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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF   1934
 
For the quarterly period ended October 31, 2012
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______

Commission File Number 333-167879

GREENCHOICE INTERNATIONAL, INC.
(Name of registrant as specified in its charter)
     
Nevada
 
42-1771342
(State of incorporation)
 
(I.R.S. Employer Identification No.)
 
12248 Meridian Blvd, Ste H
Minden, Nevada 89423
 (Address of principal executive offices)

(775) 473-6624
(Registrant’s telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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.

Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer o
 (Do not check if a smaller reporting company)
Smaller reporting company x
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x  No o

As of November 28, 2012, there were 3,600,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
 
 
1

 
 
GREENCHOICE INTERNATIONAL, INC.*

TABLE OF CONTENTS
     
 
Page
PART I. FINANCIAL INFORMATION
 
   
ITEM 1.
FINANCIAL STATEMENTS
3
     
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
11
     
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
13
     
ITEM 4.
CONTROLS AND PROCEDURES                                                                                                     
13
   
PART II. OTHER INFORMATION
 
   
ITEM 1.
LEGAL PROCEEDINGS
14
     
ITEM 1A.
RISK FACTORS
14
     
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
14
     
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
14
     
ITEM 4.
MINE SAFETY DISCLOSURES
14
     
ITEM 5.
OTHER INFORMATION
14
     
ITEM 6.
EXHIBITS
15

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of GreenChoice International, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”GREE,””GreenChoice,” "our," "us," the "Company," refers to GreenChoice International, Inc.

 
2

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GREENCHOICE INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
October 31, 2012
   
Balance Sheets as of October 31, 2012 (Unaudited) and April 30, 2012
4
   
Statements of Operations and Comprehensive Loss for the Three and Six Months Ended October 31, 2012 and 2011, and Inception (February 9, 2010) to October 31, 2012 (Unaudited)
5
   
Statements of Cash Flows for the Six Months Ended
 
October 31, 2012 and 2011, and Inception (February 9, 2010) to October 31, 2012 (Unaudited)
6
         
 
Notes to Financial Statements (Unaudited)
7
 
 
3

 

GREENCHOICE INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
   
October 31,
       
   
2012
   
April 30,
 
   
(Unaudited)
   
2012
 
ASSETS
           
             
Current Assets
           
             
Total current assets
  $ -     $ -  
                 
TOTAL ASSETS
  $ -       -  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
LIABILITIES
               
Current Liabilities
               
Accounts Payable
  $ 30,429     $ 6,769  
Loans from stockholders
    41,589       23,092  
Total current liabilities
    72,018       29,861  
                 
TOTAL LIABILITIES
    72,018       29,861  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS' DEFICIT
               
Common stock, par $0.001, 100,000,000 shares authorized, 3,600,000 and
               
3,600,000 shares issued and outstanding, respectively
    3,600       3,600  
Additional paid in capital
    32,400       32,400  
Deficit accumulated during the development stage
    (108,018 )     (65,861 )
                 
TOTAL STOCKHOLDERS' DEFICIT
    (72,018 )     (29,861 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ (0 )     -  
 
The accompanying notes to the financial statements are an integral part of these statements.

 
4

 

GREENCHOICE INTERNATIONAL, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 
FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2012 AND 2011
 
AND FROM THE PEIOD FROM FEBRUARY 9 2010 (INCEPTION) TO OCTOBER 31, 2012
 
(Unaudited)
 
         
 
         
 
 
   
Three Months Ended October 31, 2012
   
Three Months Ended October 31, 2011
   
Six Months Ended October 31, 2012
   
Six Months Ended October 31, 2011
   
From inception (February 9, 2010) to October 31, 2012
 
INCOME
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
Organization expenses
    -       -                       1,500  
Taxes and licenses
    -       -                       625  
Accounting
    2,890       2,555       9,390       9,555       40,225  
Legal Expenses
    2,252       3,295       7,722       5,855       36,196  
Administrative expenses
    24,506       1,550       24,956       1,550       28,606  
Total Operating Expenses
    29,648       7,400       42,068       16,960       107,152  
                                         
