Green Innovations Ltd. - FORM 10-Q

Green Innovations Ltd. - FORM 10-Q - May 14, 2013

Attached files

Attached files

Green Innovations Ltd. Reports

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Green Innovations Ltd.	Financial_Report.xls
EX-32.2 - CERTIFICATION - Green Innovations Ltd.	gnin_ex322.htm
EX-31.1 - CERTIFICATION - Green Innovations Ltd.	gnin_ex311.htm
EX-31.2 - CERTIFICATION - Green Innovations Ltd.	gnin_ex312.htm
EX-32.1 - CERTIFICATION - Green Innovations Ltd.	gnin_ex321.htm

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 MARCH 31, 2013

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: 333-167227

______________________________________

GREEN INNOVATIONS LTD.

(f/k/a WINECOM, INC.)

(Exact name of registrant as specified in its charter)

______________________________________

Nevada		26-2944840
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

80 SW 8th Street, Suite 2000 Miami, FL		33130
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (239) 829-4372

______________________________________

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 Par Value

(Title of class)

______________________________________

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

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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).

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition 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	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

As of May 8, 2013 the registrant had 32,882,023 shares of its Common Stock, $0.0001 par value, outstanding.

TABLE OF CONTENTS

GREEN INNOVATIONS, LTD.

Part I – Financial Information

Item 1	Financial Statements	3
	Consolidated Balance Sheets as of March 31, 2013 (unaudited) and December 31, 2011	3
	Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 (unaudited)	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (unaudited)	5
	Notes to the Unaudited Consolidated Financial Statements (unaudited)	6

Item 2	Management’s Discussion and Analysis or Plan of Operation	17
Item 3	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4	Controls and Procedures	20

Part II – Other Information

Item 1	Legal Proceedings	22
Item 2	Unregistered Sales Of Equity Securities And Use Of Proceeds	22
Item 3	Defaults Upon Senior Securities	23
Item 4	Mine Safety Disclosures	23
Item 5	Other Information	23
Item 6	Exhibits	24

ITEM 1 FINANCIAL STATEMENTS

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)
and Subsidiaries
Consolidated Balance Sheets

	March 31,			December 31,
	2013			2012
	(unaudited)
ASSETS

Current assets
Cash	$	41,405		$	45,743
Accounts receivable		131,123			190,299
Inventory		263,549			74,879
Prepaid expense		262,716			3,000
Total current assets		698,793			313,921

Intangible assets, net		282,911			287,744
Other assets		100			100

Total assets	$	981,804		$	601,765

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable	$	229,193		$	220,889
Accounts payable to related parties		10,678			21,834
Accrued expenses		103,190			49,670
Accrued expenses to related parties		50,000			-

Total current liabilities		393,061			292,393

Long-term liabilities
Convertible notes, net of discounts		215,457			254,856

Total liabilities		608,518			547,249

Commitments and contingencies (Note 9)

Stockholders' deficit
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, 5,000,000
and no shares issued and outstanding, respectively		500			-
Common stock, $0.0001 par value, 150,000,000 shares authorized, 31,876,468
and 70,000,000 shares issued, issuable and outstanding, respectively		3,188			7,000
Additional paid-in capital		2,755,980			1,237,001
Accumulated deficit		(2,386,382	)		(1,189,485	)
Total stockholders' equity		373,286			54,516

Total liabilities and stockholders' equity	$	981,804		$	601,765

See accompanying notes to unaudited consolidated financial statements.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Consolidated Statements of Operations

For the Three Months Ended March 31,

(unaudited)

	2013			2012

Revenue, net	$	161,705		$	-

Cost of goods sold		142,124			-

Gross profit		19,581			-

Selling, general and administrative (includes stock-based compensation of $1,013,792 and $0, respectively)		1,210,821			-

Operating loss		(1,191,240	)		-

Other income (expense)
Interest expense		(5,657	)		-

Total other income (expense)		(5,657	)		-

Net loss	$	(1,196,897	)	$	-

Net loss per share - basic and diluted	$	(0.03	)	$	-

Weighted average number of shares
outstanding - Basic and Diluted		47,159,577			-

See accompanying notes to unaudited consolidated financial statements.

	2013			2012
Cash flows from operating activities:
Net loss	$	(1,196,897	)	$	-
Adjustments to reconcile net loss to net cash used in operations:
Amortization of intangibles		4,833			-
Amortization of debt discounts to interest expense		341			-
Amortization of options		11,042			-
Issuance of common stock for services		239,625			-
Issuance of warrants on contract		880,000			-
Changes in operating assets and liabilities:
Accounts receivable		59,176			-
Inventory		(188,670	)		-
Prepaid expense		(259,716	)		-
Accounts payable		8,304			-
Accounts payable to related parties		(11,156	)		-
Accrued expenses		53,520			-
Accrued expenses to related parties		50,000			-
Net cash used in operating activities		(349,598	)		-

Cash flows from financing activities:
Proceeds from note		9,560			-
Repayment of note		(49,300	)		-
Proceeds from issuance of common stock		385,000			-
Net cash provided by financing activities		345,260			-

Net decrease in cash		(4,338	)		-

Cash at beginning of period		45,743			-

Cash at end of period	$	41,405		$	-

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-

Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:

Cancellation of common stock	$	(500	)

Issuance of preferred stock	$	500

See accompanying notes to unaudited consolidated financial statements.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Green Innovations Ltd., formerly known as Winecom, Inc. (the “Company,” “we,” “us,” “our” or “Green Innovations”) is a Nevada corporation. The business was started on July 1, 2008. We changed our name on September 24, 2012.

