UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark one)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2013

OR

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________to

Commission File Number:  000-54492

IPOWorld

(Exact name of registrant as specified in its charter)

Nevada		27-3088652
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

 

Balgriststrasse 106A, Zürich, Switzerland		8008
(Address of principal executive offices)		(Zip Code)

 

(41) (0) 78824 3999

(Registrant’s telephone number, including area code)

 

Copies of Communications to:

Law Offices of Thomas C. Cook, Ltd.

500 N. Rainbow, Suite 300

Las Vegas, NV 89107

(702) 221-1925

Fax (702) 221-1964

 

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 þ No 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o Not Applicable

 

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

 

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller Reporting Company þ
(Do not check if a smaller reporting company

 

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

 

There were 25,000,000 shares of Common Stock outstanding as of May 17, 2013.

 

 

 

 

 

Table of Contents

IPOWorld

Index to Form 10-Q

For the Quarterly Period Ended March 31, 2013

 

PART I	Financial Information	3
ITEM 1.	Consolidated Financial Statements (unaudited)	3
	Consolidated Balance Sheets as of March 31, 2013 and September 30, 2012	3
	Consolidated Statements of Operations for the three months and six months ended March 31, 2013, and March 31, 2012 and from inception (April 26, 2010) to March 31, 2013	4
	Consolidated Cash Flows for the six months ended March 31, 2013, March 31, 2012 and from inception (April 26, 2010) to March 31, 2013	5
	Notes to the Consolidated  Financial Statements	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	16
ITEM 4T.	Controls and Procedures	16
PART II	Other Information	20
ITEM 1.	Legal Proceedings	20
ITEM 1A.	Risk Factors	20
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 3.	Defaults Upon Senior Securities	20
ITEM 4.	Mine Safety Disclosures	20
ITEM 5.	Other Information	21
ITEM 6.	Exhibits	21
	SIGNATURES	22

 

 

 

 

2

 

 

 

 

Part I. Financial Information

Item 1. Consolidated Financial Statements

 

IPOWorld

(formerly General Cleaning and Maintenance)

(A Development Stage Company)

Consolidated Balance Sheets

(Unaudited)

 

				March 31, 2013		September 30, 2012
		ASSETS
Current assets:
	Cash			$                             -		$                      6,275
		Total current assets		-		6,275
TOTAL ASSETS				$                             -		$                      6,275
		LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued expense			$                             -		$                      5,250
		Total current liabilities		-		5,250
TOTAL LIABILITIES				-		5,250
Stockholders' equity:
	Preferred stock, $0.001 par value, 15,000,000			-		-
		shares authorized, 0 shares issued and
		outstanding
	Common stock, $0.001 par value, 185,000,000 shares			25,000		25,000
		authorized, 25,000,000 and 25,000,000 issued and
		outstanding as of 3/31/2013 and 9/30/2012,
		respectively
	Additional paid-in capital			15,075		9,000
	Deficit accumulated during development stage			(40,075)		(32,975)
		Total stockholders' equity		-		1,025
TOTAL LIABILITIES AND STOCKHOLDERS'
	EQUITY			$                             -		$                      6,275

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 

IPOWorld

(formerly General Cleaning and Maintenance)

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

 

 

			For the three months ended March 31, 2013		For the three months ended March 31, 2012		For the six months ended March 31, 2013		For the six months ended March 31, 2012		From inception (April 26, 2010) to March 31, 2013
Revenue			$                -		$                -		$                -		$                -		$                      -
Expenses:
	Auditing fees		2,000		3,000		7,100		7,700		28,550
	General and administrative		-		-		-		1,325		1,525
	Legal fees		-		-		-		-		10,000
		Total expenses	2,000		3,000		7,100		9,025		40,075
Net loss			$     (2,000)		$     (3,000)		$     (7,100)		$     (9,025)		$         (40,075)
Weighted average number of common
	shares outstanding- basic		25,000,000		25,000,000		25,000,000		24,836,066
Net loss per share			$       (0.00)		$       (0.00)		$       (0.00)		$       (0.00)

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 

IPOWorld

(formerly General Cleaning and Maintenance)

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

 

 