OTHER INCOME AND (EXPENSES)
                                       
Interest charges
    -       (105 )     (89 )     (158 )     (859 )
Foreign currency exchange
    -       (13 )     -       (7 )     (7 )
Total Other Income and (Expenses)
    -       (118 )     (89 )     (165 )     (866 )
NET LOSS BEFORE INCOME TAXES
    (29,648 )     (7,518 )     (42,157 )     (17,125 )     (108,018 )
                                         
PROVISION FOR INCOME TAXES
    -       -       -       -       -  
                                         
NET LOSS
  $ (29,648 )   $ (7,518 )   $ (42,157 )   $ (17,125 )   $ (108,018 )
                                         
Weighted Average Number of Shares Outstanding
    3,600,000       3,158,696       3,600,000       2,576,630          
                                         
Net Loss Per Share
  $ (0.01 )   $ (0.01 )   $ (0.01 )   $ (0.01 )        
 
The accompanying notes to the financial statements are an integral part of these statements.

 
5

 
 
GREENCHOICE INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM FEBRUARY 9, 2010 (INCEPTION) TO OCTOBER 31, 2012
(Unaudited)
                (Deficit) Accumulated During Development Stage        
                    Stockholders’ Equity (Deficit)  
   
Common Stock
    Additional Paid in Capital          
   
Shares
   
Amount
             
Beginning balance, February 9, 2010
    -     $ -     $ -     $ -     $ -  
                                         
Sale of 1,500,000 shares at $.01 per shares, February 10, 2010
    1,500,000       1,500       13,500       -       15,000  
                                         
Net loss
    -       -       -       (1,714 )     (1,714 )
                                         
Balance, April 30, 2010
    1,500,000       1,500       13,500       (1,714 )     13,286  
                                         
Net loss
    -       -       -       (32,934 )     (32,934 )
                                         
Balance, April 30, 2011
    1,500,000       1,500       13,500       (34,648 )     (19,648 )
                                         
Sale of 500,000 shares at $.01 per shares, May 18, 2011
    500,000       500       4,500       -       5,000  
                                         
Sale of 500,000 shares at $.01 per shares, July 14, 2011
    500,000       500       4,500       -       5,000  
                                         
Sale of 1,100,000 shares at $.01 per shares, August through October 2011
    1,100,000       1,100     $ 9,900       -       11,000  
                                         
Net loss
    -       -       -       (31,213 )     (31,213 )
                                         
Balance, April 30, 2012
    3,600,000       3,600       32,400       (65,861 )     (29,861 )
                                         
Net loss
    -       -       -       (42,157 )     (42,157 )
                                         
Balance, October 31, 2012
    3,600,000     $ 3,600     $ 32,400     $ (108,018 )   $ (72,018 )
 
The accompanying notes to the financial statements are an integral part of these statements.

 
6

 
 
GREENCHOICE INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED October 31, 2012 and 2011
AND FROM THE PEIOD FROM FEBRUARY 9 2010 (INCEPTION) TO OCTOBER 31, 2012
(Unaudited)

   
Six Months Ended October 31, 2012
   
Six Months Ended October 31, 2011
   
From inception (February 9, 2010) to October 31, 2012
 
Cash used in operating activities:
                 
Net loss
  $ (42,157 )   $ (17,125 )   $ (108,018 )
Adjustments to Reconcile Net Loss to
                       
Net Cash Used in  Operating Activities:
                       
Changes in Assets and Liabilities
                       
Increase (decrease) in accounts payable
    23,660       (6,634 )     30,429  
Net cash used in operating activities
    (18,497 )     (23,759 )     (77,589 )
                         
Cash Flows from Financing Activities:
                       
Sale of common stock
    -       10,000       36,000  
Loans from stockholders
    18,497       21,000       41,589  
Net Cash Provided by Financing Activities
    18,497       31,000       77,589  
Net Decrease in Cash and Cash Equivalents
    0       7,241       0  
                         
Cash and Cash Equivalents - Beginning
    -       -       -  
                         
Cash and Cash Equivalents - End
  $ 0     $ 7,241     $ 0  
                         
Supplemental disclosures:
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for income taxes
  $ -     $ -     $ -  
 
The accompanying notes to the financial statements are an integral part of these statements.