Green Hygienics, Inc. (“Green Hygienics”), a Florida corporation, was formed on August 1, 2012. On September 26, 2012, it was acquired (see Note 3).

Sensational Brands, Inc. (“Sensational Brands”), a Florida corporation, was formed on November 19, 2012. It was formed for the sole purpose of the acquisition of certain assets of Sensational Brands, Inc., a Texas corporation on November 19, 2012 (see Note 3).

Basis of Presentation

The accompanying unaudited consolidated financial statements of Green Innovations Ltd. and Subsidiary have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The results of operations for the interim period ended March 31, 2013 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 31, 2013. In the opinion of the Company’s management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments and business combination adjustments – see Note 2) necessary for a fair presentation of the Company’s results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited consolidated financial statements in the Company’s Form 10-K for the year ended December 31, 2012 filed on March 13, 2013 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Nature of Operations

The Company was formed to develop an Internet social website that catered to wine lovers. In August 2012, with the acquisition of Green Hygienics, the Company changed its operations to the business of importing and distributing bamboo-based hygienic products. The prior operations of the Company have been abandoned effective with the acquisition of Green Hygienics.

Green Hygienics is in the importation, sale, and distribution of hygienic and household products made of bamboo-based paper. On August 1, 2012, Green Hygienics entered into a Licensing Agreement with American Hygienics Corporation (“AHC”), a corporation domiciled in the People's Republic of China, pursuant to we acquired the exclusive right for a period of 5 years to import and distribute AHC's proprietary bamboo pulp-based hygiene products. AHC is the world's largest manufacturer of bamboo-based wet wipes, is internationally certified (ISO 9001:2008, BRC-CP, EPA, Nordic swan, cGMP and GMP) and a member of the world Private Label Manufacturers Association. Exporting to over 45 countries, AHC supplies a number of Multi-National brands and retailers on all continents including customers such as 3M, Carrefour, Tesco, Walmart, and Goodyear. The Licensing Agreement contemplates the distribution of generic, private label, and Green Hygienics branded products, described below. Subject to certain sales targets being met, the exclusive distribution license will be renewable for an additional period of 5 years.

Green Hygienics markets its products under the trademarked names “Sensational” and “Clearly Herbal.” Through licensing agreements, the Company also markets products under the trademarked name “Premium Formulation.” The Company also provides products for its customers and their private label.

Principles of Consolidation

The consolidated financial statements include the accounts of Green Innovations and its wholly-owned subsidiaries (as of March 31, 2013), Green Hygienics and Sensational Brands. All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated 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 from those estimates. Significant estimates in the accompanying consolidated financial statements include the amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion feature debt discounts, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

Cash and Cash Equivalents

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

Accounting for Derivatives

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, “Accounting for the Impairment or Disposal of Long-Lived Assets”. This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses, deposits received from customers for layaway sales and short term loans the carrying amounts approximate fair value due to their short maturities.

We follow accounting guidance for financial and non-financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition

The Company recognizes revenue on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statements”. Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has one primary revenue stream as follows:

•	Delivery of product to a merchant.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options at the grant date by using the Black-Scholes option-pricing model.

Net Earnings (Loss) Per Share

In accordance with ASC 260-10, “Earnings Per Share,” basic net earnings (loss) per common share is computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares which may dilute future earnings per share as of March 31, 2013 consist of convertible notes convertible into 189,430 common shares. Equivalent shares are not utilized when the effect is anti-dilutive (see Note 7).

Segment Information

In accordance with the provisions of ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information,” the Company is required to report financial and descriptive information about its reportable operating segments. The Company does not have any operating segments as of March 31, 2013 and 2012.

Effect of Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. No new standards had any material effect on these unaudited consolidated financial statements. The accounting pronouncements issued subsequent to the date of these unaudited consolidated financial statements that were considered significant by management were evaluated for the potential effect on these unaudited consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these unaudited consolidated financial statements as presented and does not anticipate the need for any future restatement of these unaudited consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to March 31, 2013 through the date these unaudited consolidated financial statements were issued.

NOTE 2 – BUSINESS ACQUISITIONS AND ASSET ACQUISITIONS

Green Hygienics, Inc.

On September 26, 2012, the Company acquired all of the voting capital stock of Green Hygienics in exchange for 49,500,000 shares of common stock. Green Hygienics was owned solely by Bruce Harmon. Green Hygienics had just begun its operations through the licensing agreement with AHC. At the time of the acquisition, through its sales efforts, Green Hygienics was in the process of finalizing several orders for its products with major retailers and distributors in the United States.

This transaction was treated as a reverse merger therefore the financials prior to the acquisition are those of Green Hygienics which was not in operation and/or in existence therefore the balances reflect zero. There was a related party note (see Note 4) which was properly recorded at March 31, 2013 as part of the combined company.

The purchase price was allocated first to record identifiable acquired assets and assumed liabilities at fair value as follows:

Cash	$	13,309
Total assets acquired		13,309
Liabilities assumed		(57,437	)
Net value purchased	$	(44,128	)

There were no historical operations and no expenses for Green Hygienics as of the purchase date. The stock of the Company has not been traded in a significant period therefore the value of the purchase is immaterial offset by stock with no determinable value.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

Sensational Brands, Inc.