			For the six months ended March 31, 2013		For the six months ended March 31, 2012		From inception (April 26, 2010) to March 31, 2013
OPERATING ACTIVITIES
Net loss			$          (7,100)		$          (9,025)		$                  (40,075)
Changes in current assets and liabilities
	Decrease in accounts payable		(5,250)		-		-
Net cash used by operating activities			(12,350)		(9,025)		(40,075)
FINANCING ACTIVITIES
Contributed capital			6,075		-		6,075
Sale of common stock			-		10,000		34,000
Net cash provided by financing activities			6,075		10,000		40,075
NET INCREASE (DECREASE) IN CASH			(6,275)		975		-
CASH - BEGINNING OF THE PERIOD			6,275		5,300		-
CASH - END OF THE PERIOD			$                     -		$            6,275		$                               -

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

 

 

IPOWorld

(formerly General Cleaning and Maintenance)

(A Development Stage Company)

Notes to Consolidated Financial Statements

March 31, 2013

(Unaudited)

 

NOTE 1.- FINANCIAL STATEMENTS

 

On February 13, 2013, the Company changed its name from General Cleaning and Maintenance to IPOWorld. Concurrently, it also increased its authorized shares of common stock from 75,000,000 to 185,000,000 shares of common stock, par value $0.001, and added the authorization for up to 15,000,000 shares of preferred stock, par value $0.001.

 

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2013 and for all periods presented have been made.

 

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. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2012 audited financial statements filed therewith along with the Form 10-K Annual Report. Operating results for the six months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending September 30, 2013. The Company is a development stage company, as defined in FASB ASC 915 "Development Stage Entities."

 

On February 13, 2013, the Company underwent a change of control of ownership. Ms. Rocio Corral, sole officer and director of the Company, entered into a Share Purchase Agreement, whereby she sold 20,000,000 common shares of the Registrant’s 25,000,000 issued and outstanding common shares to Glob AG, a Swiss company, . Glob AG is beneficially owned by Theo Baldi, a Swiss citizen. Concurrently, with the closing of the Share Purchase Agreement, Rocio Corral resigned as an officer and director of the Registrant. Prior to her resignation, the Board of Directors added Theo Baldi as a director of the Registrant. The Board also appointed Theo Baldi as Chairman and CEO.

 

On or about March 12, 2013, the Company formed a subsidiary named ZiiPay, Inc. ZiiPay, Inc. was incorporated in the State of Nevada. Ziipay is in the process of licensing technology that processes credit card payments by way of mobile telephones and other mobile devices or computers. This subsidiary, once up and operating will have its own management. As of March 31, 2013, ZiiPay Inc. had no operations to report.

 

 

NOTE 2. - GOING CONCERN

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has an accumulated deficit since inception of $40,075. The Company has not generated any revenues to date, and its ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

6

 

 

IPOWorld

(formerly General Cleaning and Maintenance)

(A Development Stage Company)

Notes to Financial Statements

March 31, 2013

(Unaudited)

 

 

NOTE 3. - SIGNIFICANT ACCOUNTING POLICIES

 

The relevant accounting policies are listed below.

 

Basis of Accounting

The basis is United States generally accepted accounting principles.

 

Principles of Consolidation

The consolidated financial statements include the accounts and operations of IPOWorld and its wholly owned subsidiary, ZiiPay. As of March 31, 2013, ZiiPay Inc. had no operations to report.

 

Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash and cash equivalents.

 

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

 

Earnings (Loss) Per Share Calculations

The Company follows ASC Topic 260 to account for the earnings (loss) per share. Basic earnings (loss) per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

 

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 2013 and 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

 

7

 

 

IPOWorld

(formerly General Cleaning and Maintenance)

(A Development Stage Company)

Notes to Financial Statements

March 31, 2013

(Unaudited)

 

 

NOTE 3. - SIGNIFICANT ACCOUNTING POLICIES ( CONTINUED)

 

Fair value of financial instruments (continued)

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

 

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

 

Advertising

Advertising costs are expensed when incurred. The Company has not incurred any advertising expenses since inception.

 

Income Taxes

The provision for income taxes is the total of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income taxes where differences exist between the period in which transactions affect current taxable income and the period in which they enter into the determination of net income in the financial statements.