 
7

 
 
GREENCHOICE INTERNATIONAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
OCTOBER 31, 2012
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
 
The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual financial statements and notes.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.  It is suggested that these financial statements be read in conjunction with the April 30, 2012 audited financial statements and the accompanying notes thereto.  While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.
 
These unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
 
GreenChoice International, Inc. (the Company) was incorporated on February 9, 2010 under the laws of the State of Nevada.  The business purpose of the Company is to market prefabricated log cabin type homes in countries outside North America.  The Company has selected April 30 as its fiscal year end.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Development Stage Company
 
The Company is considered to be in the development stage as defined in ASC 915-10-20, “Development Stage Entity.”    The Company is devoting substantially all of its efforts to the execution of its business plan.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America may require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.  There are no such estimates included in these financial statements.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.  The Company had no cash and cash equivalents as of October 31, 2012 or April 30, 2012.

 
8

 
 
Start-up Costs
 
In accordance with ASC 720-15-25, “Start-up Activities,” the Company expenses all costs incurred in connection with the start-up and organization of the Company.
 
Common Stock Issued For Other Than Cash
 
Services purchased and other transactions settled in the Company's common stock are recorded at the estimated fair value of the stock issued if that value is more readily determinable than the fair value of the consideration received.
 
Net Income or (Loss) Per Share of Common Stock
 
The Company follows financial accounting standards which provide for “basic” and “diluted” earnings per share.  Basic earnings per share is computed by dividing income or loss available to common shareholders by the weighted average shares outstanding for the period.  Diluted earnings per share reflects the potential dilution due to other securities outstanding which could affect the number of shares upon exercise.  The Company has no potentially dilutive securities such as options, warrants, or convertible bonds currently issued and outstanding.  Consequently basic and diluted shares are the same, as presented in the Statements of Operations and Comprehensive Loss.
 
Recently Enacted Accounting Standards
 
In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  
 
Modifications to the ASC are accomplished by the issuance of Accounting Standards Updates (“ASU’s”).  The Company has evaluated ASU’s through No. 2012-07.  None of the updates for the period have applicability to the Company or their effect on the financial statements would not have been significant.
 
Office Space and Labor
 
The Company’s sole Officer and Director will provide the labor required to execute the business plan and supply the necessary office space and facilities during the initial period of operations.  The Company will recognize the fair value of services and office space so provided as contributed capital in accordance with ASC 225-10-S99-4.  From inception (February 9, 2010) through October 31, 2012, the fair value of services and office space provided are estimated to be nil.
 
NOTE 3 - PROVISION FOR INCOME TAXES
 
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under ASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods  and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards generated during the period from February 9, 2010 (date of inception) through October 31, 2012 of approximately $108,018 will begin to expire in 2031.  Using an estimated rate of 35%, deferred tax assets of approximately $37,806 were offset by the valuation allowance.
 
 
9

 
 
The Company has no tax positions at October 31, 2012 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.
 
The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense.  During the period from February 9, 2010 (inception) to October 31, 2012 the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at October 31, 2012.  All tax years starting from 2010 are open for examination.  
 
NOTE 4 - STOCKHOLDERS’ DEFICIT
 
As of October 31, 2012 the Company has 100,000,000 shares of common stock authorized, par value of $.001 per share, with 3,600,000 shares issued and outstanding.
 
The following details the stock transactions for the Company:

On February 10, 2010 the Company authorized the sale of 1,500,000 shares of its common stock to its founding president for $.01 per share for a total of $15,000 cash to provide initial working capital. The stock subscription was fully paid as of June 11, 2010.