On November 19, 2012, Sensational Brands acquired certain assets via an asset purchase agreement (“APA”) with Sensational Brands, Inc., a Texas corporation (“SBI-TX”). SBI-TX is owned by an employee of Green Hygienics. The APA was to acquire certain assets, primarily the trademark “SENSATIONAL” as registered with the United States Patent and Trademark Office.

The Company paid SBI-TX 500,000 warrants for common stock of the Company (see Note 8).

Clearly Herbal

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with the United States Patent and Trademark Office. The Company paid the owner of CHI 300,000 shares of restricted common stock of the Company (see Note 5 and 9). As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company will be obligated to issue additional shares of restricted common stock should the price be below $1.20.

NOTE 3 - GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company sustained net losses of $1,196,897 and used cash in operating activities of $349,598 for the three months ended March 31, 2013. The Company had working capital, stockholders’ equity and accumulated deficit of $305,732, $373,286 and $2,386,382, respectively, at March 31, 2013. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – NOTES AND CONVERTIBLE NOTES PAYABLE, AND NOTES PAYABLE RELATED PARTIES, NET OF DISCOUNTS AND PREMIUMS

Notes and convertible notes payable, all classified as current at March 31, 2013 and December 31, 2012, consists of the following:

	March 31, 2013									December 31, 2012
								Principal,						Principal,
Notes and convertible notes,			Put		Debt			net of				Put		net of
net of discounts	Principal		Premium		Discounts			Discounts		Principal		Premium		Discounts

Kachess Financial Corporation (1)	$	-	$	-	$	-		$	-	$	19,500	$	-	$	19,500
Kachess Financial Corporation (1)		-		-		-			-		20,000		-		20,000
Kachess Financial Corporation (1)		-		-		-			-		6,800		-		6,800
Kachess Financial Corporation (1)		-		-		-			-		3,000		-		3,000
Coventry Capital, LLC (1)		30,000		3,333		-			33,333		30,000		3,333		33,333
Coventry Capital, LLC (1)		50,000		5,556		-			55,556		50,000		5,556		55,556
Coventry Capital, LLC (1)		20,000		2,222		-			22,222		20,000		2,222		22,222
Coventry Capital, LLC (1)		35,000		3,889		-			38,889		35,000		3,889		38,889
Coventry Capital, LLC (1)		50,000		5,556		-			55,556		50,000		5,556		55,556
Avanti Distribution, Inc. (1)		9,560		4,097		(3,756	)		9,901		-		-		-
Total	$	194,560	$	24,653	$	(3,756	)	$	215,457	$	234,300	$	20,556	$	254,856

(1) Convertible.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

On August 15, 2012, the Company executed a convertible promissory note with Coventry Capital, LLC (“Coventry Capital”) for $30,000. The note bears interest at the rate of 10% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $2,025 and $378, respectively. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time.

On August 29, 2012, Green Hygienics executed a convertible promissory with Kachess Financial Corporation (“Kachess”) for $19,500. The note bears interest at the rate of 12% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $0 and $212, respectively. The conversion price is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for the preceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $1,077 for a total payment of $20,577.

On August 30, 2012, Green Hygienics executed a convertible promissory with Kachess for $20,000. The note bears interest at the rate of 12% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $0 and $210, respectively. The conversion price is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for the preceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $1,098 for a total payment of $21,098.

On September 4, 2012, Green Hygienics executed a convertible promissory with Kachess for $6,800. The note bears interest at the rate of 12% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $60 and $0, respectively. The conversion price is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for the preceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $362 for a total payment of $7,162.

On October 4, 2012, Green Hygienics executed a convertible promissory with Kachess for $3,000. The note bears interest at the rate of 12% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $0 and $88, respectively. The conversion price is the lower of $0.01 per share or 70% of the average of the closing prices of the Company’s common stock for the preceding three trading days. As part of the acquisition of Green Hygienics by Green Innovation, the notes were assumed by Green Innovations. Due to the lack of trading and no market for the common stock of the Company, any discount value is unable to be calculated at this time. On February 13, 2013, the Company repaid the principal and accrued interest of $130 for a total payment of $3,130.

On October 17, 2012, the Company executed a convertible promissory note with Coventry Capital for $50,000. The note bears interest at the rate of 10% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $2,274 and $1,041, respectively. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 6, 2012, the Company executed a convertible promissory note with Coventry Capital for $20,000. The note bears interest at the rate of 10% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $635 and $142, respectively. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 18, 2012, the Company executed a convertible promissory note with Coventry Capital for $35,000. The note bears interest at the rate of 10% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $997 and $134, respectively. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On December 28, 2012, the Company executed a convertible promissory note with Coventry Capital for $50,000. The note bears interest at the rate of 10% per annum which accrues. As of March 31, 2013 and December 31, 2012, the accrued interest was $1,288 and $55, respectively. The conversion price is equal to 90% of the average of the closing prices of the Company’s common stock for the preceding five trading days. Due to the lack of trading and no market for the common stock of the Company, any discount value was not calculated.

On March 14, 2013, the Company executed a convertible promissory note with Avanti Distribution, Inc. for $9,560. The note bears interest at the rate of 12% per annum which accrues. As of March 31, 2013, the accrued interest was $55. The conversion price is equal to 70% of the average of the closing prices of the Company’s common stock for the preceding five trading days. The Company recorded a debt discount of $3,756.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of May 10, 2013, there were no pending or threatened lawsuits.