 

Year end

The Company's fiscal year-end is September 30.

 

Recent Accounting Pronouncements

The Company's management has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

 

8

 

 

 

 

IPOWorld

(formerly General Cleaning and Maintenance)

(A Development Stage Company)

Notes to Financial Statements

March 31, 2013

(Unaudited)

 

NOTE 4. - STOCKHOLDERS' EQUITY

 

On February 13, 2013, the Company increased its total authorized shares from 75,000,000 to 200,000,000.

 

The Company is authorized to issue 15,000,000 shares of its $0.001 par value preferred stock. There are currently no preferred shares issued and outstanding.

 

The Company is authorized to issue 185,000,000 shares of its $0.001 par value common stock.

 

On April 26, 2010, the Company's founder purchased 20,000,000 shares of the Company's $0.001 par value common stock in exchange for cash of $20,000.

 

In December 2010, the Company completed a Regulation S offering in which it sold 4,000,000 shares of the Company's $0.001 par value common stock in exchange for cash of $4,000.

 

In October 2011, the Company completed a Regulation S offering in which it sold 1,000,000 shares of the Company's $0.001 par value common stock in exchange for cash of $10,000.

 

There have been no other issuances of common stock.

 

On December 13, 2012, a director of the Company, contributed capital of $4,075 for audit fees.

 

On February 4, 2013, a director of the Company, contributed capital of $2,000 for review fees.

 

NOTE 5. RELATED PARTY TRANSACTIONS

 

On April 26, 2010, the Company's founder purchased 20,000,000 shares of the Company's $0.001 par value common stock in exchange for cash of $20,000.

 

The Company does not lease or rent any property. Office services are provided without charge by a director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

NOTE 6 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from March 31, 2013 through the date the financial statements are issued, and has determined that no such events have occurred.

 

9

 

 

 

 

 

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

Item 2. - Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "anticipate," "believe," "estimate," "will," "plan," "seeks," "intend," and "expect" and similar expressions identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Quarterly Report on Form 10-Q. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this Quarterly Report on Form 10-Q. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Quarterly Report on Form 10-Q. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise.

 

Critical Accounting Policies

 

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

 

 

Overview of Current Operations

 

History and Organization

 

We were formed on April 26, 2010 as General Cleaning and Maintenance, a Nevada corporation. On or about March 15, 2013, we amended our Articles of Incorporation with the State of Nevada to change our corporate name to IPOWorld. At that time, we increased our number of authorized shares from 75,000,000 common shares to 185,000,000 common shares at par value $0.001, and 15,000,000 preferred shares at par value $0.001 for total authorized shares of 200,000,000, par value $0.001. On April 3, 2012, IPOWorld (“the Company” or “Registrant”) was issued the new stock symbol IPOW, as a result of a corporate name change to IPOWorld from General Cleaning and Maintenance. The Company is trading on the OTC-Bulletin Board. IPOWorld also has a new CUSIP number: 46264E 103. We are a startup company that plans to utilize international management coupled with American investment to identify future corporate opportunities and acquisitions.

 

On February 13, 2013, the Company underwent a change of control of ownership. Ms. Rocio Corral, sole officer and director of the Company, entered into a Share Purchase Agreement, whereby she sold 20,000,000 common shares of the Registrant’s 25,000,000 issued and outstanding common shares to Glob AG, a Swiss company, . Glob AG is beneficially owned by Theo Baldi, a Swiss citizen. Concurrently, with the closing of the Share Purchase Agreement, Rocio Corral resigned as an officer and director of the Registrant. Prior to her resignation, the Board of Directors added Theo Baldi as a director of the Registrant. The Board also appointed Theo Baldi as Chairman and CEO.

 

10

 

 

 

Overview

 

The Company is in the process of revamping its business plan to utilize international management coupled together with American investment to identify future corporate developments, possible corporate acquisitions and global corporate awareness.

 

Management has developed a three prong strategy, which management believes will create value for shareholders.

 

1.      Management, Mr. Theo Baldi, a multi-lingual resident of Switzerland, international business executive who controls and leads IPOWorld believes the Company provides him the opportunity to network to find business opportunities and expand the management team for the company. He believes good management is a good backbone for good investment.