On May 18, 2011 the Company received paid subscriptions for 500,000 shares at $0.01 per share for a total of $5,000. The proceeds were used for administrative expenses.

On July 14, 2011 the Company received paid subscriptions for another 500,000 shares at $0.01 per share for $5,000 which was used for administrative expenses. During August, September, and October 2011, the Company sold 1,100,000 shares at $0.01 per share for proceeds of $11,000 to be used for administrative expenses.

The offering included in the Company’s S-1 filing is closed and all certificates were issued as of October 31, 2011.

NOTE 5 - LOANS FROM STOCKHOLDERS

The Company’s former President and former sole director along with another stockholder has advanced funds for organizational and administrative expenses.  The total of these advances as of October 31, 2012, is $41,589.  The loans are unsecured and payable on demand.  Consequently, the loans are reported as current liabilities.
 
NOTE 6 - FOREIGN CURRENCY TRANSLATION
 
Since the Company operates in Canada there is potential for transactions in Canadian dollars.  From inception, the only transactions were $7 net expense from conversion of Canadian currency paid for stock.  Assets and liabilities, if denominated in Canadian dollars, are revalued to United States dollars as of the reporting date.  The effect of such change in exchange rates is reported as a Cumulative Currency Translation Adjustment and included in Other Comprehensive Gains or (Losses) which, to date, have been nominal.
 
NOTE 7 - GOING CONCERN
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.  The Company has incurred an operating deficit since its inception, is in the development stage and has generated no operating revenue. These items raise substantial doubt about the Company’s ability to continue as a going concern.  In view of these matters, realization of the assets of the Company is dependent upon the Company’s ability to meet its financial requirements through equity financing and the success of future operations.  These financial statements do not include adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
 
NOTE 8 - SUBSEQUENT EVENTS
 
The Company has evaluated events through the date the financial statements were issued.  There are no subsequent events required to be reported.
 
 
10

 
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS
 
Forward-Looking Statements
 
This quarterly report contains forward-looking statements.  These forward-looking statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled  “Risk Factors”, that may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.
 
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to “common shares” refer to the common shares in our capital stock.  As used in this quarterly report, the terms “we”, “us” and “our” refer to GreenChoice International, Inc.

RESULTS OF OPERATIONS

Working Capital

   
October 31, 2012
$
   
April 30, 2012
$
 
Current Assets
    -       -  
Current Liabilities
    72,018       29,861  
Working Deficit
    72,018       29,861  
 
 
11

 
 
RESULTS OF OPERATIONS (CONTINUED)

Cash Flows

   
October 31, 2012
$
   
October 31, 2011
$
 
Cash Flows from (used in) Operating Activities
    (18,497)       (23,759)  
Cash Flows from (used in) Financing Activities
    18,497       31,000  
Cash Flows from (used in) Investing Activities
    -       -  
Net Increase (decrease) in Cash During Period
    -       7,241  
                   

Results of Operations for the Three and Six Months Ended October 31, 2012 and 2011

The Company’s revenues for the three months ended October 31, 2012 and October 31, 2011 were $0 and $0, respectively; and net losses were 29,648 and 7,518, respectively. For the six months ended October 31, 2012 as compared to the six months ended October 31, 2011, total revenues were $0 and $0, respectively, and net losses were $42,157 and $17,125, respectively. The net losses were attributable to operating expenses. The increase was primarily attributable to an increase in accounting, legal fees and administrative expenses appropriate for being a public company. We anticipate incurring further increased expenses and will require additional funding to support our working capital needs.

Results of Operations for the Period from February 9, 2010 (inception of development stage) Through October 31, 2012

The Company’s revenues for the period from February 9, 2010 (inception of development stage) through October 31, 2012 were $0. Operating expenses for the period from February 9, 2010 (inception of development stage) through October 31, 2012 were $107,152 while the net loss for the period was $108,018.  Operating expenses consist primarily of organization expenses, taxes and licenses, accounting fees, legal fees and administrative expenses appropriate for being a public company.