Lease Commitment

The Company has two office lease agreements starting on August 1, 2012 and November 1, 2012. On June 1, 2013, the Company will move into its new office and terminate the August 1, 2012 lease. Future minimum lease payments under these leases are as follows:

2013	$	8,862
2014		12,700
2015		5,500

Total	$	27,062

Rent expense for the three months ended March 31, 2012 and 2011 was $1,056 and $0, respectively.

Other

Green Hygienics has contracted with Bibby International Trade Finance, Inc. (d/b/a Bibby Purchase Order Finance) to provide accounts receivable factoring.

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with the United States Patent and Trademark Office. The Company paid the owner of CHI 300,000 shares of restricted common stock of the Company (see Note 2 and 9). As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company will be obligated to issue additional shares of restricted common stock should the price be below $1.20.

On April 4, 2013, Green Hygienics contracted to acquire certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with in the United Kingdom. The closing date is set for July 4, 2013 or earlier. The Company will pay the owner of CHI 200,000 shares of restricted common stock of the Company (see Note 9). As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company will be obligated to issue additional shares of restricted common stock should the price be below $1.20.

NOTE 6 – RELATED PARTIES

Bruce Harmon (“Harmon”), CFO and Chairman of the Company, has payables and accrued expense (includes accrued compensation) due to him of $60,678 and $51,834, as of March 31, 2013 and December 31, 2012, respectively.

On September 26, 2012, with the acquisition of Green Hygienics by Green Innovations, Harmon was issued 49,500,000 shares of common in exchange for the common stock of Green Hygienics.

On September 26, 2012, with the acquisition of Green Hygienics by Green Innovations, Harmon was issued 49,500,000 shares of common in exchange for the common stock of Green Hygienics. On February 17, 2013, Harmon cancelled 45,000,000 shares of common stock in exchange for 5,000,000 shares of Series A preferred stock (see Note 7).

On November 19, 2012, a subsidiary of the Company acquired, via an APA, certain assets from SBI-TX, from W. Ray (“Tray”) Harrison, Jr. (“Harrison”), an employee of Green Hygienics.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

On February 7, 2013, the Company and Mr. Harmon executed a Share Cancellation / Exchange / Return to Treasury Agreement. Mr. Harmon returned to the Company 45,000,000 shares of common stock in exchange for 5,000,000 shares of Series A preferred stock. The common shares were cancelled.

On April 4, 2013, Yogesh Parmar, a member of the Advisory Board, purchased 100,000 shares of common stock at a discounted price of $0.54 per share for $50,000 (see Note 9).

On May 8, 2013, Nilesh Parmar, a co-owner of American Hygienics Corporation, a supplier to the Company, purchased 125,000 shares of common stock at a discounted price of $0.40 per share for $50,000 (see Note 9).

On May 8, 2013, Kalpesh Parmar, a member of the Advisory Board and co-owner of American Hygienics Corporation, a supplier to the Company, purchased 125,000 shares of common stock at a discounted price of $0.40 per share for $50,000 (see Note 9).

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company authorized 50,000,000 shares of preferred stock with a par value of $0.0001. On November 7, 2012, the Company’s Board of Directors approved the filing of a Certificate of Designation of the Preferences and Rights of Series A Preferred Stock of Green Innovations Ltd. (“Certificate of Designation”) with the Secretary of State of the State of Nevada authorizing the creation of a new series of preferred stock designated as “Series A Preferred Stock” pursuant to the authority granted to the Board of Directors under the Company’s Amended and Restated Certificate of Incorporation and Section NRS 78.1955 of the Nevada General Corporation Law. The Certificate of Designation was filed with the Nevada Department of State on November 7, 2012. The Certificate of Designation created 5,000,000 shares of Series A Preferred Stock. Each holder of Series A Preferred Stock will be entitled to participate in dividends or distributions payable to holders of the Company’s common stock at a rate of the dividend payable to each share of Common Stock multiplied by the number of shares of Common Stock that each share of such holder’s Series A Preferred Stock is convertible into. Each share of Series A Preferred Stock is convertible, at the option of the holder of the Series A Preferred Stock, into one share of the Company’s common stock. Shares of the Series A Preferred Stock will be issued to certain officers of the Company as the Board determines for consideration of the exchange for shares of common stock of the Company. Each shares of Series A Preferred Stock will be entitled to ten (10) votes on all matters submitted to a vote of the stockholders of the Company (“Enhanced Voting Rights”). Upon the liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock will participate in the distribution of the Company’s assets with the holders of the Company’s Common Stock pro rata based on the number of shares of Common Stock held by each (assuming conversion of all shares of Series A Preferred Stock). Due to the Enhanced Voting Rights, following the issuance of shares of Series A Preferred Stock, the holders of the Series A Preferred Stock may be able to exercise voting control over the Company. In such case, the holders of the Series A Preferred Stock may gain the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, going private transactions, and other extraordinary transactions. The concentration of voting control in the Series A Preferred Stock could discourage investments in the Company, or prevent a potential takeover of the Company which may have a negative impact on the value of the Company’s securities. In addition, the liquidation rights granted to the holders of the Series A Preferred Stock will have a dilutive effect on the distributions available to the holders of the Company’s common stock. As of March 31, 2013, there were 5,000,000 shares issued or outstanding.