 

2.      Share its American shareholder base with international management and corporate opportunities, demonstrated with its first project, ZiiPay. Ziipay offers a specialized mobile technology created in Singapore. This licensed technology will allow businesses to process credit card payments by way of mobile telephones and other mobile devices and/or computers.

 

3. IPOWorld will become more valuable, as it continues to acquire other business opportunities, e.g. Ziipay. Management believes that not only will IPOWorld investors benefit from the Company’s business opportunities, but the equity in IPOWorld should grow to the point where the Company’s activities will attract new investors, once they become aware of the Company’s next business acquisition.

 

Competition

 

IPOWorld will be involved in intense competition with other business entities, many of which will have a competitive edge over us by virtue of their more substantial financial resources and prior experience in business.

 

Management anticipates the selection of an acquired business will be complex and risky because of the competition for such business opportunities among all segments of the financial community. The nature of the company's search for the acquisition of a business requires maximum flexibility since the company will be required to consider various factors and divergent circumstances which may preclude meaningful direct comparison among the various business enterprises, product or services investigated. The management of the company will have virtually unrestricted flexibility in identifying and selecting a prospective acquired business.

 

 

711

 

 

 

Besides determining its fair market value, management will consider the following:

 

·         the acquired business' net worth;

·         the acquired business' total assets;

·         the acquired business' cash flow;

·         costs associated with effecting the business combination;

·         equity interest and possible management participation in the acquired business;

·         earnings and financial condition of the acquired business;

·         growth potential of the acquired business and the industry in which it operates;

·         experience and skill of management and availability of additional personnel of the acquired business;

·         capital requirements of the acquired business;

·         competitive position of the acquired business;

·         stage development of the product, process or service of the acquired business;

·         degree of current or potential market acceptance of the product, process or service of the acquired business; and

·         regulatory environment of the industry in which the acquired business operates.

 

These criteria are not intended to be exhaustive. As Mr. Baldi searches through the candidates for acquisition, other factors he considers relevant may apply.

 

Recent Event

 

The Company formed a subsidiary, on or about March 12, 2013, named ZiiPay, Inc. ZiiPay, Inc. was incorporated in the State of Nevada. Ziipay is in the process of licensing technology that processes credit card payments by way of mobile telephones and other mobile devices or computers. This subsidiary, once up and operating will have its own management. IPOWorld’s management believes it is in the best interest of the Corporation to form this subsidiary.

 

Results of Operations for the three and six months period ended March 31, 2013 and 2012

 

We earned no revenues since our inception on April 26, 2010 through March 31, 2013. We do not anticipate earning any significant revenues within the next 12 months, and can provide no assurance that we will be successful in developing any products.

 

For the period from inception through March 31, 2013, we generated no income. Since our inception on April 26, 2010 through March 31, 2013, we experienced a net loss of $(40,075). Our loss was attributed to organizational expenses, audit and legal fees.

 

12

 

 

 

 

For the three months ending March 31, 2013, we experienced audit fees of $2,000. We experienced a net loss of $(2,000) for the three months ending March 31, 2013 as compared to a net loss of $(3,000) for the three months ending March 31, 2012. For the six months ending March 31, 2013, we experienced a net loss of $(7,100) as compared to $(9,025) for the six months ending March 31, 2012. We anticipate our operating expenses will increase as we enhance our operations. The increase will be attributed to professional fees to be incurred in connection with maintaining our fully reporting requirements with the U. S. Securities and Exchange Commission and building the infrastructure of our business operations.

 

In our September 30, 2012 year-end financials, our auditor issued an opinion that our financial condition raises substantial doubt about the Company's ability to continue as a going concern.

 

Going Concern

 

The financial statements included with this quarterly report have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of March 31, 2013, the Company has not recognized any revenues and has accumulated operating losses of approximately $(40,075) since inception. The Company's ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

 

These conditions raise substantial doubt about the Company's ability to continue as a going concern. Our financial statements do not include any adjustments that might arise from this uncertainty.

 

 

 

 

 

13

 

 

Summary of any product research and development that we will perform for the term of our plan of operation.

 

The Company does not anticipate performing any product research or development.