Liquidity and Capital Resources

As at October 31, 2012, the Company had a cash balance and asset total of $0 and $0, respectively, compared with $0 and $0 of cash and total assets, respectively, as at April 30, 2012.

As at October 31, 2012, the Company had total liabilities of $72,018 compared with $29,861 as at April 30, 2012.

The overall working capital deficit increased from $29,861 at April 30, 2012 to $72,018 at October 31, 2012.

Cashflow from Operating Activities

During the six months ended October 31, 2012, cash used in operating activities was $18,497 compared to $23,759 for the six months ended October 31, 2011.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
 
 
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Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").
 
 
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Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of October 31, 2012.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.  RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1.Quarterly Issuances:

During the quarter, we did not issue any unregistered securities other than as previously disclosed.

2. Subsequent Issuances:

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

Mr. Merlyn Kirk resigned from all positions with the Company effective as of August 3, 2012, including the sole member of the Company’s Board of Directors and the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
 
 
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On August 3, 2012, Mr. Antonio Martinez-Guzman was appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

The biography for Mr. Antonio Martinez-Guzman is set forth below:

Antonio Martinez-Guzman has over 30 years of sales and managerial experience. He studied law for three years at the Granada University, where he specialized in labor relations. From 2002 – 2004 Mr. Guzman was a sales manager for MELCO, S.L. an office furniture distributor in Seville, Spain. His duties while manager included developing business plans, and monitoring the performance and development of the account executives. From 2005 until 2006, Mr. Guzman was the human resources adviser for the company Human Resources & Personnel S.L. in Malaga, Spain. Mr. Guzman’s responsibilities at this firm were providing assistance to management and staff on human resource policies, procedures, and enterprise agreements. In 2007 Mr. Guzman accepted a position as managing director with Vecinos De Benalmadena, S.L., a local newspaper in Malaga, Spain. While with the newspaper Mr. Guzman was responsible for the commercial aspects and the overall business policy of the newspaper. From 2010 to present, Mr. Guzman has maintained a consulting relationship with the newspaper. In light of Mr. Guzman’s education and past experience in small business management and sales, the Board of Directors appointed Mr. Guzman as President, Secretary, Treasurer and Director of the Company.

ITEM 6. EXHIBITS

Exhibit Number
Description of Exhibit
Filing
3.01
Articles of Incorporation
Filed with the SEC on June 30, 2010 as part of our Registration of Securities on Form S-1
     
3.02
Bylaws
Filed with the SEC on June 30, 2010 as part of our Registration of Securities on Form S-1
     
3.02(a)
Amended Bylaws
Filed with the SEC on July 8, 2011 as part of our Current Report on Form 8-K.
10.01
Informal Agreement between the Company and its president Merlyn Kirk
Filed with the SEC on February 9, 2011 as part of our Amended Registration of Securities on Form S-1/A.
     
16.01
Letter from Former Accountant Child, Van Wagoner & Bradshaw, PLLC dated September 6, 2012
Filed with the SEC on September 10, 2012 as part of our Amended Current Report on Form 8-K/A.
     
31.01
Certification of Principal Executive Officer Pursuant to Rule 13a-14
Filed herewith.
31.02
Certification of Principal Financial Officer Pursuant to Rule 13a-14
Filed herewith.
32.01
Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act
Filed herewith.
101.INS*
XBRL Instance Document
Filed herewith.
101.SCH*
XBRL Taxonomy Extension Schema Document
Filed herewith.
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith.
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
Filed herewith.
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith.
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
 
 
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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
     
   
GREENCHOICE INTERNATIONAL, INC.
 
Dated: November 28, 2012
 
 
/s/ Antonio Martinez-Guzman
   
ANTONIO MARTINEZ-GUZMAN
   
Its: President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
 
   
Dated: November 28, 2012
/s/ Antonio Martinez-Guzman
 
By: ANTONIO MARTINEZ-GUZMAN
Its: Director
   
   
 
 
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