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock, as amended on August 15, 2012, with a par value of $0.0001. The common stock is voting. On September 24, 2012, the Company amended its authorized shares to 150,000,000.

On August 15, 2012, the Company had a forward split of its stock with twenty shares for one share as the effect. All instances where common stock is mentioned in these statements reflect the 20:1 split.

On September 26, 2012, the Company acquired Green Hygienics in exchange for 49,500,000 shares of common stock of the Company. These shares were issued in October 2012.

In October 2012, the two directors and former officers of the Company, Mordechai David and Shamir Benita, cancelled 79,500,000 shares of common stock issued to them.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

On January 18, 2013, the Company sold 300,000 shares of restricted common stock to Belmont Group Ltd. for $180,000 at a price of $0.60 per share.

On February 4, 2013, the Company appointed Kalpesh Parmar to its Advisory Board. As compensation for the appointment, Mr. Parmar will be issued 12,500 shares quarterly for his service. As of March 31, 2013, these shares were issuable and recorded at a value of $0.83 per share (the closing price the previous day) or $10,375.

On February 11, 2013, the Company appointed Mark DeFilippo to its Advisory Board. As compensation for the appointment, Mr. DeFilippo will be issued 12,500 shares quarterly for his service. As of March 31, 2013, these shares were issuable and recorded at a value of $0.97 per share (the closing price the previous day) or $12,125. The shares were issued in April 2013.

On February 12, 2013, the Company sold 107,143 shares of restricted common stock to Coventry Capital for $150,000 at a price of $1.40 per share (the closing price the previous day). The shares were recorded as issuable as of March 31, 2013 and were issued in April 2013.

On February 18, 2013, the Company appointed Sandy Greenberg to its Advisory Board. As compensation for the appointment, Mr. Greenberg will be issued 12,500 shares quarterly for his service. As of March 31, 2013, these shares were issuable and recorded at a value of $2.22 per share (the closing price the previous day) or $27,750. The shares were issued in April 2013.

On February 18, 2013, the Company appointed Michael Perfetti to its Advisory Board. As compensation for the appointment, Mr. Perfetti will be issued 12,500 shares quarterly for his service. As of March 31, 2013, these shares were issuable and recorded at a value of $2.22 per share (the closing price the previous day) or $27,750. The shares were issued in April 2013.

On February 19, 2013, the Company declared a share dividend on a basis of 1.24:1 as of the record date of February 19, 2013, thereby all common shareholders shall receive 0.24 of a share for every one share owned. The Company’s issued and outstanding shall increase from 25,000,000 to 31,000,000 shares of common stock. The shares issued to Messrs. Parmar, DeFilippo, Greenberg, Perfetti and Parmar were not eligible for the dividend as they were not issued. The shares of common stock purchased by Coventry Capital on February 12, 2013 were not issued prior to the dividend therefore the Company issued and additional 46,611 shares of common stock to Coventry Capital for the dividend. The total shares issued for the dividend was 6,046,611.

On February 19, 2013, the Company appointed Yogesh Parmar to its Advisory Board. As compensation for the appointment, Mr. Parmar will be issued 12,500 shares quarterly for his service. As of March 31, 2013, these shares were issuable and recorded at a value of $2.22 per share (the closing price the previous day) or $27,750. The shares were issued in April 2013.

On February 22, 2013, the Company appointed Philip C. Rundle to its Advisory Board. As compensation for the appointment, Mr. Rundle was to be issued 12,500 shares quarterly for his service. As of March 31, 2013, these shares were issuable and recorded at a value of $0.51 per share (the closing price the previous day) or $6,375. The shares were issued in April 2013.

On February 22, 2013, the Company contracted with Vincent & Rees (“V&R”) to serve as the Company’s legal counsel. As compensation for the agreement, V&R received 250,000 shares of restricted common stock of the Company. As of March 31, 2013, these shares were issuable and recorded at a value of $0.51 per share (the closing price the previous day) or $127,500. The shares were issued in April 2013.

Stock Warrants

The Company has granted warrants to employees. Warrant activity for employees the three months ended March 31, 2013 is as follows:

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number		Exercise		Contractual		Intrinsic
	of Warrants		Price		Terms		Value

Outstanding at December 31, 2012		500,000	$	0.01

Granted		-	$	-
Forfeited		-	$	-
Expired		-	$	-

Outstanding at March 31, 2013		500,000	$	0.01		4.59	$	595,000

Exercisable at March 31, 2013		500,000	$	0.01

Weighted Average Grant Date Fair Value			$	0.01

On November 19, 2012, the Company issued 500,000 fully vested warrants with an exercise price of $0.01 per share for common stock to W. Ray Harrison, Jr. as compensation for the APA with SBI-TX (see Note 3). The warrants were valued at $0.58 per warrant or $290,000 using the average price for our common stock.

The Company has granted warrants to non-employees. Warrant activity for non-employees the three months ended March 31, 2013 is as follows:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number		Exercise		Contractual		Intrinsic
	of Warrants		Price		Terms		Value

Outstanding at December 31, 2012		1,000,000	$	0.01

Granted		1,000,000	$	0.01
Forfeited		-	$	-
Expired		-	$	-

Outstanding at March 31, 2013		2,000,000	$	0.01		4.78	$	2,380,000

Exercisable at March 31, 2013		2,000,000	$	0.01

Weighted Average Grant Date Fair Value			$	0.01

On November 1, 2012, the Company issued 1,000,000 fully vested warrants with an exercise price of $0.01 per share for common stock to RJR Manufacturers’ Agent as compensation for services. The warrants were valued at $0.43 per warrant or $430,000 using the average price for our common stock.

