaid balance of principal(subject to conversion of such principal as provided in the Note) and all accrued and unpaid interest shall be due and payable on the day prior to the first anniversary of the Effective Date of the Note.
As of September 30, 2011, we had a working capital deficit of $727,970. At September 30, 2011, we had no outstanding debt other than convertible notes payable to Confederated and accrued interest payable on the Notes. The Company will seek funds from possible strategic and joint venture partners and financing to cover any short term operating deficits and provide for long term working capital. No assurances can be given that the Company will successfully engage strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.
4
No trends have been identified which would materially increase or decrease our results of operations or liquidity.
We have short-term liquidity problems that will be addressed by the Convertible Note, which we have a balance of $63,000 to draw for working capital. For long-term liquidity, we believe that we will need to raise additional capital to remain an ongoing concern; however, as stated above no commitments have been made as of this date.
Critical Accounting Policies
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
Loss per share: Basic loss per share excludes dilution and is computed by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding for the period and dilutive potential common shares outstanding unless consideration of such dilutive potential common shares would result in anti-dilution. Common stock equivalents were not considered in the calculation of diluted loss per share as their effect would have been anti-dilutive for the periods ended September 30, 2011 and 2010.
Going Concern.
The Company has suffered recurring losses from operations and is in serious need of additional financing. These factors among others indicate that the Company may be unable to continue as a going concern, particularly in the event that it cannot obtain additional financing or, in the alternative, affect a merger or acquisition. The Company's continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
5
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.
Item 4T - Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
During the second quarter of 2011, we discovered that our outside accountants for the Irish subsidiary had reported incorrect results for the first quarter of 2011, necessitating the filing of an Amendment No. 1 to our Form 10-Q for the quarter ended March 31, 2011. We have taken steps to modify our internal controls and procedures to ensure this does no occur in the future.
6
PART II OTHER INFORMATION
Item 1 Legal Proceedings
None.
None
Item 3 Defaults Upon Senior Securities
None
Item 4 Submission of Matters to a Vote of Security Holders
None
None
Item 6 Exhibits
(a) The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:
|
Exhibit
number
|
Descriptions
|
|
| 31.1 | * Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
| 31.2 | * Certification of the Acting Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
| 32.1 | * Certification Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. | |
| 32.2 | * Certification Acting Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
* Filed herewith.
(b) The following sets forth the Company's reports on Form 8-K that have been filed during the quarter for which this report is filed:
On April 29, 2011, we filed a Form 8-K regarding the addition of a director to our board of directors
7
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Greenworld Development, Inc.
|
|||
|
By:
|
/s/ Leo J. Heinl | ||
|
Leo J. Heinl
|
|||
|
Chief Executive Officer,
|
|||
| President and Chairman of the Board * | |||
Date: November 14, 2011
* Leo J. Heinl has signed both on behalf of the registrant as a duly authorized officer and as the Registrant's principal accounting officer.
8