 

 

Expected purchase or sale of plant and significant equipment.

 

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

 

 

Significant changes in the number of employees.

 

As of March 31, 2013, we did not have any employees. We are dependent upon our sole officer and a director for our future business development. As our operations expand we anticipate the need to hire additional employees; however, the exact number is not quantifiable at this time.

 

 

Liquidity and Capital Resources

 

Our balance sheet as of March 31, 2013 reflects $0 in current assets and $0 current liabilities. Cash and cash equivalents from inception to date have been sufficient to provide the operating capital necessary to operate to date.

 

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing.

 

The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.

 

14

 

 

Our sole officer/director has agreed to contribute funds to the operations of the Company, in order to keep it fully reporting for the next twelve (12) months, without seeking reimbursement for funds contributed.

 

As a result of the Company's current limited available cash, no officer or director received compensation through the quarter ended March 31, 2013. The Company has no employment agreements in place with its officers.

 

 

IPOWorld Funding Requirements

 

Future funding could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.

 

Off-Balance Sheet Arrangements

 

We do not have any 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 or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Critical Accounting Policies and Estimates

 

Revenue Recognition: We recognize revenue from services once all of the following criteria for revenue recognition have been met: persuasive evidence that an agreement exists; the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the amount due is reasonably assured.

 

New Accounting Standards

 

Management has evaluated recently issued accounting pronouncements through March 31, 2013 and concluded that they will not have a material effect on the financial statements as of March 31, 2013.

 

15

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not applicable.

 

Item 4T. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

 

Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses" described below under "Management's report on internal control over financial reporting," which are in the process of being remediated as described below under "Management Plan to Remediate Material Weaknesses."

 

 

Management's Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that:

 

 

 

 

 

16

 

 

 

·      pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

·     provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board of Directors; and

 

·     provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making its assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not effective as of March 31, 2013.

 

A "material weakness" is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation of management's report on internal controls over financial reporting required for this quarterly report on Form 10-Q, management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:

 

17

 

 

 

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: 1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and 2) inadequate segregation of duties consistent with control objectives.

 

The aforementioned material weakness was identified by our President in connection with the review of our financial statements as of March 31, 2013.

 

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our financial condition and results of operations for the period ended March 31, 2013. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Management Plan to Remediate Material Weaknesses

 

Management is pursuing the implementation of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

We believe the remediation measures described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

18

 

 

 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

This quarterly report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this quarterly report.

 

Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

 

 

19

 

 

 

PART II. OTHER INFORMATION

 

Item 1 -- Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

 

Item 1A - Risk Factors

 

See Risk Factors set forth the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2012 and the discussion in Item 1, above, under "Liquidity and Capital Resources."

 

 

Item 2 -- Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

 

Item 3 -- Defaults Upon Senior Securities

 

None.

 

 

Item 4 – Mine Safety Disclosures

 

N/A

 

20

 

 

 

 

Item 5 -- Other Information

 

Submission of Matters to a Vote of Security Holders

 

The Company filed an Information Statement of Schedule 14C, which was sent to our shareholders on or about March 4, 2013. The purpose of this Information Statement was to inform the shareholders:

 

1. A change our corporate name from to IPOWorld from General Cleaning and Maintenance.

 

2. An increase the number of authorized shares to 200,000,000 from 75,000,000 shares, while retaining the current par value of $0.001.

 

 

Item 6 -- Exhibits

 

 

Exhibit Number		Ref		Description of Document
3.3				Amended Articles of Incorporation
31.1				Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2				Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
32.2				Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101		*		The following materials from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language).:
				(1) Balance Sheets at March 31, 2013 (unaudited), and September 30, 2012 (audited).
				(2) Statements of Operations for the three-month period and six month period ended March 31, 2013, March 31, 2012, and the period from inception to March 31, 2013.
				(3) Cash Flows for the six-month period ended March 31, 2013, March 31, 2012, and the period from inception to March 31, 2013.
				(4)    Notes to the Unaudited Condensed Interim financial statements.

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

 

21

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

	IPOWorld Registrant
Date:  May 17, 2013	/s/ Theo Baldi___________________
	Name: Theo Baldi
	Title: Chief Executive Officer, President, Director, Principal Executive, Financial, and Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22