On March 17, 2013, the Company issued 1,000,000 fully vested warrants with an exercise price of $0.01 per share for common stock to Ecotrade Solutions Ltd. as compensation for services. The warrants were valued at $0.88 per warrant or $880,000 using the average price for our common stock.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

Stock Options

The Company approved the 2012 Stock Option Plan on November 14, 2012 under which 10,000,000 shares were reserved for issuance.

The Company has granted options to employees. Options activity for the three months ended March 31, 2013 is as follows:

			Weighted		Weighted Average
			Average		Remaining		Aggregate
	Number		Exercise		Contractual		Intrinsic
	of Options		Price		Terms		Value

Outstanding at December 31, 2012		1,250,000	$	0.01

Granted		-	$	-
Exercised		-	$	-
Forfeited		-	$	-
Expired		-	$	-

Outstanding at March 31, 2013		1,250,000	$	0.01		4.63	$	1,487,500

Exercisable at March 31, 2013		1,000,000	$	0.01

Weighted Average Grant Date Fair Value			$	0.01

On November 14, 2012, the Company granted Bruce Harmon 1,000,000 options for common stock. The options are fully-vested at issuance, have a five-year life, and have an exercise price of $0.01. The options were valued at $0.53 per option or $530,000 using the average price of our common stock.

On November 14, 2012, the Company granted W. Ray Harrison, Jr. 250,000 options for common stock. The options are fully-vested at issuance, have a five-year life, and have an exercise price of $0.01. The options were valued at $0.53 per option or $132,500 using the average price of our common stock.

NOTE 8 – CONCENTRATIONS

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments.

The Company places its temporary cash investments with financial institutions insured by the FDIC. No amounts exceeded federally insured limits as of March 31, 2013. There have been no losses in these accounts through March 31, 2013.

Concentration of Intellectual Property

The Company owns the trademark “SENSATIONAL” and “CLEARLY HERBAL” through the acquisition from SBI-TX (see Note 3) and CHI (see Note 3), respectively, as filed with the United States Patent and Trademark Office.

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Notes to Consolidated Financial Statements

March 31, 2013

(unaudited)

NOTE 9 – SUBSEQUENT EVENTS

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The purpose of the APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered with the United States Patent and Trademark Office. The Company paid the owner of CHI 300,000 shares of restricted common stock of the Company (see Note 2 and 5). As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company will be obligated to issue additional shares of restricted common stock should the price be below $1.20.

On April 4, 2013, Green Hygienics contracted to acquire certain assets via an asset purchase agreement (“APA”) with Clearly Herbal International Ltd., a British Virgin Islands corporation (“CHI”). The purpose of the APA was to acquire certain assets, primarily the trademark “CLEARLY HERBAL” as registered in the United Kingdom. The closing date is set for July 4, 2013 or earlier. The Company will pay the owner of CHI 200,000 shares of restricted common stock of the Company (see Note 5). As a condition of the acquisition, the Company guaranteed that the 10-day volume weighted average price on the date six months after closing to be at least $1.20. The Company will be obligated to issue additional shares of restricted common stock should the price be below $1.20.

On April 4, 2013, Yogesh Parmar, a member of the Advisory Board, purchased 100,000 shares of common stock at a discounted price of $0.54 per share for $50,000 (see Note 6).

On April 4, 2013, Alain Cameron purchased 55,555 shares of common stock at a discounted price of $0.54 per share for $30,000.

On April 4, 2013, RJR Manufacturers’ Agent, an independent consultant of the Company, requested that the Company convert its accrued compensation balance of $50,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.68 per share, the closing price of the prior day, or a 30% discount at the date of conversion, whichever is lesser.

On April 4, 2013, Bruce Harmon, an officer of the Company, requested that the Company convert his accrued compensation balance of $50,000 into a convertible note payable with 12% interest per annum, with a conversion feature of $0.68 per share, the closing price of the prior day, or a 30% discount at the date of conversion, whichever is lesser.

On April 15, 2013, the Company entered into a one year convertible promissory note agreement for $500,000 with JMJ Financial. The note is non-interest bearing for the first 90 days and subsequent to that, the note has an interest rate of 5% per annum. The note, at the holder’s option, is convertible at $1.04 per share and if the price per share at the time of conversion is greater than $1.04 per share, on average for the previous 25 trading days, the conversion rate shall have a 25% discount, with the minimum price of $1.04 per share. On April 17, 2013, the Company received $100,000. The 25% discount created a beneficial conversion feature at the commitment date which will be recorded accordingly and will be accreted monthly from the issuance date of the note through maturity.

On April 15, 2013, the Company granted 300,000 shares of common stock to Philip C. Rundle, the chief executive officer of the Company, as part of his employment agreement.

On May 8, 2013, Nilesh Parmar, a co-owner of American Hygienics Corporation, a supplier to the Company, purchased 125,000 shares of common stock at a discounted price of $0.40 per share for $50,000.

On May 8, 2013, the Company entered into a convertible promissory note with Avalon Capital Corp. for $100,000. The note bears interest at 12% per annum, matures on November 8, 2013, and converts at the lesser of $0.55 per share or a 40% discount at the time of conversion.

ITEM 2.

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

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” ”will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Form 10-K dated December 31, 2011 for the fiscal year ended December 31, 2011 and in our subsequent filings with the Securities and Exchange Commission.

THESE FORWARD LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR ANTICIPATED RESULTS, INCLUDING THOSE SET FORTH UNDER "RISK FACTORS" AS FILED IN FORM 8-K DATED SEPTEMBER 26, 2012 AND ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH "SELECTED FINANCIAL DATA" AND THE COMPANY'S FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

Company Overview

The Company was a startup company that was incorporated in Nevada under the name Winecom, Inc. on July 1, 2008. The stockholders of the Company on August 15, 2012, approved a forward split of one share of common stock for twenty shares of common stock. On August 15, 2012, the Company filed with the State of Nevada for a name change to Green Innovations Ltd. (“Green Innovations”). On September 20, 2012, the Company filed with FINRA for its name change and a symbol change. On September 28, 2012, FINRA notified the Company of its symbol change from WNCM.OB to WNCMD.OB for thirty days, effective October 1, 2012, and then the subsequent change to GNIN.OB, to be traded on the NASDAQ OTC Bulletin Board. The Florida-based company is an importer and wholesaler of bamboo-based hygienic products through a licensing agreement for proprietary products. On September 26, 2012, the Company acquired Green Hygienics, Inc., a Florida corporation, as noted in Form 8-K dated September 26, 2012. The officer and director of the acquired company was the sole officer and a director of the Company at the time of the acquisition.

Results of Operations

Three months ended March 31, 2013 compared to the three months ended March 31, 2012

Revenue. For the three months ended March 31, 2013, our revenue was $161,705, compared to $0 for the same period in 2012.

Gross Profit. For the three months ended March 31, 2013, our gross profit was $19,581, compared to $0 for the same period in 2012.

Selling, General and Administrative Expenses. For the three months ended March 31, 2013, selling, general and administrative expenses were $1,210,821 compared to $0 for the same period in 2012. This increase was primarily caused by the acquisition of Green Hygienics in August 2012. The Company recorded stock-based compensation of $1,013,792, or 83.7% of the selling, general and administrative expenses. Excluding the stock-based compensation, the selling, general and administrative expenses were $197,029.

Net Loss. We generated net losses of $1,196,897 for the three months ended March 31, 2013 compared to $0 for the same period in 2012. The net loss increase was attributable to the acquisition of Green Hygienics in August 2012. Additionally, $1,013,792 of the total net loss was attributable to stock-based compensation. Excluding the stock-based compensation, the net loss was $183,105.

Liquidity and Capital Resources

General. At March 31, 2013, we had cash and cash equivalents of $41,405. We have historically met our cash needs through a combination of proceeds from financing from third parties. Our cash requirements are generally for selling, general and administrative activities. We believe that our cash balance is not sufficient to finance our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next 12 months.

Our operating activities used cash in operations of $349,598 for the three months ended March 31, 2013, and we used cash in operations of $0 during the same period in 2012. The principal elements of cash flow from operations for the three months ended March 31, 2013 included a net loss of $1,186,493, primarily by increases in stock-based compensation, $1,130,667, accrued expenses to related parties, $50,000, inventory, $137,334, prepaid expenses, $265,889, offset by decreases in accounts receivable, $59,176, accounts payable and accounts payable to related parties, $11,156.

Cash provided by investing activities was $0 for the three months ended March 31, 2013, compared to $0 during the comparable period in 2012. This was due to the cash acquired in the acquisition.

Cash provided by our financing activities was $345,260 for the three months ended March 31, 2013, compared to $0 during the comparable period in 2012. This increase was primarily attributed to proceeds from notes payable and the sale of common stock.

As of March 31, 2013, current assets exceeded current liabilities by 1.9 times. Current assets increased from $313,921 at December 31, 2012 to $653,630 at March 31, 2013 whereas current liabilities increased from $292,393 at December 31, 2012 to $337,494 at March 31, 2013.

GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had sales of $161,705 and net losses of $1,196,897 for the three months ended March 31, 2013 compared to sales of $0 and net loss of $0 for the three months ended March 31, 2012. The Company had working capital, stockholders’ equity, and accumulated deficit of $305,732, $373,286 and $2,386,382, respectively, at March 31, 2013, and used cash in operations of $349,598 in the three months ended March 31, 2013. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company is highly dependent on its ability to continue to obtain investment capital from future funding opportunities to fund the current and planned operating levels. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital from future funding opportunities. No assurance can be given that the Company will be successful in these efforts.

CRITICAL ACCOUNTING POLICIES

Principles of Consolidation

Use of Estimates

The preparation of consolidated 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 from those estimates. Significant estimates in the accompanying unaudited consolidated financial statements include the valuation and purchase price allocation of assets acquired and liabilities assumed in business combination, amortization period for intangible assets, valuation and impairment valuation of intangible assets, depreciable lives of the web site and property and equipment, valuation of warrants and beneficial conversion features, valuation of derivatives, valuation of share-based payments and the valuation allowance on deferred tax assets.

Changes in Accounting Principles

No significant changes in accounting principles were adopted during the three months ended March 31, 2013.

Derivatives

Impairment of Long-Lived Assets

Fair Value of Financial Instruments

The Company measures their financial assets and liabilities in accordance with generally accepted accounting principles. For certain of our financial instruments, including cash, accounts payable, accrued expenses escrow liability and short-term loans the carrying amounts approximate fair value due to their short maturities.

Effective January 1, 2008, we adopted accounting guidance for financial and non-financial assets and liabilities. The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

Revenue Recognition

Revenues are recognized on our products in accordance with ASC 605-10, “Revenue Recognition in Financial Statement.” Under these guidelines, revenue is recognized on sales transactions when all of the following exist: persuasive evidence of an arrangement did exist, delivery of service has occurred, the sales price to the buyer is fixed or determinable and collectability is reasonably assured. The Company has several revenue streams as follows:

·	Delivery of product to a merchant.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

Net Earnings (Loss) Per Share

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As the Company is a “smaller reporting company,” this item is inapplicable.

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 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 by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

1.	The Company intends to appoint additional independent directors;
2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management intends to implement the following measures:

▪	The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.

▪	The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.

▪	The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.

▪	Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon The Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control over Financial Reporting

Except as set forth above, due to the new business plan, we are in the process of finalizing our controls over the new business process.

Limitations on the Effectiveness of Controls

The Company’s management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

On January 18, 2013, the Company sold 300,000 shares of restricted common stock to Belmont Group Ltd. for $180,000 at a price of $0.60 per share.

On February 11, 2013, the Company appointed Mark DeFilippo to its Advisory Board. As compensation for the appointment, Mr. DeFilippo was issued 12,500 shares in April 2013.

On February 12, 2013, the Company sold 107,143 shares of restricted common stock to Coventry Capital for $150,000 at a price of $1.40 per share. The shares were issued in April 2013.

On February 18, 2013, the Company appointed Sandy Greenberg to its Advisory Board. As compensation for the appointment, Mr. Greenberg was issued 12,500 shares in April 2013.

On February 18, 2013, the Company appointed Michael Perfetti to its Advisory Board. As compensation for the appointment, Mr. Perfetti was issued 12,500 shares in April 2013.

On April 4, 2013, Green Hygienics acquired certain assets via an asset purchase agreement with Clearly Herbal International Ltd., a British Virgin Islands corporation. The Company paid the owner of CHI 300,000 shares of restricted common stock of the Company.

On April 4, 2013, Yogesh Parmar, a member of the Advisory Board, purchased 100,000 shares of common stock at a discounted price of $0.54 per share for $50,000.

On April 15, 2013, Philip C. Rundle, the Company’s chief executive officer, was granted 300,000 shares of common stock as part of his employment compensation.

On May 8, 2013, Nilesh Parmar, a co-owner of American Hygienics Corporation, a supplier to the Company, purchased 125,000 shares of common stock at a discounted price of $0.40 per share for $50,000.

The Securities were issued pursuant to exemptions from registration requirements relying on Section 4(2) of the Securities Act of 1933 and upon Rule 506 of Regulation D of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

On May 7, 2013, the Company terminated its relationship with Securities Transfer Corporation, its independent transfer agent. On May 8, 2013, the Company contracted with Transfer Online, Inc. (“TOL,” www.transferonline.com) as its independent transfer agent. TOL’s contact information is 512 W. Salmon Street, 2nd Floor, Portland, OR 97214, 503-227-2950.

On April 15, 2013, the Company appointed Philip C. Rundle as chief executive officer of the Company. As compensation for his appointment, Mr. Rundle will receive $234,900 for his first year of employment, 300,000 shares of common stock upon execution of the agreement, and incentives for an additional 300,000 shares of common stock and cash compensation based on various milestones.

ITEM 6. EXHIBITS

Number		Description

3.1		Articles of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on June 1, 2010)

3.2		Bylaws (incorporated by reference to our Current Report on Form 8-K filed on June 1, 2010)

3.3		Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on October 1, 2012)

10.1		Share Exchange Agreement between the Company, Green Hygienics, Inc. and Bruce Harmon dated September 26, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2012)

10.2		Licensing Agreement between American Hygienics Corporation and Green Hygienics, Inc. dated August 1, 2012 (incorporated by reference to our Current Report on Form 8-K filed on September 26, 2012)

10.3		Release between the Company and Mordechay David dated October 10, 2012 (incorporated by reference to our Current Report on Form 8-K filed on October 23, 2012)

10.4		Release between the Company and Shamir Benita dated October 10, 2012 (incorporated by reference to our Current Report on Form 8-K on October 23, 2012)

21.1		Subsidiaries of the Registrant: Green Hygienics, Inc., a Florida corporation

31.1 (1)		Certification of Chief Executive Officer of Green Innovations Ltd. Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 (1)		Certification of Chief Executive Officer of Green Innovations Ltd. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

99.1		Asset Purchase and Sale Agreement with Clearly Herbal International dated April 4, 2013 for the United States trademark

99.2		Asset Purchase and Sale Agreement with Clearly Herbal International dated April 4, 2013 for the United Kingdom trademark

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

(1) Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

	GREEN INNOVATIONS LTD.

Date: May 14, 2013	By:	/s/ Philip C. Rundle
		Philip C. Rundle
		Chief Executive Officer

Date: May 14, 2013	By:	/s/ Bruce Harmon
		Bruce Harmon
		Chief Financial Officer

GREEN INNOVATIONS LTD. (f/k/a Winecom, Inc.)

and Subsidiaries

Consolidated Statements of Cash Flows

For the Three Months Ended March 31,